EXHIBIT 10.65
FIRST AMENDMENT TO LEASE AND
ACKNOWLEDGMENT
This First Amendment to Lease and
Acknowledgment (“ First Amendment ”), dated for
reference purposes only as of February 8, 2007, is made with
reference to that certain Lease Agreement dated as of July 24,
2006 (“ Lease ”) by and between Panattoni
Development Company, LLC, a California Limited Liability Company,
as “ Landlord ” therein, and Health Net of
California, Inc., a California corporation (as
successor-in-interest to Health Net Inc., a Delaware Corporation),
as “ Tenant ” therein, regarding that certain
premises (“ Premises ”) located at 11031 Sun
Center Drive Rancho Cordova, CA and which is more particularly
described in the Lease.
The undersigned hereby confirms the
following and the provisions of the Lease are hereby amended by the
following:
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1.
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That all
conditions which are to be satisfied prior to the full
effectiveness of the Lease have been satisfied, except for the
items set forth on the attached Exhibit “A”
(“Landlord’s Outstanding Obligations Under the
Lease”).
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2.
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That in
accordance with Section 4 of the Lease, the Commencement Date
is January 1, 2007, and that, the Expiration Date is
December 31, 2009.
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3.
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That to
Tenant’s actual knowledge, the Lease is in full force and
effect and that the same represents the entire agreement between
Landlord and Tenant concerning Tenant’s lease of the
Premises.
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4.
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That to
Tenant’s actual knowledge, there are no existing defenses
which Tenant has against the enforcement of the Lease by Landlord,
and no offsets or credits against any amounts owned by Tenant
pursuant to the Lease.
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5.
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That
Tenant’s obligations to pay the Rent are presently in effect
and that all rentals, charges and other obligations on the part of
Tenant under the Lease commence to accrue on January 1,
2007.
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6.
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Tenant has not
made any prior assignment, with the exception of the assignment
from Health Net Inc., a Delaware Corporation, to Health Net of
California, Inc., a California corporation.
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7.
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Section 37(r), Late
Charges, is hereby amended to change “fifth day” to
“tenth day” in the 7 th line thereof.
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8.
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Section 39(b)(1) is hereby deleted and
replaced with the following:
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“If Tenant elects to exercise
its option to renew the term of the Lease for the First Option
Term, then Tenant shall provide Landlord with written notice (the
“First Renewal Notice”) no later than 5:00 pm on
December 31, 2007. If Tenant elects to exercise its option to
renew the term of the Lease for the Second Option Term, then Tenant
shall provide Landlord with written notice (the “Second
Renewal
Notice”, and generically with
the First Renewal Notice, a “Renewal Notice”) no later
than 5:00 pm on December 31, 2008. If Tenant fails to provide
such notice, Tenant shall have no further or additional right to
extend or renew the term of this Lease.”
The third sentence of
Section 39(b)(5) is hereby deleted.
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9.
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Section 39(c) is hereby amended to
provid
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