EXHIBIT 10.11
EXTENSION AGREEMENT
THIS AGREEMENT ("Agreement") dated this 20th day of May, 1993.
BETWEEN:
THE PRUDENTIAL ASSURANCE COMPANY LIMITED
(hereinafter called the "Landlord")
FIRST PARTY,
-and-
GEAC CANADA LIMITED
(hereinafter called the "Tenant")
SECOND PARTY.
WHEREAS by a lease dated February 28, 1989 (the "Existing Lease"), Guarsel
Partnership, as Landlord, leased to GEAC Canada Limited, as Tenant, for and
during a term (the "Term") of ten (10) years, from and including May 1, 1989
(the "Commencement Date"), to and including April 30, 1999, certain office
premises (the "Leased Premises") containing a Usable Area of 24,427 square feet
and a Rentable Area of 25,286 square feet on the 3rd floor of the building (the
"Building") presently known municipally as 11 Allstate Parkway, Markham,
Ontario, and which Leased Premises are (i) presently known as Suite 300; and
(ii) shown in the approximate location crosshatched in black on the plan
attached to the Existing Lease as Schedule "B";
AND WHEREAS The Prudential Assurance Company Limited has succeeded to the
interest of Guarsel Partnership as Landlord;
AND WHEREAS by a Lease Amending Agreement dated September 15, 1989, the Tenant
was given a licence to use certain storage area (the "Storage Area") in the
basement level of the Building, in an area designated by the Landlord,
comprising approximately 393 square feet, for a period commencing on July 1,
1989 and expiring on the last day of the Term of the Existing Lease, including
any renewals, in accordance with the provisions of Schedule "J" annexed to the
Agreement, solely for the purpose of storage of those items permitted under
Schedule "J";
AND WHEREAS by a Lease Amending Agreement dated November 1, 1990, the Tenant was
given a licence to use certain additional basement storage area (the "Additional
Storage Area"), in the approximate location shown crosshatched in green on
Schedule "K1" attached to the Agreement, containing an area of approximately
2,200 square feet, for a period commencing on November 1, 1990 and expiring on
the last day of the Term of the Existing Lease, including any renewals, (the
"Additional Storage Area Term"), in accordance with the provisions of Schedule
"K" annexed to the Agreement and only for the purpose of storage of those items
permitted under Schedule "K";
AND WHEREAS the Leased Premises were remeasured by Young & Wright Architects
Inc. by certificate dated January 1, 1993, by which certificate the Usable Area
of the Leased Premises was ascertained to be 24,276 square feet and the Rentable
Area of the Leased Premises was ascertained to be 25,200 square feet, and which
Leased Premises are shown outlined in red on the plan attached to this Agreement
as Schedule "A";
AND WHEREAS the Existing Lease, the Lease Amending Agreement dated September 15,
1989 and the Lease Amending Agreement dated November 1, 1990 will collectively
be known as and form the "Lease";
AND WHEREAS the Landlord and Tenant have agreed to (i) extend the Term by a
further five (5) years, from and including May 1, 1999, to and including April
30, 2004 (the "Extended Term"); (ii) revise the Basic Rent as of and effective
from May 1, 1994, to and including April 30, 2004; and (iii) further amend the
Lease, all as more fully set out in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of FIVE
DOLLARS ($5.00) of lawful money of Canada now paid by each of the parties hereto
to the other (the receipt whereof is hereby acknowledged), the parties hereto
agree as follows:
1. EXTENSION OF TERM
The Term of the Lease is hereby extended for the Extended Term (namely,
from and including MAY 1, 1999, TO AND INCLUDING APRIL 30, 2004) upon the
same terms and conditions as are contained in the Lease, except as modified
by this Agreement.
2. BASIC RENT
The Basic Rent payable on the Rentable Area of the Leased Premises is
hereby amended from EIGHTEEN DOLLARS ($18.00) per square foot per annum to
THIRTEEN DOLLARS AND FIFTY CENTS ($13.50) per square foot per annum
effective MAY 1, 1994 until the expiry of the Extended Term on APRIL 30,
2004.
-2-
3. BASIC RENT FREE PERIOD
Notwithstanding the foregoing, the Landlord hereby grants to the Tenant a
six (6) month Basic Rent Free Period commencing on MAY 1, 1995, to and
including OCTOBER 31, 1995. During this period, the Tenant will not be
obligated to pay any Basic Rent but will pay all Additional Rent for the
Leased Premises. The Tenant shall be entitled to such Basic Rent Free
Period only if the Tenant is not in default under the Lease.
4. LEASEHOLD IMPROVEMENTS
The Landlord hereby grants to the Tenant a one-time cash allowance in the
amount of EIGHT DOLLARS AND FIFTY CENTS ($8.50) per square foot of Usable
Area. This will be payable on MAY 1, 1994.
5. OPTION TO CANCEL
Section 14.18 of the Lease is hereby amended as follows:
"The Tenant shall be entitled to cancel this Lease as of and effective on
APRIL 30, 1999 with SIX (6) MONTHS' prior written notice. The notice must
be given on or before NOVEMBER 30, 1998 and will be valid only if
accompanied by payment to the Landlord of a postdated bank draft payable on
APRIL 30, 1999 in the amount of TWENTY DOLLARS ($20.00) per rentable square
foot, the value of the then unamortized inducement to enter into this
Lease. This clause is personal to GEAC Canada Limited and conditional upon
GEAC Canada Limited being in full occupancy of the Leased Premises."
6. INDEMNITY
It is hereby understood and agreed that Third Party indemnification of the
Landlord with respect to all undertakings, terms, covenants, conditions and
provisions to be observed by the Tenant pursuant to the Lease and this
Agreement will no longer be required as of and effective from May 1, 1994.
7. CONFIRMATION
The Parties confirm that in all other respects, the terms, covenants and
conditions of the Lease remain unchanged and in full force and effect,
except as modified by this Agreement. It is understood and agreed that all
terms and expressions used in this Agreement shall, unless the contrary
intention is expressed herein, have the same meanings as ascribed to them
in the Lease.
The Lease, as amended by this Agreement, is hereby ratified and confirmed.
This Agreement shall enure to the benefit of and be binding upon the
Landlord, its successors and assigns, and upon the Tenant and its permitted
heirs, executors, administrators, successors and permitted assignees, as
the case may be.
IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the day
and year first above written.
SIGNED, SEALED AND DELIVERED
in the presence of: THE PRUDENTIAL ASSURANCE
COMPANY LIMITED
Per: "Peter J. Andrews" c/s
------------------------------------------
Authorized Signing Officer
Per:"Prudential Assurance Company Limited" c/s
------------------------------------------
Authorized Signing Officer
GEAC CANADA LIMITED
Per: "Geac Canada Limited" c/s
------------------------------------------
Authorized Signing Officer
Per: "Geac Canada Limited" c/s
------------------------------------------
Authorized Signing Officer
SCHEDULE "A"
ARCHITECTURAL AREA CERTIFICATION*
Tenant Name: GEAC Computer Corp. Ltd.
Suite No., Municipal Address: 300, 11 Allstate Parkway
Building Owner: The Prudential Assurance Company Limited
Date: January 1, 1993
This is to certify that the captioned tenancy area has been calculated utilizing
B.O.M.A. standards (1981), with plans and dimensional information supplied by
the Owner and verified on site by Young + Wright personnel.
Imperial (S.F.) Metric (S.M.)
B.O.M.A. Rentable Floor Area 25,200 2,341.1
B.O.M.A. Usable Floor Area 24,276 2,255.2
Tenant Usable Floor Area 24,276 2,255.2
Rentable/Usable Floor Area Factor 1.0381
TENANT RENTABLE FLOOR AREA 25,200 2,341.1
"Drummond Hassan"
- ---------------------------
Drummond Hassan
Partner
* Please refer to the attached Key Plan, dated January 1, 1993
SCHEDULE "A"
[GRAPHIC OF FLOOR PLAN]