Lease Agreement

AGREEMENT OF LEASE made as of this ____ day of June, 1993, between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation having an office at RiverPark, 800 Connecticut Avenue, Norwalk, Connecticut 06905 (hereinafter referred to as "Landlord") and OXFORD HEALTH PLANS, INC., a Delaware corporation having an address at P.O. Box 4033, Darien, Connecticut 06820 1433 (hereinafter referred to as Tenant").


W I T N E S S E T H


Landlord and Tenant hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, trustees, successors and assigns, hereby covenant and agree as follows:


ARTICLE 1


PREMISES, TERM AND RENT


1.1. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, subject to any ground leases and/or underlying leases and/or mortgages as hereinafter provided, and upon and subject to the covenants, agreements, terms, provisions and conditions of this Lease, in the building (hereinafter referred to as the "Building") situate on the land (hereinafter referred to as the "Land") located in the City of Norwalk and Town of Darien, County of Fairfield, State of Connecticut and as more particularly described in Exhibit A annexed hereto and made a part hereof, and also commonly known as the RiverPark Office Project, the following space: a portion of the First (1st) Floor West, portions of the First (1st) and Second (2nd Floors North and the entire Second (2nd), Third (3rd) and Fourth (4th) Floors West and the Fourth (4th) Floor North (hereinafter referred to as the "demised premises") all as shown hatched on the plans annexed hereto as Exhibit B; for a term to commence on July 1, 1993 (hereinafter referred to as the "Commencement Date") and end on February 28, 2001 (hereinafter referred to as the "Expiration Date") or until such term shall sooner cease and terminate as hereinafter provided.


1.2. Tenant shall pay to Landlord a fixed annual rent (hereinafter referred to as "fixed annual rent") as follows:


(i) $127,635.42 per month during the period commencing on the
Commencement Date and ending on August 31, 1993;


(ii) $2,189,782.50 per annum during the period commencing on
September 1, 1993 and ending on February 29, 1996;


(iii) $2,800,432.50 per annum during the period commencing on March
1, 1996 and ending on February 28, 1999;


(iv) $2,960,171.50 per annum during the period commencing on March
1, 1999 and ending on February 2000; and


(v) $3,119,910.50 per annum during the period commencing on March 1,
2000 and ending on February 28, 2001.


Each of the amounts provided in clauses (ii) (v) above shall be increased by $48,164.40 (hereinafter called the "Exercise Facility Rent")


Tenant agrees to pay the fixed annual rent in lawful money of the United States of America, in equal monthly installments in advance on the first day of each calendar month during said term, at the office of Landlord or such other place in the United States of America as Landlord may designate, without any setoff or deduction whatsoever, except such deduction as may be occasioned by the occurrence of any event permitting or requiring a deduction from or abatement of rent as specifically set forth in Articles 13 and 14 hereof. The first full month installment of fixed annual rent due under this Lease shall be paid by Tenant upon the execution of this Lease. Should the obligation to pay fixed annual rent commence on any day other than on the first day of a month, then the fixed annual rent for such month shall be prorated on a per diem basis and the balance of the first month's installment of fixed annual rent theretofore paid shall be credited against the next monthly installment of fixed annual rent.


1.3. Tenant shall pay the fixed annual rent and additional rent as above and as hereinafter provided, by good and sufficient check (subject to collection) drawn on a bank whose checks clear within three (3) Business Days of deposit by Landlord. All sums other than fixed annual rent payable by Tenant hereunder shall be deemed additional rent (for default in the payment of which Landlord shall have the same remedies as for a default in the payment of fixed annual rent), and shall be payable twenty (20) days after demand, unless other payment dates are hereinafter provided.


1.4. (a) If Tenant shall fail to pay when due any installment of fixed annual rent or any payment of additional rent for a period of seven (7) days after such installment or payment shall have become due, Tenant shall pay interest thereon at the Interest Rate (as such term is defined in Article 22 hereof), from the date when such installment or payment shall have become due to the date of the payment thereof and such interest shall be deemed additional rent.


(b) If Landlord shall fail to pay when due any amount which is
uncontested and due to Tenant hereunder for a period of seven (7)
days after Tenant shall give Landlord a notice thereof, Landlord
shall pay interest thereon at the Interest Rate (as such term is
defined in Article 22 hereof), from the date immediately following
such period to the date of the payment thereof.


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1.5. If any of the fixed annual rent or additional rent payable under the terms and provisions of this Lease shall be or become uncollectible, reduced or required to be refunded because of any Legal Requirement (as such term is defined in Article 22 hereof), Tenant shall enter into such agreement(s) and take such other steps (without additional expense to Tenant) as Landlord may request and as may be legally permissible to permit Landlord to collect the maximum rents which from time to time during the continuance of such legal rent restriction may be legally permissible (and not in excess of the amounts reserved therefor under this Lease). Upon the termination of such legal rent restriction, (a) the rents shall become and thereafter be payable in accordance with the amounts reserved herein for the periods following such termination and (b) Tenant shall pay to Landlord, to the maximum extent legally permissible, an amount equal to (i) the rents which would have been paid pursuant to this Lease but for such legal rent restriction less (ii) the rents paid by Tenant during the period such legal rent restriction was in effect.


ARTICLE 2


PREPARATION OF THE DEMISED PREMISES


2.1. Tenant shall accept the demised premises as is" on the Commencement Date and Landlord shall not be required to perform any work, install any fixtures or equipment or render any services to make the Building or the demised premises ready or suitable for Tenant's use or occupancy. All other installations, materials and work which may be undertaken by or for the account of Tenant to prepare, equip, decorate and furnish the demised premises for Tenant's occupancy shall be at Tenant's expense.


ARTICLE 3


Tax escalation


3.1. Tenant shall pay to Landlord, as additional rent, tax escalation in accordance with the provisions of this Article.


3.2. Definitions: For the purpose of this Article, the following definitions shall apply:


(a) The term "Tax Year" shall mean each period of twelve months,
commencing on the first day of July in which occurs any part of the term
of this Lease or such other period of twelve months occurring during the
term of this Lease as hereafter may be duly adopted as the fiscal year for
real estate tax purposes by the City of Norwalk, Connecticut.


(b) The term "The Building Project" shall mean the parcel of land
set forth in Exhibit A of this Lease, on a portion of which are the
improvements of which the demised premises form a part, with all the
improvements thereon


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(including without limitation, the office building and parking areas
erected thereon).


(c) The term "Comparative Year" shall mean the Tax Year commencing
on the July 1st immediately preceding the Commencement Date and each
subsequent Tax Year. If the present use of July 1 to June 30 Tax Year
shall hereafter be changed, then such changed Tax Year shall be used with
appropriate adjustment for the transition.


(d) The term "Taxes" shall mean the total of all real estate and
other taxes and special, general, extraordinary or other assessments,
sewer rents, water charges, occupancy taxes and other taxes or charges of
any kind or nature levied, assessed, imposed or attributable at any time
by the City of Norwalk, the Town of Darien or any other governmental
authority (including without limitation any town, city, district, county,
school district or public transportation authority) upon or against The
Building Project, and also any tax, assessment, or charge, levied,
assessed or imposed at any time by any governmental authority in
connection with the receipt of income or rents from The Building Project
to the extent that same shall be in lieu of all or a portion of any of the
aforesaid taxes, assessments or charges, or additions or increases
thereof. If, due to a future change in the method of taxation or in the
taxing authority, or for any other reason, a franchise, income, transit,
profit or other tax or governmental imposition, however designated, shall
be levied against owners and lessors of real property (as opposed to a tax
or imposition of general application) and the same shall be levied against
Landlord in substitution in whole or in part for the Taxes, then such
franchise, income, transit, profit or other tax or governmental imposition
shall be deemed to be included within the definition of "Taxes" for the
purposes hereof. If, by law, any assessment shall be payable in
installments, then, for the purposes hereof (i) such assessment shall be
deemed to have been payable in the maximum number of installments
permitted by law and (ii) there shall be included in Taxes, for each
Comparative Year in which such installments may be paid, the installments
of such assessment so becoming payable during such Comparative Year
(assuming no installment shall be paid until the latest date the same may
be made without imposition of a penalty), together with interest payable
during such Comparative Year. Except as provided above, there shall be
excluded from Taxes all municipal, state and federal income taxes assessed
against Landlord; corporate franchise taxes imposed against any corporate
owner of The Building Project; any municipal, state or federal estate,
succession, inheritance or wealth transfer taxes of Landlord. Taxes shall
also exclude any interest and/or penalties on delinquent payment of Taxes
by Landlord; any increases in Taxes which can be directly attributed to
improvements made to space in the Building which has been previously
improved for occupancy (including without limitation the demised
premises), by reference to the notes of the applicable tax assessor; any
taxes that are allocable to the construction of additional floors to the
Building or additional structures on the Building Project which increase
the rentable square feet available to Landlord in The Building Project for
leasing.


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(e) The term "Tax Base Factor" shall mean an amount equal to the
Taxes for the twelve (12) month period commencing September 1, 1993. To
the extent that the period for which the Tax Base Factor is to be
calculated does not correspond with the fiscal year for real estate taxes
of the jurisdiction to which the same are paid, the Tax Base Factor shall
be calculated using a weighted average of the Taxes for the fiscal years
in which such twelve (12) month period occurs (e.g., if the period upon
which the Tax Base Factor is based includes ten (10) months of one fiscal
year and two (2) months of another fiscal year, the Tax Base Factor shall
include 10/12th of the Taxes of the former and 2/12th of the Taxes of the
latter).


(f) The term "The Percentage," for purposes of computing tax
escalation pursuant to this Article, shall mean 40.83 (4O.83%) percent.
The Percentage has been computed on the basis of a fraction, the numerator
of which is the rentable square foot area of the demised premises and the
denominator of which is the rentable square foot area of the office
building comprising a part of The Building Project. The parties agree that
the rentable square foot area of the demised premises shall be deemed to
be 164,739 square feet and that the total rentable square foot area of the
office building comprising a part of The Building Project shall be deemed
to be 403,437 square feet.


(g) The term "Tax Escalation Statement" shall mean a written
statement (i) setting forth the amount payable by Tenant or Landlord as
the case may be, for a specified Comparative Year pursuant to this
Article, (ii) providing such detail as may be necessary to verify the
basis for the calculation and inclusion of each component of such amount,
and (iii) accompanied by copies of the tax bills from the taxing
authorities with respect to The Building Project for the then applicable
Tax Year(s).


3.3. (a) In the event that the Taxes payable for any Comparative Year shall exceed the Tax Base Factor, Tenant shall pay tax escalation to Landlord, as additional rent for such Comparative Year, in an amount equal to The Percentage of the excess (such amount being sometimes hereinafter called the "Tax Escalation Payment"), subject to the provisions of Section 3.12 hereof. Before or after the start of each Comparative Year, Landlord shall furnish to Tenant a Tax Escalation Statement of the Taxes payable for such Comparative Year. If 2)> the Taxes payable for such Comparative Year exceed the Tax Base Factor, additional rent for such Comparative Year in an amount1 equal to The Percentage of the excess shall be due from Tenant to Landlord in two equal installments, on June 1 preceding such Comparative Year and December 1 of such Comparative Year. If during the term of this Lease, Taxes are required to be paid (either to the appropriate taxing authorities or as tax escrow payments to a superior mortgagee) in full or in monthly, quarterly, or other installments, or on any other date or dates than as presently required (Taxes are currently due on July 1 and January 1 of each Comparative Year), then at Landlord's option, the Tax Escalation Payments shall be correspondingly accelerated or revised so that said Tax Escalation Payments are due 30 days prior to the


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date payments are due (to the taxing authorities or the superior mortgagee). The benefit of any discount for any early payment or prepayment of Taxes shall accrue solely to the benefit of Landlord and such discount shall not be subtracted from Taxes. If a Tax Escalation Statement is furnished to Tenant after the commencement of the Comparative Year in respect of which such Tax Escalation Statement is rendered, Tenant shall, within twenty (20) days thereafter pay to Landlord an amount equal to those installments of the total Tax Escalation Payment payable as provided in this subsection 3.03(a) during the period prior to the first day of the month next succeeding the month in which the applicable statement has been furnished.


(b) Landlord shall be entitled to estimate the Taxes payable with
respect to any Tax Year in order to make the computation described in
subsection 3.03(a) above. Any excess amount paid by Tenant or any
deficiency owed by Tenant based upon such estimate shall be repaid by
Landlord or paid by Tenant, as the case may be, with interest thereon at
the Interest Rate computed from the date owed to the payment or repayment
thereof.


(c) Tenant shall also pay to Landlord, as additional rent, the
entire amount of increases in Taxes directly allocable to improvements
made to the demised premises after the same has been initially improved
for occupancy to the extent such increases can be attributed by reference
to the notes of the tax assessor to such improvements. Payments by Tenant
under this subsection 3.03(c) shall be made as and when Tenant's Tax
Escalation Payment is due and payable to Landlord under subsection 3.03(a)
hereof.


3.4. If, after Tenant shall have made a payment of additional rent under this Article, the Taxes payable for any Comparative Year on which such payment of additional rent shall have been based shall be changed, then the amount payable for that Comparative Year shall be revised to reflect such change and appropriate adjustments promptly made between Landlord and Tenant. If, after Tenant shall have made a payment of additional rent under this Article, Landlord shall receive a refund of any portion of the Taxes payable for any Comparative Year on which such payment of additional rent shall have been based, as a result of a reduction of such Taxes by final determination of legal proceedings, settlement or otherwise, Landlord shall within forty five (45) days after receiving the refund pay to Tenant and/or credit against the installment(s) of fixed annual rent and additional rent becoming due during such forty five (45) day period The Percentage of the net refund, i.e., the amount of the refund less the reasonable or customary expenses, including payments to attorneys, appraisers and other experts, incurred by Landlord in connection with such refund. Only Landlord shall be eligible to institute tax reduction or other proceedings to reduce the assessed valuation of the Land and the Building.


3.5. The Tax Escalation Statements to be furnished by Landlord as provided in this Article shall constitute a final determination as between Landlord and Tenant of the Tax Escalation Payment for the periods represented thereby unless Tenant shall, within ninety (90) days after they are furnished, give a notice to Landlord that it disputes their


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accuracy or their appropriateness which notice shall specify the particular respects in which the Tax Escalation Statement is inaccurate or inappropriate. Pending the resolution of such dispute, Tenant shall pay additional rent to Landlord in accordance with the Tax Escalation Statement furnished by Landlord. Any amounts finally determined in connection with such a dispute to be owed to Landlord or Tenant as the case may be shall be paid by the applicable party to the other together with interest thereon at the Interest Rate computed from the date owed to the payment thereof.


3.6. In no event shall the fixed annual rent under this Lease be reduced by virtue of this Article.


3.7. If the Commencement Date is not the first day of a Comparative Year, then the additional rent due hereunder for such Comparative Year shall be a proportionate share of the additional rent for the entire Comparative Year, said proportionate share to be based upon the length of time that the term of this Lease shall have been in existence during such Comparative Year. Upon the date of any expiration or termination of this Lease, (except termination because of Tenant's default), whether the same be the date hereinabove set forth for the expiration of the term or any prior or subsequent date, a proportionate share of said additional rent for the Comparative Year during which such expiration or termination occurs shall immediately become due and payable by Tenant to Landlord, if it was not theretofore already billed and paid. Such proportionate share shall be based upon the length of time that this Lease shall have been in existence during such Comparative Year. Prior to or promptly after said expiration or termination, Landlord shall compute the additional rent due from Tenant, as aforesaid, and Landlord and Tenant shall thereupon make' appropriate adjustments of amounts then owing.


3.8. Landlord's and Tenant's obligation to make the adjustments referred to in Section 3.07 hereof above shall survive any expiration or termination of this Lease. After the termination of the Lease, the final adjustment for Tax Escalation pursuant to this Article 3 shall be made as soon as practicable, and if Landlord retains any moneys of Tenant due to excess payments made by Tenant hereunder, such excess moneys shall be promptly refunded to Tenant after such final adjustment has been made with interest thereon if and to the extent that Section 1.04(b) hereof is applicable thereto.


3.9. Any delay or failure of Landlord to bill any Tax Escalation Payment as provided in this Article 3 shall not constitute a waiver of or in any way impair the continuing obligation of Tenant to make such Tax Escalation Payment, unless such delay or failure shall continue for more than two (2) years after the end of the Comparative Year in which such Tax Escalation Payment became due and payable by Tenant, and thereafter Tenant shall have given Landlord a notice stating that unless Tenant receives such billing from Landlord within thirty (30) days from the date of such notice (and such billing is not received within such thirty (30) day period), such additional Tax Escalation Payment shall be deemed to have been waived.


3.10. Landlord shall advise Tenant by notice (hereinafter called the "Tax Contest Notice") within sixty (60) days after any new assessment or reassessment by the


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City of Norwalk increasing the assessed value of The Building Project (hereinafter called the "New Assessed Value") whether Landlord intends to contest such new assessment or reassessment. If Landlord advises Tenant that Landlord does not intend to contest such new assessment or reassessment, Landlord agrees that if Tenant shall, at Tenant's sole cost and expense, obtain and deliver to Landlord within sixty (60) days after the date of the Tax Contest Notice, an appraisal of The Building Project by a member of the American Institute of Real Estate Appraisers (or any successor association or body of comparable standing if such institute is not then in existence) reasonably acceptable to Landlord, showing that the New Assessed Value determined by the taxing authorities is more than twelve (12%) percent in excess of what it should be, then Landlord shall contest such reassessment or new assessment of the New Assessed Value.


3.11. (a) Tenant shall pay to Landlord, within twenty (20) days after Landlord's demand therefor, an amount equal to the reasonable or customary expenses, including payments to attorneys, appraisers and other experts, incurred by Landlord in connection with any contest pursuant to Section 3.10 hereof; however, if Landlord shall receive any refund in Taxes as a result of such contest, Landlord shall, before making any credits or refunds therefrom to any tenant in the Building, reimburse Tenant (to the extent that such refund or credit is sufficient therof or) for the expenses paid by Tenant pursuant to this Section 3.11 and the reasonable expenses incurred by Tenant in obtaining the appraisal described in Section 3.10 hereof.


(b) If Landlord shall obtain a reduction of Taxes payable upon or
against The Building Project for any Comparative Year before Tenant shall
make Tax Escalation Payments therefor, the Taxes for such Comparative Year
for the purposes of computing Tenant's Tax Escalation Payment shall
include an amount equal to the reasonable and customary expenses,
including payments to attorneys, appraisers and other experts incurred by
Landlord in obtaining such reduction, but in no event shall the aggregate
of such expenses included within Taxes as provided herein exceed the
amount of the reduction obtained thereby.


3.12. (a) For purposes of this Section 3.12, the following terms shall have the meanings hereinafter set forth:


(i) "The First Floor West and Fourth Floor North Percentage" shall
mean 10.56%;


(ii) "The Remaining Floors Percentage" shall mean 30.27%; and


(iii) "Modified Tax Base Factor" shall mean an amount equal to the
Taxes for the twelve (12) month period commencing on July 1, 1992.


The First Floor West and Fourth Floor North Percentage and the Remaining Floors Percentage have been computed on the basis of a fraction, the numerator of which is the rentable square foot area of the First Floor West and Fourth Floor North portion of the demised premises and the remaining portion of the demised premises, respectively, and


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the denominator of which is the rentable square foot area of the office building comprising a part of The Building Project. The parties agree that the rentable square foot area of the First Floor West and Fourth Floor North portion of the demised premises and the remaining portion of the demised premises shall be deemed to be 42,609 square feet and 122,130 square feet, respectively, and that the total rentable square foot area of the office building comprising a part of The Building Project shall be deemed to be 403,437 square feet.


(b) Notwithstanding anything to the contrary in this Article 3,
during the period commencing on the Commencement Date and ending on
February 29, 1996, the Tax Escalation Payment shall be the sum of:


(i) The First Floor West and Fourth Floor North Percentage of
the excess of the Taxes payable for any Comparative Year over the
Tax Base Factor; and


(ii) The Remaining Floors Percentage of the excess of the
Taxes payable for any Comparative Year over the Modified Tax Base
Factor.


(c) The Tax Escalation Payment for the Comparative Year commencing
on July 1, 1995 (or such other Comparative Year in which March 1, 1996
occurs) shall be equal to the sum of (i) the Tax Escalation Payment,
calculated as provided in this Section 3.12, for the period commencing on
July 1, 1995 and ending on February 29, 1996, and (ii) the Tax Escalation
Payment, calculated as otherwise provided in this Article 3 (and without
reference to the Modified Tax Base Factor), for the balance of such
Comparative Year. The Tax Escalation Payments for the Comparative Year
commencing July 1, 1996 and all Comparative Years thereafter shall be
computed utilizing the Tax Base Factor only and without regard to the
Modified Tax Base Factor.


ARTICLE 4


Expense Escalation


4.1. Tenant shall pay to Landlord, as additional rent, expense escalation in accordance with this Article.


4.2. Definitions: For the purpose of this Article, the following definitions shall apply:


(a) The term "Expense Base Factor" shall mean the Expenses for the
twelve (12) month period commencing September 1, 1993. To the extent that
the period for which the Expense Base Factor is to be calculated does not
correspond with the fiscal year that Landlord utilizes to establish
Expenses with respect to


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The Buildi ...