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EXHIBIT 10.22
FIRST MODIFICATION AND RATIFICATION OF LEASE
THIS FIRST MODIFICATION AND RATIFICATION OF LEASE is made and entered
into effective this 1st day of November, 1999 by and between ST. XXXX
PROPERTIES, INC., a Delaware corporation ("Landlord"), and THE TRIZETTO GROUP,
INC., a Delaware corporation ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into that certain Office Lease
dated as of April 26, 1999, as amended by that certain Lease commencement letter
signed by Landlord on September 9, 1999, and by Tenant on September 7, 1999
(hereafter collectively the "Lease"), for the rental of certain commercial real
property located in the Building known as Atrium I, 0000 X. Xxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxx, and more particularly described in the Lease as Suite 310
(the "Leased Premises"); and
WHEREAS, pursuant to Exhibit "B" to the Lease, Landlord agreed to
provide an Additional Construction Credit to Tenant over and above the
Construction Credit, if needed, and which amounts were to be amortized over the
term of the Lease and added to the Base Rent under the Lease in accordance with
Exhibit "B"; and
WHEREAS, Landlord has provided an Additional Construction Credit to
Tenant of One Hundred Eighteen Thousand and Fifty and No/100 Dollars
($118,050.00), towards construction of tenant improvements on the Premises; and
WHEREAS, Landlord and Tenant desire to amend the Lease to reflect the
increase in Base Rent payable under the Lease to reflect the amortized cost of
the Additional Construction Credit.
NOW, THEREFORE, in consideration of the foregoing, the agreements of the
parties, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:
1. Definitions. All capitalized terms used herein not otherwise defined
in this First Modification and Ratification of Lease shall have the
meanings given them in the Lease.
2. Base Rent. Article 1.03H of the Lease entitled "Base Rent" shall be
amended in its entirety to read as follows:
Tenant shall pay total aggregate Base Rent during the term of the Lease
of Two Million Five Hundred Twenty-five Thousand One Hundred Sixty-eight
and 20/100 Dollars ($2,525,168.20) ($21.04/rentable square foot/year).
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3. Monthly Installments of Base Rent. Article 1.03I of the Lease
entitled "Monthly Installments of Base Rent" shall be amended by replacing the
first and second paragraphs thereof with the following:
Base Rent shall be payable monthly, in advance, without demand,
deduction or set-off at the rate of Forty-one Thousand Three Hundred
Ninety-six and 20/100 Dollars ($41,396.20) per month ($21.04/rentable
square foot/year).
Rent Abatement. The foregoing notwithstanding, and provided that no
default (or no event which, with the passage of time or the giving of notice or
both, would constitute and event of default under the Lease) shall have occurred
under this Lease, Base Rent for the Premises, net of operating expenses, and net
of the amortized portion of Base Rent for the Additional Construction Credit in
the amount of Two Thousand Five Hundred Thirty-five and 10/100 Dollars
($2,535.10) per month, shall be abated for a period of one (1) month following
the Commencement Date. In the event of any default by Tenant, the entire amount
of Base Rent that was otherwise abated, as set forth above, shall be immediately
due and payable.
4. Real Estate Brokers. Tenant hereby warrants and represents to
Landlord that it has not dealt with or been represented by any broker in
connection with its execution of this Third Modification and Ratification of
Lease other than Landlord's listing agent, Venture Group Real Estate, LLC,
acting as agent of Landlord, and Xxxxxx X. Xxxxxxx, Inc., acting as agent of
Tenant. Tenant shall be responsible for payment of any compensation or
commission to its agent, Xxxxxx X. Xxxxxxx, Inc., with respect to this First
Modification and Ratification of Lease and Landlord shall be responsible for
payment of any compensation or commission to Venture Group Real Estate, LLC,
with respect to this First Modification and Ratification of Lease. Tenant agrees
to indemnify and hold Landlord harmless from and against any claims for
commissions or similar compensation from any or person claiming an entitlement
to any such payment as a result of its representation of Tenant. In addition,
Landlord agrees to indemnify and hold Tenant harmless from and against any
claims for commissions or similar compensation from any other broker or person
claiming an entitlement to any such payment as a result of its representation of
Landlord.
5. No Offer. The submission of this First Modification and Ratification
of Lease by Landlord to the Tenant is not an offer to modify or amend the Lease
and is not effective until execution and delivery by both Landlord and Tenant.
6. Entire Agreement. This First Modification and Ratification of Lease
contains the entire agreement between the parties as to its subject matter and
supersedes any and all prior agreements, arrangements or understandings between
the parties relating to the subject matter hereof.
7. Conflicts and Non-Amended Provisions. In the event of any express
conflict or inconsistency between the terms of the Lease and the terms of this
First Modification and Ratification of Lease, the terms of this First
Modification and Ratification of Lease shall
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control and govern. Except as modified above, the Landlord and Tenant hereby
confirm and ratify the terms, conditions and covenants of the Lease.
8. Counterparts. This First Modification and Ratification of Lease may
be executed in a number of identical counterparts, each of which shall be deemed
an original for all purposes, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have entered into this Agreement
effective as of the date first set forth hereinabove.
LANDLORD: TENANT:
ST. XXXX PROPERTIES, INC., a THE TRIZETTO GROUP, INC.,
Delaware corporation a Delaware corporation
By: /s/ R. XXXXXXX XXXXXXX By: /s/ XX XXXXXXXXXX
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R. Xxxxxxx Xxxxxxx Name: SR VP XX XXXXXXXXXX
Vice President - Title: & CFO
Asset Management
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