Contract
Exhibit
99.8
August
31, 2006
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Lanterra
Realty Inc.
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Re:
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Agreement
of Purchase and Sale – Dated June 26, 2006 – between Domgroup Ltd.
(Domgroup) and Lanterra Realty Inc. (Lanterra) for ▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ and ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇
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Dear
Sirs;
Thank
you
for taking the time to meet with us yesterday to review your findings in
due
diligence and propose the waiver of your conditions with some
amendments.
We
have
considered your proposal and propose the following amendments to the Agreement
of Purchase and Sale for your consideration:
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(1)
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The
Closing Date shall be October 31,
2006.
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(2)
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The
VTB Mortgage as outlined in subsection 3.4 of the offer is hereby
amended
as follows:
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(i)
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The
term of the mortgage shall be three (3)
years;
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(ii)
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The
interest rate on the mortgage shall (subject to (iii) below)
be 0% for the
first two years, and 4.95% for the third year, with such interest
compounded semi-annually, interest to be calculated and payable
quarterly,
incorporating the standard charge terms filed as 200033 and further
subject to the term and provisions listed in Schedule J attached
to the
Agreement of Purchase and Sale;
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(iii)
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It
is agreed that should Lanterra begin construction of its redevelopment
of
the property, the VTB Mortgage shall become due and payable within
thirty
(30) days of such construction
start;
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(iv)
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Domgroup
agrees to postpone said VTB Mortgage to a charge on the property
in favour
of ▇▇▇▇▇▇▇ Investments Limited/Estate of ▇▇▇ ▇▇▇▇▇▇ (in an amount
not to
exceed $4,000,000.00), such charge to be granted in connection
with the
buyout of the Shoppers Drug Mart land lease, provided that such
land lease
is terminated on Closing, any registrations in respect thereof
are deleted
from title to the property on Closing, and the Shoppers Drug
Mart Sublease
becomes a direct lease between the owner of the property and
the tenant
thereunder;
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(3)
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It
is agreed that Domgroup shall lease an area of 5,000 square feet
to
Lanterra for a payment of $1.00 per square foot between the Due
Diligence
Date and the Closing Date. Lanterra shall be permitted to use
such space for any uses permitted by applicable laws, provided
that such
uses do not contravene any restrictions in any leases with any
other
tenants at the property, and Lanterra shall be permitted to sublet
such
space without Domgroup's consent. The space shall be "as is",
non-demised in the ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ building and Lanterra
shall be
responsible for all costs of leaseholds, code compliance and
other costs
associated with such lease.
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Lanterra
shall have adequate insurance for the premises and shall execute a short
form of
lease with Domgroup;
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(4)
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It
is agreed that the Due Diligence Date shall be August 31, 2006,
and that
any deliveries made by Domgroup to Lanterra after the delivery
of this
letter shall be deemed to have been delivered after the Due Diligence
Date.
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(5)
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Lanterra
acknowledges receipt of a lease amending agreement, made as of
May 1,
2006, in respect of the Lease in favour of IKOR Integrated
Facilities Inc., and Domgroup, confirms that, notwithstanding
the
provisions of Section 7.3 of the Agreement of Purchase and Sale,
it has
not entered into any other Contracts, Leases or Permitted Encumbrances
in
respect of the Property since June 28, 2006, and will not enter
into any
other Contracts, Leases or Permitted Encumbrances in respect
of the
Property between the Due Diligence Date and the Closing Date,
without the
prior approval of Lanterra, provided that the requirement for
the approval
of Lanterra shall not apply in the event that Domgroup is bound
to enter
into the relevant new Lease on specified terms and conditions
pursuant to
a lease, agreement or offer in existence prior to June 28,
2006;
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(6)
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On
Closing Domgroup will assign to Lanterra, without representation
or
warranty, all of Domgroup's right, title and interest, if any,
in, to and
under warranties and/or guarantees, if any, that entitle Domgroup
to any
rights against a contractor or supplier now or heretofore engaged
in the
construction, maintenance or servicing of the Property or any
part of the
Property and which are assignable.
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(7)
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Domgroup
and Lanterra hereby agree that, notwithstanding the notice provisions
in
the Agreement of Purchase and Sale, this letter, if delivered
today by
fax, courier or e-mail, shall be deemed to have been received
by Lanterra
today, and Lanterra's acceptance of this letter, and delivery
of the
Satisfaction Notice, shall be deemed to have been received by
Domgroup
today if sent to Domgroup by fax, courier or e-mail
today.
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Should
you be in agreement with these changes, please sign below and return a
copy of
this letter and the Satisfaction Notice, which is attached hereto.
Yours
very truly,
| DOMGROUP LTD. | |||
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Per:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: President and Secretary | |||
Agreed
and accepted this 31st day
of August,
2006
| LANTERRA REALTY INC. | |||
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Per:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | |||
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