Exhibit 10.35


 


FIRST ADDENDUM TO LEASE


 


THIS FIRST
AMENDMENT TO LEASE is entered as of the 9th day of March 2005,
by and between S&F HUNTINGTON MILLENNIUM LLC (hereinafter referred to as
the “LESSOR”) and SEEBEYOND TECHNOLOGIES CORP., INC. (hereinafter referred to
as the “LESSEE”) with reference to the following facts and circumstances:


 


A.                                   Lessor
and Lessee entered that certain Standard Multi-Tenant Office Lease -Gross,
dated October 9, 2000, regarding 57,481 rentable square feet of space (the
“Existing Space”) located at 181 West Huntington Drive, Monrovia, Los Angeles
County, California.


 


B.                                     Lessor
and Lessee mutually desire and agree that the Premises subject to the Lease be
decreased to 39,443 rentable square feet of space in the building located at
the project as outlined in “1st
Floor, Exhibit A-1” and “2nd
Floor, Exhibit A-2” attached hereto effective June 1, 2005 and
further mutually desire and agree that said Premises shall be decreased to
25,255 rentable square feet of space on the ground floor of the building
located at the project as outlined in “1st Floor Exhibit B” attached hereto effective February 1,
2006.


 


C.                                     Lessor
and Lessee further desire that the term of the Lease shall be extended Five (5) years
from the original expiration date.  Lessor
and Lessee agree that the new expiration date of the Lease shall be January 31,
2011.  The Lessee shall be able to
terminate the lease on July 31, 2008 by notifying the Lessor prior to October 31,
2007 and paying $7,500 prior to July 31, 2008.


 


D.                                    Lessor
shall pay to Cresa Partners 4% commission on the first 30 months of the lease
by February 1, 2006.  Lessor shall
pay to Cresa Partners 4% on the final 30 months by August 1, 2008, if and
only if SeeBeyond continues their occupancy through the remaining term of the
lease.


 


E.                                      Lessor
shall modify ground floor space of their suite as per “1st Floor Exhibit B”
attached to be completed by April 25, 2005.


 


F.                                      Lessee
shall be offered the “Parsons” space at the same per square foot terms as the
first floor, if and when Parsons vacates. 
The Lessee shall have 10 business days to provide Lessor their decision.


 


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G.                                     Parking
as described in Paragraph 1.29b) shall be amended to coincide with dates of
decreasing usable square footage as noted below.


 


H.                                    Lessee
shall allow Lessor total access to upstairs suite beginning the day after the
announcement of Lessee’s 1st
quarter earnings, and partial access up until that point.


 


NOW, THEREFORE, in consideration of the Premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lessor and Lessee hereby agree as follows:


 


Effective June 1, 2005 (the “Effective Date”), Paragraph 1.2 of the
Lease shall be amended to the new rentable square footage of “39,443”.


 


Effective February 1, 2006 (the “Effective Date”), Paragraph 1.2
of the Lease shall be amended to the new rentable square footage of “25,255”.


 


Effective June 1, 2005 (the “Effective Date”), the (“Term”) of the
Lease, Paragraph 1.3 shall be amended to reflect a new expiration date of January 31,
2011.


 


Effective June 1, 2005 (the “Effective Date”), Paragraph 1.2(b) shall
be amended to the new number of parking stalls of one hundred twenty nine
stalls (129) Monday-Friday and eighty-five (85) Saturday-Sunday.


 


Effective February 1, 2006 (the “Effective Date”), Paragraph 1.2(b) shall
be amended to the new number of parking stalls of seventy-nine (79)
Monday-Friday and fifty-two (52) Saturday-Sunday.


 


From and after the Effective Date, Base Rent per month under the Lease
shall equal the following:


 


	
  06/01/05 – 01/31/06

  	
  ($2.19 per RSF)

  	
  =

  	
  $

  	
  86,380.17

  	
   

  
	
  02/01/06 – 01/31/07

  	
  ($2.06 per RSF)

  	
  =

  	
  $

  	
  52,000.00

  	
   

  
	
  02/01/07 – 01/31/08

  	
  (3% increase) 

  	
  =

  	
  $

  	
  53,560.00

  	
   

  
	
  02/01/08 – 01/31/09

  	
  (3% increase) 

  	
  =

  	
  $

  	
  55,167.00

  	
   

  
	
  02/01/09 – 01/31/10

  	
  (3% increase) 

  	
  =

  	
  $

  	
  56,822.00

  	
   

  
	
  02/01/10 – 01/31/11

  	
  (3% increase)

  	
  =

  	
  $

  	
  58,264.00

  	
   

  



 


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Except as expressly amended hereby, the Lease shall remain in full
force and effect.  All capitalized terms
used, but not defined, herein shall have the meanings ascribed to them in the
Lease.  Unless expressly provided
otherwise, all paragraph references herein shall be to paragraphs of the Lease.


 


IN WITNESS WHEREOF,
Lessor and Lessee have executed this First Amendment to Lease as of the day and
year first above written.


 


 


	
  Executed at                                               on
                                               ,
  2005

  
	
  LESSOR:

  	
  FOOTHILL TECHNOLOGY CENTER LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ BLAINE
  P. FETTER

  	
   

  	
   

  
	
   Blaine P. Fetter, Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed at Monrovia CA on March 14, 2005

  
	
  LESSEE:

  	
  SEEBEYOND TECHNOLOGIES CORP., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ BARRY J. PLAGA

  	
   

  	
   

  
							



 


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