<PAGE>
Exhibit 10.48
FIFTH AMENDMENT
TO
LEASE AGREEMENT FOR OFFICE FACILITIES
This
Fifth Amendment to Lease Agreement for Office Facilities
("Fifth
Amendment") is made this 29TH day of OCT, 2001 by WRC PROPERTIES,
INC., a
Delaware corporation ("Landlord"), and AMERICAN PREPAID
PROFESSIONAL SERVICES,
INC., a Florida corporation and COMPBENEFITS CORPORATION, a
Delaware
corporation (jointly and severally "Tenant").
A.
Landlord and ORAL HEALTH SERVICES, INC., formerly known as Oral
Health
Services of Florida, Inc. ("Original Tenant"), entered into that
certain Lease
Agreement for Office Facilities dated April 6, 1995 (the "Original
Lease"),
pursuant to which Original Tenant leased the Premises known as
Suites 400 and
325, containing approximately 15,969 square feet of Net Rentable
Area (the
"Original Premises"), in the building known as 5775 Waterford,
located at 5775
Blue Lagoon Drive, Miami, Florida (the "Building").
B.
Landlord and Original Tenant entered into that certain First
Amendment
to Office Lease Agreement dated as of September 6, 1995 (the "First
Amendment")
for the purpose of expanding the Original Premises to include Suite
320
containing approximately 2,079 square feet of Net Rentable Area,
Suite 330
containing approximately 1,970 square feet of Net Rentable Area,
and Suite 137,
containing approximately 292 square feet of Net Rentable Area
(together the
"First Amendment Expansion Space"), located in the Building, and
for the other
purposes stated therein.
C.
Landlord and Original Tenant entered into that certain Second
Amendment
to Lease Agreement for Office Facilities dated February 11, 1997
(the "Second
Amendment") for the purpose of further expanding the Premises
demised under the
Original Lease and the First Amendment to include an additional
1,056 square
feet of Net Rentable Area located on the third floor of the
Building (the
"Second Amendment Expansion Space"), and for the other purposes
stated therein.
D.
Landlord and Original Tenant entered into that certain Third
Amendment
to Lease Agreement for Office Facilities dated June 11, 1997 (the
"Third
Amendment") for the purpose of further expanding the Premises
demised under the
Original Lease, the First Amendment and the Second Amendment to
include an
additional 1,155 square feet of Net Rentable Area located on the
third floor of
the Building (the "Third Amendment Expansion Space"), and for the
other purposes
stated therein.
E.
Landlord and Original Tenant entered into that certain Fourth
Amendment
to Lease Agreement for Office Facilities dated November 5, 1997
(the "Fourth
Amendment") for the purpose of further expanding the size of the
Premises
demised under the Original Lease, the First Amendment, the Second
Amendment and
the Third Amendment to include Suite 200 in the Building,
containing
approximately 7,394 square feet of Net Rentable Area (the "Fourth
Amendment
Expansion Space").
F.
Landlord, Original Tenant and CompDent Corporation entered into
that
certain Consent to Assignment dated July 11, 2000 ("Consent") for
the purpose of
evidencing
<PAGE>
Landlord's consent to the assignment of the Original Lease, the
First Amendment,
the Second Amendment and the Third Amendment from Original Tenant
to CompDent
Corporation, and for the other purposes set forth therein.
G.
CompDent Corporation changed its name to CompBenefits Corporation
my
amendment to its Certificate of Incorporation dated July 12, 2000
filed with the
Secretary of State of the State of Delaware on July 12, 2000.
H.
The Original Lease, the First Amendment, the Second Amendment, the
Third
Amendment, the Fourth Amendment and the Consent are referred to
herein as the
"Lease". The Original Premises, the First Amendment Expansion
Space, the Second
Amendment Expansion Space, the Third Amendment Expansion Space and
the Fourth
Amendment Expansion Space are referred to herein as the "Existing
Premises".
I.
Tenant wishes to extend the Term of the Lease, and the reduce the
size
of the Existing Premises. Accordingly, Landlord and Tenant are
entering into
this Fifth Amendment.
TERMS
NOW,
THEREFORE, for Ten Dollars ($10.00) and the covenants and
conditions
of this Amendment, the receipt and sufficiency of which are hereby
conclusively
acknowledged, Landlord and Tenant agree as follows:
1.
Recitals. The above recitals are true and correct and are agreed to
by
Landlord and Tenant as if such recitals were fully set forth
herein.
2.
Terms. All undefined capitalized terms herein shall have the
same
meanings as defined in the Lease.
3.
Lease Term. The Term of the Lease is hereby extended for a period
of
five (5) years from the "Redefined Premises Commencement Date" as
defined in
Exhibit "D" hereto.
4.
Tenant to Temporarily Vacate Suite 400. Tenant shall, on or
before
September 7, 2001, vacate Suite 400 and remove all of its personal
property and
trade fixtures therefrom. Notwithstanding the foregoing, Tenant may
leave the
systems installed in the "Existing Telephone and Security Equipment
Room"
designated in Exhibit "A" hereto until it causes the relocation of
such
equipment to the "New Telephone and Security Equipment Room", also
designated on
Exhibit "A" hereto, in accordance with the procedures set forth in
Exhibit "D"
hereto.
5.
Interim Base Rental. For the period between May 16, 2001 and the
date
that Tenant vacates Suite 400 in the condition required under
Paragraph 4 above,
Tenant shall continue to pay Base Rent for the Premises as set
forth in the
Lease, which is, as of March 1, 2001, the amount of $20.74 per
square foot of
Net Rentable Area, as subsequently adjusted pursuant to Exhibit "C"
to the
Original Lease. From and after the date that Tenant vacates Suite
400 in the
foregoing required condition until the "Redefined Premises
Commencement Date" as
hereinafter defined, Tenant shall pay Base Rent for the Premises
(but excluding
Suite 400)
<PAGE>
as set forth in the Lease and in accordance with the amount per
square foot set
forth in this Paragraph 5, as adjusted from time to time.
6.
Interim Proportionate Share. For the period between May 16, 2001
and the
date that Tenant vacates Suite 400 in the condition required under
the Paragraph
4 hereof, Tenant shall continue to pay its Proportionate Share of
Operating
Expenses for the Premises as set forth in the Lease. From and after
the date
that Tenant vacates Suite 400 in the condition required under
Paragraph 4 hereof
until the Redefined Premises Commencement Date, Tenant's
Proportionate Share of
Operating Expenses shall be 25.02264%. As set forth in the Lease,
Tenant shall
pay its Proportionate Share of Operating Expenses for such period
under this
Fifth Amendment to the extent Operating Expenses exceed the amount
of $7.50 per
square foot per year.
7.
Interim Premises. From the date that Tenant vacates Suite 400 in
the
condition required under Paragraph 4 above until the Redefined
Premises
Commencement Date, the Premises demised under the Lease shall
consist of 14,647
square feet of Net Rentable Area, and shall include each portion of
the Premises
except for Suite 400 (the "Interim Premises") Tenant shall vacate
the Interim
Premises in the condition required under the Lease on or before
five (5)
business days following the Redefined Premises Commencement Date,
and Tenant
shall pay all sums due under the Lease for the Interim Premises
until it so
timely vacates the Interim Premises.
8.
Redefined Premises Commencement Date. The Redefined Premises
Commencement Date shall occur on the date that Landlord has
substantially
completed the improvements to Suite 400 to be accomplished under
the scope of
Exhibit "D" hereto. Notwithstanding the foregoing, in the event
that Tenant
causes any delays as enumerated in Exhibit "D" hereto in the
Redefined Premises
Commencement Date, it shall pay Base Rent and its Proportionate
Share of
Operating Expenses for Suite 400 for each such day of Tenant
delay.
9.
Redefined Premises. From and after the Redefined Premises
Commencement
Date, Tenant's Premises under the Lease shall consist of Suite 400
and Suite 325
consisting of 15,969 square feet of Net Rentable Area, (the
"Redefined
Premises"). Tenant's Proportionate Share of Operating Expenses
shall be
27.2811%. From and after the Redefined Premises Commencement Date,
Tenant shall
pay its Proportionate Share of Operating Expenses to the extent
Operating
Expenses exceed $8.62 per square foot of Net Rentable Area. Tenant
has been in
occupancy of the Redefined Premises, and accepts it in AS-IS
condition subject
to the work to be performed by Landlord under Exhibit "D"
hereto.
10.
Redefined Premises Base Rent. Tenant shall pay Base Rent for
the
Redefined Premises in accordance with the following schedule, plus
sales tax
thereon. Exhibit "C" to the Lease shall be deleted from and after
the Redefined
Premises Commencement Date. "Year 1" in the following schedule
shall commence on
the Redefined Premises Commencement Date.
<TABLE>
<CAPTION>
PERIOD
ANNUAL BASE RENT/SQ.FT. ANNUAL BASE RENT
MONTHLY BASE
RENT
------
------------------------ ----------------
-----------------
<S> <C>
<C>
<C>
1
$21.00 1/16/02 - 1/17/03
$335,349.00
$27,945.75
2
$21.50 1/16/03 - 1/17/04
$343,333.50
$28,611.12
3
$22.00 1/16/04 - 1/17/05
$351,318.00
$29,276.50
</TABLE>
<PAGE>
<TABLE>
<S> <C>
<C>
<C>
4
$22.50 1/16/05 - 1/17/06
$359,302.50
$29,941.88
5
$23.00 1/16/06 - 1/17/07
$367,287.00
$30,607.25
</TABLE>
11.
Payment of Rent. Paragraphs 5.2 and 23.1(a) of the Original Lease
are
hereby modified to provide that Tenant shall, with respect to its
payments of
rent or additional rent under the Lease, receive notice and a ten
(10) day
period to cure following such notice two (2) times in each calendar
year before
such payment shall be considered late and before late charges shall
apply.
Furthermore, late fees shall not commence to accrue unless Tenant's
payment is
not received by the fifth day of the month in which it is due.
12.
Parking.
a. Other than
the unreserved, allocated parking spaces under the
Lease, Tenant has no further parking rights under the Lease or
under any other agreements with Landlord and any other such
agreements, whether express or implied, are hereby revoked.
Without limitation of the foregoing, Tenant shall not be
permitted to park or use for parking the undeveloped land
parcel
adjacent to and west of the building known as 5757 Waterford.
b. From and
after the Redefined Premises Commencement Date, the
second sentence of Paragraph 12.1 of the Original Lease shall
provide that Tenant's allocated share of parking shall be 70
spaces.
13.
Brokers. Tenant hereby warrants that it has had no dealings with
any
real estate broker or agent in connection with the negotiation of
this Fifth
Amendment other than The Hogan Group, which has represented
Landlord, and CB
Richard Ellis, Inc., which has represented Tenant. Tenant agrees to
and hereby
indemnifies Landlord from any claims for commission or expenses
relating to any
claim by any other real estate broker or agent in connection with
this Fifth
Amendment or otherwise relating to the Lease.
14.
Lease in Full Force and Effect. Tenant represents, warrants and
acknowledges that the Lease is unmodified, other than pursuant to
the terms of
this Fifth Amendment, and is in full force and effect as modified
herein, that
rent has been paid through the date hereof and that Landlord is not
in default
in the performance of any covenant, agreement or condition
contained in the
Lease, as modified, and that Tenant has no defense to the payment
of any amounts
due under the Lease, as modified.
15.
Effect of Delivery. This Fifth Amendment shall not be effective,
and
shall not be relied upon by either party, until such time as it has
been
executed by a duly authorized officer of Landlord and a copy of
this Fifth
Amendment, which has been fully executed by both Landlord and
Tenant, is
delivered to Tenant.
(execution page follows)
<PAGE>
IN
WITNESS WHEREOF, Landlord and Tenant have executed this Fifth
Amendment
on this _____ day of __________________, 2001.
TENANT:
Witness as to AMERICAN PREPAID
AMERICAN PREPAID PROFESSIONAL SERVICES,
PROFESSIONAL SERVICES, INC.:
INC.
/s/ Rosa M. Vichcales
By: /s/ Phyllis Klock
-------------------------------------
------------------------------------
Signature
Name: Phyllis Klock
Title: President & COO
Rosa M Vichcales
Print Name
/s/ Kimela S. Comstock
-------------------------------------
Signature
Kimela S. Comstock
Print Name
Witness as to COMPBENEFITS
CORPORATION:
COMPBENEFITS CORPORATION
/s/ Rosa M Vichcales
By: /s/ Phyllis Klock
-------------------------------------
------------------------------------
Signature
Name: Phyllis Klock
Title: President & COO
Rosa M Vichcales
Print Name
/s/ Kimela S. Comstock
-------------------------------------
Signature
Kimela S. Comstock
Print Name
Witness as to LANDLORD:
LANDLORD:
WRC PROPERTIES, INC.
/s/ Frances L. Cairo
By: /s/ HARRY ST. CLAIR
-------------------------------------
------------------------------------
Signature
Name: HARRY ST. CLAIR
Title: ASSISTANT SECRETARY
Frances L. Cairo
Print Name
/s/ Pauline Osborne-Ellis
-------------------------------------
Signature
Pauline Osborne-Ellis
Print Name
<PAGE>
EXHIBIT "A"
FLOOR PLAN OF THE
REDEFINED PREMISES, SPECIFICALLY INDICATING THE LOCATION OF
THE "EXISTING TELEPHONE AND SECURITY EQUIPMENT ROOM" AND THE "NEW
TELEPHONE AND
SECURITY EQUIPMENT ROOM"
<PAGE>
EXHIBIT "D"
WORK LETTER AGREEMENT
This
Work Letter agreement (this "Work Letter") is attached to and
made
part of that certain FIFTH AMENDMENT TO LEASE AGREEMENT FOR OFFICE
FACILITIES
(the "Fifth Amendment") dated the ____________ day of ____________,
2001 by and
between WRC PROPERTIES, INC. ("Landlord") and AMERICAN PREPAID
PROFESSIONAL
SERVICES, INC., a Florida corporation and COMPBENEFITS CORPORATION,
a Delaware
corporation (jointly and severally "Tenant"). The terms,
definitions and other
provisions of the Lease as modified by the Fifth Amendment are
hereby
incorporated into this Work Letter by reference. This Work Letter
addresses work
to be performed by Landlord in the Redefined Premises as defined in
the Fifth
Amendment in the period between the date that Tenant vacates Suite
400 and Suite
325 in the condition required under the Fifth Amendment. All
references herein
to the "Premises" are references to the Redefined Premises
only.
In
consideration of the execution of the Lease and the mutual
covenants and
conditions hereinafter set forth, Landlord and Tenant agree as
follows:
1.
IMPROVEMENTS:
(a) Tenant has
previously been in occupancy of the Redefined Premises under
the Lease. This Work Letter sets forth the agreement with respect
to the
construction of improvements to the Redefined Premises as defined
in the Fifth
Amendment. All improvements to the Redefined Premises, whether
constructed or
installed by Landlord or Tenant, shall be hereinafter referred to
as the "Tenant
Improvements", which shall be comprised of materials at least equal
to the
Building Grade as herei
