AMENDED AND RESTATED PROGRAM PARTICIPATION AGREEMENT
Exhibit 10.1
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
FIFTH AMENDMENT
TO
AMENDED AND RESTATED PROGRAM PARTICIPATION AGREEMENT
DATED AS OF JULY 4, 2022
FIFTH AMENDMENT TO AMENDED AND RESTATED
PROGRAM PARTICIPATION AGREEMENT
This Fifth Amendment to the Amended and Restated Program Participation Agreement (this “Fifth Amendment”) effective as of July 4, 2022 (the “Agreement Date”) is entered into by and between Bank of Montreal (“Bank”) and LoyaltyOne, Co. (“LM”), and constitutes an amendment to and modification of the Amended and Restated Program Participation Agreement dated as of November 1, 2017 by and between Bank and LM, as amended (the “Agreement”). BMO and LM are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party”.
WHEREAS, Bank and LM have entered into the Agreement, pursuant to which the Bank participates in the AIR MILES Rewards Program operated by LM; and
WHEREAS, Bank issues BankCards to its customers where AIR MILES reward miles can be earned; and,
WHEREAS, the Parties now wish to further amend the Agreement; and,
WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreements.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following:
| 1. | Prior Agreements. The terms of the Agreement and the terms set forth in this Fifth Amendment shall as of the Agreement Date continue to govern the BankCard benefits pursuant to the Agreement. |
| 2. | Amendments. |
| a. | The Agreement is hereby amended by deleting Section 8.1(e)(iii) in its entirety and replacing it with the following: |
[****]
| b. | Schedule 8.1(e)(iii) as attached hereto as Exhibit A will be placed directly after Schedule 8.1(e)(ii) in the Agreement. |
| 3. | Incorporation of the Agreement. The terms and conditions of the Agreement shall continue in full force and effect, except to the extent they are expressly superseded or modified by or inconsistent with the terms and conditions of this Fifth Amendment, in which event, the Fifth Amendment shall control. |
| 4. | Governing Law. This Fifth Amendment will be interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties must submit to the jurisdiction of the courts of the Province of Ontario. |
IN WITNESS WHEREOF this Amendment has been executed by the Parties by their authorized signing officers as of the date first above-mentioned.
LOYALTYONE, CO.
Title: SVP, Collector Experience & Marketing
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Officer
BANK OF MONTREAL
By: /s/ illegible
Name: /s/ illegible
Title: VP – Product, Partnerships & Innovation
