1
Exhibit 10.22
Third Amendment to Lease
This Third Amendment to Lease Agreement (hereinafter the "Third Amendment") is
made and entered into this 26th day of October, 1993, by and between 3401
ASSOCIATES, L.P., a Tennessee limited partnership, (successor-in-interest to the
Equitable Life Assurance Society of the United States) as "Landlord", and
VENDELL HEALTHCARE, INC. (Successor-in-interest to Rivendell of America, Inc.),
as "Tenant".
WHEREAS, Landlord and Tenant entered into a certain Lease dated September 26,
1989, and as subsequently amended on February 21, 1990, by the "First Amendment
to Lease" and on March 1, 1993, by that "Second Amendment to Lease" (all
thereinafter referred to as the "Lease"), providing for the demise by Landlord
to Tenant of office space in a certain office building now commonly known and
designated as 0000 Xxxx Xxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx (the "Building"), all
as more specifically set forth in the Lease; and
WHEREAS, Landlord and Tenant desire to expand the premises by 3,329 rentable
square feet (the "Expansion Space") located on the fifth floor of the East Wing
of the Building.
NOW, THEREFORE, in consideration of mutual covenants and undertakings
hereinafter set forth by and between the parties hereto, the Lease is hereby
Amended as follows:
1. Amendment of Article I. "Lessee" Section. Line 5 of the Section captioned
"Lessee" in Article I of the Lease shall be amended to provide the
following:
"approximately 19,130 rentable square feet"
2. Amendment of Article I. "Term" Section. The Section captioned "Term" of
Article I of the Lease shall be deleted and the following substituted:
"The term of this lease shall commence on January 1, 1994, and shall
end on December 31, 1999 unless sooner terminated as provided herein,
to be occupied and used by the Tenant for general offices and for no
other purposes whatsoever. No easement for light or air is included in
the Premises."
3. Amendment of Article II. "Base Rental" Section. The Section captioned "Base
Rental (a)" of Article II of the Lease shall be deleted and the following
substituted:
"The Tenant shall pay to the Landlord as Base Rent, in legal tender,
at the Landlords office c/x Xxxxx & Xxxxx, Inc., 0000 Xxxx Xxx Xxxxxx,
Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx 00000, or as directed from time to
time by Landlord's notice, the annual sum of $306,080.00 payable in
equal monthly payments of $25,506.67 each, in advance promptly on the
first day of every calendar month of the term, except prorata, in
advance, for any partial month, without demand, the same being hereby
waived and without any set-off or deduction whatsoever. Interest at
the per
2
annum rate of 6% will be charged retroactive to the first day of the
month for rents not paid by the tenth (10th) of the calendar month."
4. Amendment of Article II. "Net Rentable Area" Section. The Section captioned
"Net Rentable Area" of Article II of the Lease shall be deleted and the
following substituted:
"The Net Rentable Area of the Building shall, for all purposes, be
deemed to be 250,000 square feet, and the Net Rentable Area of the
Premises shall be deemed to be 19,130 square feet."
5. Amendment of the "Rider to Lease". The "Rider to Lease" and all terms
contained therein attached to the Lease are deleted in their entirety and
are of no further force and effect.
6. Option to Renew. Tenant shall have the option to renew this Lease for one
(1) successive five (5) year term under the same terms and conditions of
the Lease, except that Base rent for the renewal term shall be calculated
at the then current market rate for the Premises, provided however, that:
1) the Tenant shall have notified the Landlord in writing of its election
to renew the term at least six (6) months prior to the commencement of such
term, and 2) at the time of such election and at the time of commencement
of such term, the Tenant shall not be in default under any of the terms,
covenants or conditions of the Lease with respect to a matter as to which
notice of default has been given hereunder and which has not been remedied
within the time limited in this Lease and this Lease has not been
terminated.
7. Amendment of Article II. "Operating Expense" Section Paragraph (g). Line 2
of paragraph (g) of the section captioned "Operating Expense" in Article II
of the Lease shall be amended to provide the following:
"for at least forty-six (46) cars in the Parking Garage located adjacent to
the Building."
8. Amendment of Article V. "Brokerage" Section. The Section captioned
"Brokerage" of Article V of the Lease shall be amended by deleting the
reference in the second line to "other than Xxxx X. Xxxxxxxxx Co. and FVAA,
Inc.", and substituting therefor, "other than Xxxxx & Xxxxx, Inc. and
Xxxxxx Xxxxxxxxx Associates."
9. Tenant Improvements. Landlord shall prepare the Premises for Tenant and
shall be responsible for all costs associated with the refit and
refurbishment of the Premises pursuant to construction drawings to be
agreed upon by Landlord and Tenant and attached hereto as Exhibit "A".
Landlord shall further pay Tenant the sum of $8,700.00 at commencement of
the Term of this Third Amendment to compensate Tenant for its out-of-pocket
costs in preparing the expansion space taken in the Second Amendment.
8. Definitions. Definitions and terms used in this Third Amendment shall have
the same definitions set forth in the Lease.
3
9. Incorporation. This Third Amendment shall be incorporated into and made a
part of the Lease and all provisions of this Lease not expressly modified
or amended shall remain in full force and effect.
In witness whereof, the parties hereto have executed this Third Amendment to
Lease Agreement by proper person thereunto authorize to do so on the day and
year first written above.
LANDLORD: TENANT:
3401 ASSOCIATES, L.P., acting by VENDELL HEALTHCARE, INC.
and through its Property Manager,
XXXXX & XXXXX, INC.
By: _______________________________ By: ______________________________
Its: ______________________________ Its: _____________________________
