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EXHIBIT 7
SEVENTH AMENDMENT TO LEASE AGREEMENT
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This Seventh Amendment to Lease Agreement ("Amendment") is made and
entered into effective as of this ____ day of June, 1997, by and between
CPX-Commercial Properties, Inc., a Kentucky Corporation ("Landlord") whose
principal place of business is 000 Xxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx,
00000 and ChoiceCare Health Plans, Inc., an Ohio Corporation ("Tenant") whose
principal place of business is 000 Xxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx,
00000.
RECITALS
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A. Key Property Development Corporation (formerly Corporex Properties,
Inc.) ("Key Property") and Midwest Foundation Independent Physician
Association, an Ohio Corporation (MFI), Tenant's predecessor in
interest, entered into a certain lease Agreement dated April 16, 1987,
for certain space located in the Grand Xxxxxxx Building, 000 Xxxx Xxxx
Xxxxx, Xxxxxxxxxx, Xxxx, 00000, ("Building"), which Lease Agreement was
amended and modified pursuant to an Amendment #1 to Lease Agreement
dated July 2, 1987, an Amendment #2 to Lease Agreement dated March 1,
1988, an Amendment #3 to Lease Agreement dated December 21, 1990, an
Amendment #4 to Lease Agreement dated April 11, 1991, an Amended and
Restated Lease Agreement dated February 27, 1992 and an Amendment #6 to
Lease Agreement Dated May 1, 1994 (hereinafter collectively referred to
as the "Lease").
B. Key Property sold the building to Landlord on May 22, 1992, pursuant to
that certain warranty deed dated May 22, 1992. As part of said sale,
Key Property assigned all of its right, title and interest in and to
the Lease to Landlord.
C. Effective as of October 1, 1995, MFI assigned its interest in the Lease
to Tenant.
D. Tenant desires to extend the term of the Lease for a portion of the
Leased Premises.
E. Landlord and Tenant agree to modify and amend the Lease as set forth
herein.
NOW THEREFORE, in consideration of the Leased Premises, the mutual
convenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree to modify the Lease as set forth herein.
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1) The initial term of the Lease as to the Core Lease Premises (as defined
below), containing approximately 92,866 square feet, is hereby extended
for a period of one (1) year and two (2) months (the extension period),
and such new termination date shall be extended from February 28, 1998
to April 30, 1999 (the "Extension Period"). The Lobby Level South space
shall convert from month-to-month and shall be extended from the date
of this amendment through April 30, 1999. Except as amended by this
Amendment, the terms and conditions of the Lease in effect as of
February 28, 1998 shall continue in effect during the Extension Period.
The Core Lease Premises include the following:
Base Lease 84,015 sq. ft
Expansion V Space 3,353 sq. ft.
Lobby Level South 14,254 sq. ft.
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101,622 sq. ft.
Less above Premises 8,756 sq. ft.
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(currently terminating 4/99)
Core Lease Premises 92,866 sq. ft.
2) The Annual Base Rent for the Core Lease Premises during the Extension
Period shall be $20.94 per rentable square foot per annum, payable
monthly in equal installments of $162,051.16. The annual Base Rent
shall be adjusted for the partial year of March 1, 1999 to April 30,
1999.
3) Effective July 1, 1997, paragraph 61 of the Lease shall be amended as
the Annual Base Rent for the Lobby Level Space for the period of July
1, 1997 through February 28, 1998 shall be reduced to $20.94 per
rentable square foot per annum, payable monthly in equal installments
of $24,873.23.
IT IS expressly understood that in all other respects, except as amended above,
the terms and conditions of the Lease shall remain and be in full force and
effect.
THIS Amendment shall be binding upon the successors and assigns of the
respective parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year hereinabove first written.
CPX-COMMERCIAL PROPERTIES, INC.,
A KENTUCKY CORPORATION
BY /s/ X. X. Xxxxxx
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TITLE Pres.
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DATE June 4, 1997
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CHOICECARE HEALTH PLANS, INC.,
AN OHIO CORPORATION
BY /s/ Xxxxx X. Xxxxxx
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TITLE Sr. V.P.
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DATE 6-4-97
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STATE OF: OHIO
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SS:
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COUNTY OF: XXXXXXXX
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The foregoing instrument was acknowledged before me this 4th day of June, 1997
by Xxxxxxx X. Xxxxxx, the President of CPX Commercial Properties Inc., a
Kentucky corporation, Landlord in the foregoing Lease Agreement, on behalf of
the corporation.
/s/ Xxxxxxx X. Xxxxxxx
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NOTARY PUBLIC
My Commission Expires:
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[SEAL] XXXXXXX X. XXXXXXX
Notary Public, State of Ohio
My Commission Expires May 17, 1998
STATE OF: OHIO
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SS:
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COUNTY OF: XXXXXXXX
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The foregoing instrument was acknowledged before me this 4th day of JUNE, 1997
by Xxxxx X. Xxxxxx, the SENIOR VICE PRES. of ChoiceCare Health Plans Inc., an
Ohio corporation, Tenant in the foregoing Lease Agreement, on behalf of the
corporation.
/s/ Xxxxxxx X Xxxxxxx
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NOTARY PUBLIC
My Commission Expires:
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[SEAL] XXXXXXX X. XXXXXXX
Notary Public, State of Ohio
My Commission Expires May 17, 1998
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