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EXHIBIT 10.22
FIRST AMENDMENT TO OFFICE BUILDING LEASE
THIS FIRST AMENDMENT TO OFFICE BUILDING LEASE AGREEMENT ("Amendment"),
by and between (i) DALLAS MAIN CENTER LIMITED PARTNERSHIP, a Delaware limited
partnership, ("Landlord"), and (ii) AMERICAN PHYSICIAN PARTNERS, INC., a
Delaware corporation ("Tenant"), is executed effective as of the 1st day of
July , 1997 (the "Effective Date").
W I T N E S S E T H:
WHEREAS, Landlord heretofore entered into that certain Office Building
Lease with Tenant dated October 1, 1996, under and pursuant to the terms of
which Landlord has leased to Tenant certain office space (the "Premises")
located in that certain building commonly known as "NationsBank Plaza" (the
"Building"), which is located at 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxx Xxxxxx, Xxxxx,
all as more particularly described in the Lease; and
WHEREAS, Tenant desires to exercise its Right of Opportunity pursuant
to Exhibit I of the Lease; and
WHEREAS, Landlord has agreed to the foregoing upon the terms and
conditions set forth below.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein, the parties hereto do hereby covenant and agree that the
Lease is amended, modified and supplemented as follows:
1. Defined Terms. Except as expressly defined in this Amendment,
all initial capitalized terms in this Amendment shall have the meaning assigned
to such terms in the Lease.
2. Certain Lease Modifications. From and after the Effective
Date, the following terms and provisions shall apply, and the Lease shall be
modified accordingly:
(a) Additional Floor Space. Landlord and Tenant
acknowledge and agree that from and after July 1, 1997 the Premises
shall be expanded to include approximately 2,874 square feet of
Rentable Area on the 23rd floor of the Tower, as shown on Exhibit A
attached hereto and made a part hereof (the "Additional Floor Space"),
with the result that Paragraph 2(b) of the Basic Lease Provisions
shall be deleted in its entirety and replaced with the following:
b. The "Agreed Rentable Area of the Premises" is
13,349 square feet.
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(b) Exhibit B to the Lease shall be deleted in its
entirety and replaced with Exhibit B to this Amendment.
(c) Basic Annual Rent. Landlord and Tenant acknowledge
and agree that as of July 1, 1997, the Basic Annual Rent due under the
Lease shall be increased to include the payment of rent for the
Additional Floor Space, which is as follows:
Rate Per Square Foot of Basic Annual Basic Monthly
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Additional Floor Space Rent Increase Rent Increase
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$18.00 $51,732.00 $4,311.00
Accordingly, Landlord and Tenant hereby acknowledge and agree that, as
of July 1, 1997, Basic Annual Rent and Basic Monthly Rent as contained
in 3(a) of the Basic Lease Provisions shall be increased to the
following:
Basic Annual Basic Monthly
------------ -------------
Rent Rent
---- ----
$208,857.00 $17,404.75
(d) Operating Cost. Landlord and Tenant acknowledge and
agree that from and after July 1, 1997, Tenant's Pro Rata Share of
Operating Costs and Energy Costs shall be adjusted to include the
Additional Floor Space.
3. Exhibit I. Landlord and Tenant acknowledge and agree that
Exhibit I of the Lease is hereby deleted and Tenant's Right of Opportunity is
hereby null, void and extinguished (and of no force and effect) with the result
that Tenant shall have no further rights and Landlord shall have no further
obligations thereunder.
4. AS IS. Landlord and Tenant acknowledge and agree, and Tenant
hereby accepts the Additional Floor Space in its "AS IS, WHERE IS" condition,
with all faults and conditions.
5. Broker. Tenant represents and warrants that Tenant has had no
dealings with any broker or agent in connection with the negotiation or
execution of this Amendment. Tenant hereby agrees to defend, indemnify and
hold harmless Landlord, from and against any claim by third parties for
brokerage, commission, finders or other fees relative to this Amendment
resulting from or arising out of any acts or agreements of Tenant.
6. Effect of this Amendment. Except as specifically amended by
the provisions hereof, the terms and provisions in the Lease shall continue to
govern the rights and obligations of the parties thereunder, and all provisions
and covenants of the Lease shall remain in full force and effect as stated
therein. In addition, the Lease hereby is amended and modified in a manner
consistent with the terms and provisions of this Amendment. This Amendment and
the Lease shall
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be construed as one instrument. In the event of any conflict between this
Amendment and the Lease, the terms and provisions of this Amendment shall
control and shall be paramount, and the Lease shall be construed accordingly.
The terms, provisions and covenants of this Amendment shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
successors in interest and legal representatives. The terms and conditions of
this Amendment may not be modified, amended, altered or otherwise affected
except by instrument in writing executed by Landlord and Tenant. THIS
AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN LANDLORD AND TENANT WITH
RESPECT TO THE AMENDMENT OF THE LEASE, AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN LANDLORD AND
TENANT. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN LANDLORD AND TENANT.
7. Counterparts. This Amendment may be executed in multiple
counterparts, each of which for all purposes is deemed an original, and all of
which constitutes collectively but one instrument; but in making proof of this
Amendment, it shall not be necessary to produce or account for more than one
(1) counterpart.
(The balance of this page is intentionally left blank.)
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IN WITNESS WHEREOF, Landlord and Tenant executed this Amendment in
multiple counterparts as of the Effective Date.
Address: LANDLORD:
0000 XxxxxxxXxxx Xxxxx XXXXXX XXXX CENTER LIMITED PARTNERSHIP,
000 Xxxx Xxxxxx a Delaware limited partnership
Xxxxxx, XX 00000 (successor by merger to Dallas Main
Center J.V. #1)
By: PREMISYS REAL ESTATE SERVICES,
INC., a Pennsylvania
corporation, its agent
By:
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Name: Xxxx Xxxxxxx
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Title: Vice President
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Address: TENANT:
0000 XxxxxxxXxxx Xxxxx XXXXXXXX PHYSICIAN PARTNERS, INC.
000 Xxxx Xxxxxx a Delaware corporation
Xxxxxx, XX 00000
By:
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Name:
---------------------------------
Title:
--------------------------------
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EXHIBIT "A"
ADDITIONAL FLOOR SPACE
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EXHIBIT"B"
This Exhibit is attached to and a part of that certain First Amendment
to Office Building Lease effective as of July 1, 1997, executed by and between
DALLAS MAIN CENTER LIMITED PARTNERSHIP, a Delaware limited partnership,
("Landlord") and AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation
("Tenant") (the "First Lease Amendment"), which amends and modifies that
certain Lease Agreement dated as of October 1, 1996, executed by and between
Landlord and Tenant (the "Lease"). By the terms of the First Lease Amendment,
this Exhibit "B" replaces the original Exhibit "B" to the Lease (the "Original
Exhibit "B""), such Original Exhibit "B" being deleted in its entirety and
replaced hereby. Any capitalized term not defined herein shall have the
meaning assigned to it in the provisions of the Lease and the First Lease
Amendment identified as the Basic Lease Provisions or Supplemental Lease
Provisions, as applicable. Landlord and Tenant mutually agree that the
attached Floor Plan is the Floor Plan for the Premises:
PREPARER OF LEASE FORM TO ATTACH FLOOR PLAN
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13,349 Rentable Square Feet, Suite 2301
(Entire Floor Plan)
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