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EXHIBIT 10.1(v)
SEVENTH AMENDMENT OF LEASE
THIS AGREEMENT, made as of the 1st day of April, 2001 between 401 Park
Avenue South Associates LLC, A New York Limited Liability Company having an
office at 30 West 26th Street, Eighth Floor, New York, New York ("Landlord") and
Health Management Systems, Inc. having an office at 401 Park Avenue South, New
York, New York ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into an Agreement of Lease made as of
September 24, 1982 and as amended by an Amendment of Lease dated January 6,
1986, a Second Amendment of Lease dated February 28, 1990, a Third Amendment of
Lease dated August 7, 1991, a Fourth Amendment of Lease dated January 11, 1994,
a Fifth Amendment of Lease dated May 30, 2000 and a Sixth Amendment of Lease
dated May 1, 2003 covering certain premises on the entire 8th, 9th, 10th, a
portion of the 11th floor and a portion of the 12th floor in the building known
as and located at 401 Park Avenue South, in the City, County and State of New
York (said Agreement of Lease and Amendments, being hereinafter called the
"Lease"); and
WHEREAS, the parties hereto desire to amend the Lease in the respects and
upon the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the sum of One Dollar ($1.00) paid by
each of the Parties hereto to the other (the receipt and sufficiency of which is
hereby acknowledged) and of other good and valuable consideration, including the
covenants and understandings herein contained, it is hereby agreed as follows:
1. Effective as of midnight March 31, 2001 (the "Surrender Date") Tenant
hereby irrevocably surrenders to Landlord the 12th floor portion of
the Demised Premises, the Lease and the term and estate thereby
granted related to the 12th floor portion of the premises demised by
the Lease (hereinafter referred to as the "12th Floor Premises"), to
the intent and purpose that the estate of Tenant in and to the 12th
Floor Premises only shall be wholly extinguished and that the term of
the Lease with respect to the 12th Floor Premises shall expire on the
Surrender Date in the same manner and with the same effect as if the
Surrender Date were the date set forth in the Lease for the expiration
of the term thereof. Tenant hereby agrees to surrender the 12th Floor
Premises on the Surrender Date in the condition and state of repair
existing on the date of the execution of this Agreement.
2. Tenant hereby confirms, ratifies and acknowledges that the Lease is in
full force and effect with respect to the 8th, 9th, 10th and 11th
floor portions of the premises demised by the Lease and that no other
modifications to the Lease have been made except as set forth in this
Seventh Amendment of Lease.
3. Effective April 1, 2001 and throughout the remaining Term of the
Lease, the annual rent as set forth in paragraph 2 of the Fourth
Amendment to Lease is changed to $709,477.
Health Management Systems, Inc. Page 1
Seventh Amendment of Lease
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4. Effective April 1, 2001, the figure 64,600 as defined in paragraph 4
of the Fourth Amendment of Lease shall be changed to 57,500.
5. Effective April 1, 2001, the amount $130,524 as defined in paragraph 5
of the Fourth Amendment of Lease shall be changed to $116,178.
6. Effective April 1, 2001, Tenants Percentage, as such term is defined
in paragraph 3 in the Third Amendment of Lease shall be changed to
18.995%.
7. Effective January 1, 2001 the amount $62,350 as defined in Paragraph 6
of the Fourth Amendment of Lease shall be changed to $48,494.
8. Effective April 1, 2001 the amount $48,494 as defined in the preceding
paragraph shall be changed to $43,160.
9. Landlord shall have the option (hereinafter the "Elevator Option") to
reclaim an area on each floor within the Demised Premises immediately
adjacent to the two passenger elevators located in the southwestern
portion of the Demised Premises. Such area shall be equal in size to
the area occupied by the existing passenger elevators. Landlord may
only exercise the Elevator Option for the purpose of installing a
third passenger elevator (the "Proposed Elevator"). Landlord shall
exercise the Elevator Option in writing 120 days in advance of the
date Landlord shall reclaim the area required for the Proposed
Elevator. Landlord shall proportionately reduce the rent and
additional rent equal to the percentage that the area reclaimed for
the Proposed Elevator bears to the total area of the floor. Landlord
shall bear all costs and expenses associated with severing the area
for the Proposed Elevator from the Demised Premises and Landlord at
its sole cost and expense shall (i) reconstruct the area of the
Demised Premises immediately adjacent to the Proposed Elevator to
match the condition and repair of such immediately adjacent space, and
(ii) shall relocate any of Tenant's equipment or fixtures which may be
installed in the area of the Proposed Elevator.
10. All other terms and conditions of the Lease are hereby confirmed and
shall remain in full force and effect.
This Amendment of Lease shall not be binding upon Landlord unless and until it
has been duly executed by Landlord and delivered by Landlord to Tenant.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
401 PARK AVENUE SOUTH HEALTH MANAGEMENT SYSTEMS, INC.
ASSOCIATES LLC Tenant
Landlord
By: STEPHEN J. MERINGOFF, MEMBER
BY: /s/ FARRELL VIRGA By /s/ VINCENT C. HARTLEY
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FARRELL VIRGA Vincent C. Hartley
Title ATTORNEY-IN-FACT Title Vice-President
Health Management Systems, Inc. Page 2
Seventh Amendment of Lease