**Exhibit 10.35**

 

FIRST ADDENDUM TO LEASE

 

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

 

A.                                   Lessorand 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 AngelesCounty, California.

 

B.                                     Lessorand Lessee mutually desire and agree that the Premises subject to the Lease bedecreased to 39,443 rentable square feet of space in the building located atthe project as outlined in “1stFloor, Exhibit A-1” and “2ndFloor, Exhibit A-2” attached hereto effective June 1, 2005 andfurther mutually desire and agree that said Premises shall be decreased to25,255 rentable square feet of space on the ground floor of the buildinglocated at the project as outlined in “1st Floor Exhibit B” attached hereto effective February 1,2006.

 

C.                                     Lessorand Lessee further desire that the term of the Lease shall be extended Five (5) yearsfrom the original expiration date.  Lessorand Lessee agree that the new expiration date of the Lease shall be January 31,2011.  The Lessee shall be able toterminate 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.                                    Lessorshall pay to Cresa Partners 4% commission on the first 30 months of the leaseby February 1, 2006.  Lessor shallpay to Cresa Partners 4% on the final 30 months by August 1, 2008, if andonly if SeeBeyond continues their occupancy through the remaining term of thelease.

 

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

 

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

 

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

 

H.                                    Lesseeshall allow Lessor total access to upstairs suite beginning the day after theannouncement of Lessee’s 1stquarter earnings, and partial access up until that point.

 

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

 

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

 

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

 

Effective June 1, 2005 (the “Effective Date”), the (“Term”) of theLease, 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) shallbe amended to the new number of parking stalls of one hundred twenty ninestalls (129) Monday-Friday and eighty-five (85) Saturday-Sunday.

 

Effective February 1, 2006 (the “Effective Date”), Paragraph 1.2(b) shallbe 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 Leaseshall 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 fullforce and effect.  All capitalized termsused, but not defined, herein shall have the meanings ascribed to them in theLease.  Unless expressly providedotherwise, 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 andyear 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. |
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| By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | /s/ BARRY J. PLAGA |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |  |  |  |  |  |

 

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