Exhibit 10.10
REIMBURSEMENT AND INDEMNIFICATION AGREEMENT
THIS REIMBURSEMENT AND INDEMNIFICATION AGREEMENT (the "Agreement") is made
as of July 14, 2000 between YASKAWA ELECTRIC AMERICA, INC., an Illinois
corporation with its principal of business at 0000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx,
Xxxxxxxx 00000 ("YEA"), and SYNETICS SOLUTIONS INC., an Oregon corporation with
its principal place of business at Southshore Corporate Park - Building A, 00000
XX Xxxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxx ("Synetics").
WITNESSETH:
WHEREAS, Yaskawa Electric Corporation, the sole shareholder of all of the
issued outstanding shares of capital stock of YEA, acquired a business which is
held through Synetics; and
WHEREAS, pursuant to a lease, dated July 17, 2000, between Catellus
Development Corporation (the "Landlord") and Synetics (the "Lease"), Synetics is
leasing real property from the Landlord and as a condition to the Lease, the
Landlord has requested a guaranty by YEA of the obligations of Synetics under
the Lease; and
WHEREAS, upon the terms and conditions set forth herein, YEA is willing to
issue such guaranty.
NOW, THEREFORE, in consideration of the mutual promises set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, YEA and Synetics hereby agree as follows:
1. ISSUANCE OF GUARANTY BY YEA
Subject to the terms and conditions of this Agreement, YEA shall issue, on or
before July 17, 2000, a guaranty for the benefit of the Landlord generally in
the form of Schedule 1 hereto (as amended, supplemented and modified from time
to time, the "Guaranty").
2. OBLIGATIONS OF SYNETICS
2.1 REIMBURSEMENT AND INDEMNIFICATION. With respect to any payment
by YEA under the Guaranty and all other amounts paid by YEA in connection
therewith, Synetics shall immediately, on the date such payment by YEA is due,
reimburse YEA for the amount of such payment together with all reasonable
expenses which YEA may pay or incur in connection therewith. Synetics shall also
reimburse YEA immediately for any indemnification paid to the Landlord by YEA
under the Guaranty. Synetics shall pay and indemnify YEA from and against any
and all claims, liabilities and losses incurred by YEA with respect to, in
connection with or arising out of the Guaranty, this Reimbursement Agreement or
enforcement hereof. Synetics shall pay all costs and expenses of YEA including,
without limitation, reasonable legal fees of counsel to YEA incurred in
connection with the issuance of the Guaranty and the negotiation, preparation
and execution of this Reimbursement Agreement.
2.2 INTEREST. If Synetics fails to pay to YEA any amount that has
become due under this Section 2, then Synetics shall pay such amount together
with the interest thereon from the due date to the actual date of payment at the
rate equal to the total of (i) the Prime Rate and (ii) two percent (2%) per
annum. For the purpose of this Section 2.4, the term "Prime Rate" shall mean,
for any day, the rate of interest per annum from time to time announced by The
Dai-Ichi Kangyo Bank, Ltd., as its prime rate for commercial loans denominated
in U.S. dollars in effect on such day.
2.3 LEASE. On or before the ___th business day prior to the issuance
by YEA of the Guaranty, Synetics shall deliver to YEA a certified copy of the
duly executed Lease. So long as the Guaranty is issued and outstanding, (i)
Synetics shall pay all rent due and any other amounts that may become due under
the Lease and (ii) shall not, without the prior written consent of YEA, amend,
modify or supplement the Lease.
3. MISCELLANEOUS
3.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.
3.2 NOTICES. Unless otherwise provided herein, all notices to or
upon the respective parties hereto shall be given to YEA or Synetics, as the
case may be, at their respective addresses and facsimile numbers shown opposite
their signatures on the signature page hereto (or at such other address or
facsimile number as either of such parties may hereafter specify in writing to
the other).
3.3 SUCCESSORS AND ASSIGNS. This Agreement shall bind, and the
benefits hereof shall insure to YEA and Synetics and their respective successors
and permitted assigns; provided, however, that Synetics may not transfer,
delegate or assign any or all of its rights and obligations hereunder without
the prior written consent of YEA.
3.4 SEVERABILITY. If any provision of this Agreement is held invalid
under any applicable law, such invalidity shall not affect any other provision
of this Agreement that can be given effect without the invalid provision and, to
this end, the provisions hereof are severable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the date first above written.
Addresses and
Telecommunications Information:
0000 Xxxxxx Xxxxx Xxxxx XXXXXXX ELECTRIC AMERICA, INC.
Xxxxxxxx, Xxxxxxxx 00000
Tel:
Fax:
Attention: By: XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Title: President & CEO
SYNETICS SOLUTIONS INC.
Southshore Corporation Park - Building A
00000 XX Xxxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxx
Tel: By: XXXX XXXXXXXX
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Fax: Name: Xxxx Xxxxxxxx
Attention: Title: Chairman and CEO
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