Exhibit 10.47
CONSENT TO ASSIGNMENT
This Consent to Assignment ("Consent") is made this 11TH day of July, 2000
by WRC PROPERTIES, INC., a Delaware corporation ("Landlord"), ORAL HEALTH
SERVICES, INC. ("Assignor"), OHS, INC. (which, together with Assignor, is
referred to as "Assignor Parties"), and AMERICAN PREPAID PROFESSIONAL SERVICES,
INC., a Florida corporation and COMPDENT CORPORATION, a Delaware corporation
(jointly and severally "Assignee").
A. Landlord and Assignor, formerly known as Oral Health Services of
Florida, Inc., entered into that certain Lease Agreement for Office Facilities
dated April 6, 1995 (the "Original Lease"), pursuant to which Assignor 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 0000 Xxxx Xxxxxx Xxxxx, Xxxxx, Xxxxxxx (the
"Building").
B. Landlord and Assignor 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 Assignor 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 Assignor 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 Assignor 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. The Original Lease, the First Amendment, the Second Amendment, the Third
Amendment, and the Fourth Amendment 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 "Premises".
G. Assignor has entered into a Stock Purchase Agreement dated as of April
11, 2000 (the "Purchase Agreement") with Assignees under which Assignor and its
parent, OHS, Inc. (heretofore defined as "Assignor Parties") would become
subsidiaries of Assignees. This transaction is referred to herein as the
"Assignment".
H. Paragraph 15.1 of the Original Lease provides that the conveyance of the
corporate stock of Assignor is an assignment for purposes of the Lease, and the
Lease therefore conditions the effectiveness of such assignment upon Landlord's
tender of its prior written consent in each instance.
NOW, THEREFORE, in consideration of the covenants and conditions of this
Consent, the sufficiency of which is hereby conclusively acknowledged, Landlord,
Assignor and Assignee agree as follows:
1. Consent. Landlord does hereby consent to the Assignment without waiver
of any restriction in the Lease concerning further assignment or subletting;
provided that:
(i) The Assignor Parties shall be and shall remain primarily liable on
the Lease for the entire Lease term and is in no way released from the full and
complete performance of all the terms, conditions, covenants and agreements
contained therein and, if the Lease is renewed so that its expiration date is
extended beyond its present term, or otherwise amended, Assignor shall remain
liable to Landlord for any default by Assignee under the Lease, even if Assignor
has not consented to the extension, renewal, or amendment.
(ii) Landlord is not bound by any of the terms, covenants and
provisions of the Assignment, and, except for approval of the entering into of
the Assignment itself and of the recognition of Assignee as assignee thereunder,
does not hereby consent to or approve any matters which are contemplated by the
Assignment and which are subject to Landlord's further consent or approval under
the provisions of the Lease.
(iii) In the event of any inconsistencies between the Lease and the
Assignment, the provisions of the Lease shall be controlling.
(iv) Prior to any occupancy of the Premises by Assignee, Assignee
shall provide notice to Landlord, together with a certificate of insurance
adding Landlord as an additional insured to Assignee's general liability and
excess liability insurance policies, disclosing a minimum limit of liability of
$1 million in Assignee's primary liability policy and $5 million in Assignee's
excess liability policy.
2
(v) Assignee, by its signature hereto, agrees to and does hereby
unconditionally assume the obligations of the Lease as of July 11, 2000 (the
"Effective Date"), including without limitation the obligation to pay all sums
due to Landlord thereunder, and Assignee agrees to be bound by all of the
covenants, agreements, terms provisions and conditions applicable to Assignor
Parties under the Lease.
(vi) In accordance with Paragraph 15.8 of the Original Lease, Assignor
Parties shall reimburse Landlord within thirty (30) days of Landlord's tender of
an invoice, for Landlord's costs, including attorney's fees, in investigating
and considering the assignment and in preparing this Consent.
2. Representations and Warranties. Assignor Parties and Assignee represent
and warrant to Landlord as follows:
(i) The Lease is in full force and effect and has not been modified.
(ii) Assignor Parties have paid through the end of the month in which
the Effective Date occurs all sums due and payable and Fixed Annual Rent and
Additional Rent under the Lease.
(iii) No default exists by Landlord in any of its obligations under
the Lease nor has any event occurred which, with the giving of notice and
passage of time will constitute a default by Landlord under the Lease.
(iv) Assignor Parties are the Tenant under the Lease and has the full
right and authority to assign the Lease to Assignee, subject only to obtaining
Landlord's consent.
(v) Assignee accepts Assignor's Assignment of the Lease
unconditionally and without any claims, offsets or defenses under the Lease.
3. Indemnification of Landlord. Assignor Parties and Assignee, jointly and
severally, indemnify and hold harmless Landlord from and against any and all
claims, actions, proceedings, costs, damages and expenses (including but not
limited to reasonable attorney's fees and disbursements, court costs, the costs
and expenses of such attorneys' professional staff, incurred or arising from the
Assignment or this Consent.
4. Brokers. Assignor Parties and Assignee hereby indemnify and hold
Landlord harmless from the claims of any brokers in connection with this
Consent.
5. Notices. All notices, demands or other writings provided to be given,
made or sent by any party hereto under this Consent or under the Lease shall be
deemed to have been fully given, if made in writing and delivered in person or
by public courier or deposited in the United States mail certified or
registered, return receipt requested and postage prepaid and addressed to the
parties at the following addresses, or with respect to Assignee, at the
Premises. The address to which any notice, demand or other writing may be given,
made or sent to either party may be changed by written notice given by such
party as above provided.
3
All notices to be sent to Assignee shall be directed to:
If to American Prepaid Professional Services, Inc.
000 Xxxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: President
If to Compdent Corporation
000 Xxxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: President
All notices to be sent to Assignor Parties shall be directed to:
If to Oral Health Services, Inc.
0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
If to OHS, Inc.
0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
All notices to be sent to Landlord shall be directed to:
The Xxxxx Group
000 Xxxxxxxxx Xxx (NW 00xx Xxxxxx) Xxxxx 000
Xxxxx, Xxxxxxx 00000
WRC PROPERTIES, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000-0000
Attention: Xxxxxxx X. Cairo
6. Effectiveness. This Consent shall become effective on the later of (i)
the Effective Date or (ii) the date of Landlord's execution hereof.
7. Effect of Delivery. This Consent shall not be effective, and shall not
be relied upon by any party, until such time as it has been executed by a duly
authorized officer of Landlord and a copy of this Consent, which has been fully
executed by Landlord, Assignor and Assignee, is delivered to Assignor.
(execution page follows)
4
IN WITNESS WHEREOF, Landlord, Assignor Parties and Assignee have executed
this Consent to Assignment on this __________ day of _____________, 2000.
ASSIGNOR PARTIES:
Witness as to ORAL HEALTH ORAL HEALTH SERVICES, INC.
SERVICES, INC.:
/s/ Xxxxx X Xxxxxx By: /s/ XXXXXXX XXXXXXX
------------------------------------- ------------------------------------
Signature Name: XXXXXXX XXXXXXX
Title: PRES
Xxxxx X Xxxxxx
Print Name
/s/ Xxxx Xxxxxx
-------------------------------------
Signature
Xxxx Xxxxxx
Print Name
Witness as to OHS, INC.: OHS, INC.
/s/ Xxxxx X Xxxxxx By: /s/ XXXXXXX XXXXXXX
------------------------------------- ------------------------------------
Signature Name: XXXXXXX XXXXXXX
Title: PRES
Xxxxx X Xxxxxx
Print Name
/s/ Xxxx Xxxxxx
-------------------------------------
Signature
Xxxx Xxxxxx
Print Name
ASSIGNEE:
Witness as to AMERICAN PREPAID AMERICAN PREPAID PROFESSIONAL SERVICES,
PROFESSIONAL SERVICES, INC.: INC.
/s/ Xxxxx X Xxxxxx By: /s/ XXXXX X. XXXXXXXX
------------------------------------- ------------------------------------
Signature Name: XXXXX X. XXXXXXXX
Title: EX. V.P.
Xxxxx X Xxxxxx
Print Name
/s/ Xxxx Xxxxxx
-------------------------------------
Signature
Xxxx Xxxxxx
Print Name
(execution page continues)
5
Witness as to COMPDENT CORPORATION: COMPDENT CORPORATION:
/s/ Xxxxx X Xxxxxx By: /s/ XXXXX X. XXXXXXXX
------------------------------------- ------------------------------------
Signature Name: XXXXX X. XXXXXXXX
Title: EX. V.P.
Xxxxx X Xxxxxx
Print Name
/s/ Xxxx Xxxxxx
-------------------------------------
Signature
Xxxx Xxxxxx
Print Name
Witness as to LANDLORD: LANDLORD:
WRC PROPERTIES, INC.
/s/ Xxxxxxx X. Cairo By: /s/ XXXXX ST. CLAIR
------------------------------------- ------------------------------------
Signature Name: XXXXX ST. CLAIR
Title: ASSISTANT SECRETARY
Xxxxxxx X. Cairo
Print Name
/s/ Xxxxxxx Xxxxxxxx
-------------------------------------
Signature
Xxxxxxx Xxxxxxxx
Print Name
6
