Contract
Certain identified information has been excluded from the exhibit as such information would likely cause competitive harm to the registrant if publicly disclosed. Such exclusions have been marked with a [****]
LOYALTYONE, CO.
-and-
BANK OF MONTREAL
SEVENTH AMENDMENT
TO
AMENDED AND RESTATED PROGRAM PARTICIPATION AGREEMENT
DATED AS OF OCTOBER 27, 2022
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SEVENTH AMENDMENT TO AMENDED AND RESTATED
PROGRAM PARTICIPATION AGREEMENT
October 27, 2022 (the “Amendment Effective Date”)
RECITALS:
| A. | Bank of Montreal (the “Bank”) and LoyaltyOne, Co. (“LM”) are parties to that certain Amended and Restated Program Participation Agreement, dated as of November 1, 2017 (which agreement, as amended, supplemented or modified from time to time, is referred to as the “Agreement”) pursuant to which the Bank participates in the AIR Miles Rewards Program operated by LM. |
| B. | All capitalized terms that are used but not defined in this amendment to the Agreement (this “Seventh Amendment”) have the meanings attributed to such terms in the Agreement. |
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), each of the undersigned hereby agrees as follows:
| 2. | Amendments. The Agreement is hereby amended as follows: |
| (a) | Section 4.1(b) of the Agreement is hereby deleted and replaced with: |
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| (b) | Section 4.2 of the Agreement is hereby deleted and replaced with: |
4.2Rights of Termination of the Bank. If any of the following events or circumstances shall occur or exist, the Bank shall, at any time after the occurrence and during the continuance thereof, have the right to terminate this Agreement upon written notice to LM:
(a)the AM Program ceases to operate (other than as a result of a force majeure as defined in Section 4.6(b)) and LM is not making all reasonable efforts to recommence operations; it being agreed that for the purposes of this clause (a) and Section 4.6, the term “ceases to operate” shall mean the inability on the part of LM, for a period of 30 consecutive days, to issue or redeem AM;
(b)at any time, on 30 days’ notice to LM, if LM has intentionally carried out any fraudulent or illegal conduct that materially affects the Bank’s financial position in respect of the AM Program;
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| (c) | Section 5.3 [****] of the Agreement is hereby deleted and replaced with: |
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| (d) | In Annex A of the Agreement, the definition of [****] is hereby deleted and replaced with: |
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| (e) | In Annex A of the Agreement, the definition of [****] is hereby added: |
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| (f) | In Annex A of the Agreement, the definition of [****] is hereby deleted and replaced with the following: |
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| (g) | The definition of [****] is hereby deleted and replaced with: |
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| (h) | Schedule 5.3 is hereby deleted. |
| 4. | Entire Amendment. This Seventh Amendment constitutes an amendment and supplement of, and not a replacement to, the Agreement. The Agreement and this Seventh Amendment shall be read together and have effect so far as practicable as though all the provisions thereof and hereof were contained in one instrument. |
| 5. | Governing Law |
This Seventh Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
| 6. | Counterparts |
This Seventh Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.
[Signature page follows]
36316720.6
IN WITNESS WHEREOF the undersigned have executed this Amendment as of the date written above.
LoyaltyOne, Co. Suite 200, 000 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0 | | LOYALTYONE, CO. | |
| | By: | /s/ Xxxxx Xxxxxxx |
Attention: Email: | | Name: Title: | Xxxxx Xxxxxxx President |
with a copy to: | | | |
| | | |
LoyaltyOne, Co. | | By: | /s/ Xxxxx Xxxxxxxxx |
Suite 200, 351 King Street East | | Name: | Xxxxx Xxxxxxxxx |
Xxxxxxx, Xxxxxxx X0X 0X0 | | Title: | VP, Financial Planning & Analysis |
Attention:Legal Services Email: [****] | | | |
| | | |
| | | |
Bank of Montreal | | BANK OF MONTREAL | |
55 Bloor Street West | | | |
12th Floor, | | | |
Toronto, Ontario | | By: | /s/ Xxxxxx Xxxxx |
M4W 3M5 | | Name: | Xxxxxx Xxxxx |
Attention: [****] Email: [****] | | Title: | VP – Product, Partnerships & Innovation |
| | | |
with a copy to: | | | |
| | By: | /s/ Xxxxxxxx Xxxxxxx |
Bank of Montreal | | Name: | Xxxxxxxx Xxxxxxx |
Legal Group First Canadian Place, 20th Floor | | Title: | Head, North American Retail & Small Business Payments |
Toronto, Ontario M5X 1A1 | | | |
Attention:[****] | | | |
Email: [****] | | | |
36316720.6
