FIFTH AMENDMENT TO LEASE
Exhibit 10.10
THIS FIFTH AMENDMENT TO LEASE (hereinafter referred to as the "Fifth
Amendment") is made effective as of this 30th day of June, 2001, by and between
PARTNERS AT BROOKSEDGE, an Ohio general partnership (hereinafter referred to as
"Lessor"), and ADS ALLIANCE DATA SYSTEMS, INC., a Delaware corporation
(hereinafter referred to as "Lessee").
RECITALS
A. Continental Acquisitions, Inc., as Lessor, and World Financial Network
National Bank (U.S.) (hereinafter referred to as "Original Lessee"), as Lessee,
entered into a Lease dated July 2, 1990 for certain space located at 000 Xxxx
Xxxxxxx Xxxx, Xxxxxxxxxxx, Xxxx 00000, and being part of "Brooksedge Corporate
Center".
B. The interest of Continental Acquisitions, Inc. as "Lessor" under the
Lease was subsequently assigned on August 28, 1990 to Lessor.
C. The Lease was amended by that certain First Amendment of Lease between
WFN and Lessor dated September 11,1990, that certain Second Amendment of Lease
between WFN and Lessor dated November 16, 1990, that certain Third Amendment of
Lease between WFN and Lessor dated February 18, 1991, and that certain Fourth
Amendment to Lease dated June 1, 2000.
D. The interest of WFN as "Lessee" under the Lease was subsequently
assigned on February 1,1998 to Lessee. The Lease as amended and assigned is
hereinafter collectively referred to as the "Lease").
X. Xxxxxx and Lessee desire to release Original Lessee from any liability
or responsibility as the original lessee under the Lease.
PROVISIONS
1. INCORPORATION OF RECITALS. The Recitals portion of this Fifth Amendment
is hereby incorporated by this reference to the same extent and as fully as
though it were here rewritten in its entirety. All capitalized terms not
otherwise defined herein shall have the same meaning set forth in the Lease.
2. RELEASE OF ORIGINAL LESSEE. Lessor hereby releases Original Lessee from
any and all liability or responsibility in connection with the Lease, whether
arising before, on, or after the date of this Fifth Amendment.
3. NO OTHER CHANGES; RATIFICATION OF LEASE. This Fifth Amendment shall
only modify or amend the Lease to the extent provided herein and all other
conditions, covenants and agreements in the Lease shall remain in full force and
effect. Subject to the terms of this Fifth Amendment, Lessor and Lessee do
hereby ratify and confirm in their entirety the conditions, covenants and
agreements contained in the Lease. If there is a conflict between the provisions
contained in this Fifth Amendment and the provisions of the Lease, this Fifth
Amendment shall control.
4. MISCELLANEOUS. The governing law provisions set forth in the Lease
shall also be applicable to this Fifth Amendment. The captions at the beginning
of the several paragraphs of this Fifth Amendment are for the convenience of the
reader and shall be ignored in construing this Fifth
Amendment. This Fifth Amendment may be executed in several counterparts and each
of such counterparts shall be deemed to be an original hereof.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Fifth Amendment
effective as of the date first set forth above.
Signed and acknowledged
in the presence of: PARTNERS AT BROOKSEDGE, an Ohio
general partnership ("Lessor")
/s/ Xxxxxx X. Xxxxx
--------------------------------------
Print Name: Xxxxxx X. Xxxxx
By: Continental Properties,
an Ohio general partnership
its managing general partner
/s/ Xxxxxxxx X. Xxxx
--------------------------------------
Print Name: Xxxxxxxx X. Xxxx
By: /s/ Xxxxxxxx X. Xxxx
---------------------------
Xxxxxxxx X. Xxxx, Managing
General Partner
ADS ALLIANCE DATA SYSTEMS, INC., a
Delaware corporation ("Lessee")
BY: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx, Vice
President/Treasurer
STATE OF OHIO
COUNTY OF FRANKLIN
The foregoing instrument was acknowledged before me this 30th day of June,
2001 by Xxxxxxxx X. Xxxx, Managing General Partner of Continental Properties, an
Ohio general partnership, as Managing General Partner of PARTNERS AT BROOKSEDGE,
an Ohio general partnership, on behalf of the partnership.
/s/ Xxxxxxxx X. XxXxxxxxxx
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Nolary Public
[SEAL] XXXXXXXX X. XxXXXXXXXX
STATE OF OHIO Nolary Public, State of Ohio
COUNTY OF FRANKLIN My Commission Expires 02-28-05
The foregoing instrument was acknowledged before me this 17th day of June,
2001 by Xxxxxx X. Xxxxxx, Vice President/Treasurer of ADS ALLIANCE DATA SYSTEMS,
INC., a Delaware corporation, on behalf of the corporation.
/s/ Xxxxxxx.X.Xxxxx
-----------------------------
Notary Public
[SEAL] XXXXXXX.X.XXXXX
Notary Public, State of Ohio
My Comm. Expires July 13, 2003
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CONSENT OF ORIGINAL LESSEE
The undersigned, as the original "Lessee" under the Lease hereby approves
the terms and conditions of the Fifth Amendment.
WORLD FINANCIAL NETWORK NATIONAL
BANK (U.S.), a national banking association
Dated: 6/21/01 By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: XXXXXX XXXXXXX
Title: PRESIDENT
XXXX OF OHIO
COUNTY OF FRANKLIN
The foregoing instrument was acknowledged before me this 21st day of June,
2001 by Xxxxxx X. Xxxxxxx President of WORLD FINANCIAL NETWORK NATIONAL BANK
(U.S.), a national banking association, on behalf of the national banking
association.
/s/ Xxxxxxx X. Xxxxx
-------------------------------
Notary Public
[SEAL] XXXXXXX X. XXXXX
Notary Public, State of Ohie
My Comm. Expires July 13, 2003
-3-
