EXHIBIT 10.4
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ADDENDUM
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THIS ADDENDUM (this "Addendum") is entered into, effective the 19th day
of January, 2001, by and between Al. Xxxxx, Inc., an Ohio corporation, (a/k/a Xx
Xxxxx, Inc.) ("Landlord") and Cintech Solutions, Inc., an Ohio corporation,
("Tenant") under the following circumstances:
WHEREAS, Landlord and Tenant entered into that certain Lease, dated
January 19, 2001 (the "Lease"), wherein Landlord leased to Tenant and Tenant
leased from Landlord approximately 2.25 acres of land located in the City of
Blue Ash, Xxxxxxxx County, Ohio, as more particularly described in the Lease
(the "Land"), and the Building Improvements (as defined by the Lease) to be
constructed on the Land (collectively, the Land and the Building Improvements,
are referred to herein as the "Premises"); and
WHEREAS, Tenant desires to apply for the Ohio Job Creation Tax Credit,
as described by Sections 122.17(A) to (M) of the Ohio Revised Code and Sections
122:7-1-01 to 122:7-1-08 of the Ohio Administrative Code (collectively, the "Tax
Credit"); and
WHEREAS, the Tax Credit, if granted to Tenant, will likely result in
significant corporate franchise tax savings to Tenant based upon state income
tax withheld from certain of Tenant's employees who are employed by Tenant on
the Premises; and
WHEREAS, Landlord has agreed to make Tenant's rights and obligations
under the Lease contingent upon Tenant receiving the Tax Credit, subject to the
terms and conditions of this Addendum.
NOW, THEREFORE, for and in consideration of the mutual promises set
forth herein, Landlord and Tenant enter into this Addendum to confirm the
foregoing contingency and the terms and contingencies applicable thereto.
1. CONTINGENCY. Landlord and Tenant hereby agree that in the event that
Tenant is not successful in obtaining the Tax Credit in connection with Tenant's
business and employment of employees at the Premises, Tenant shall have the
right to terminate the Lease by written notice thereof to Landlord provided that
(i) such notice of termination is delivered to Landlord not later than March 26,
2001 and (ii) Tenant, contemporaneously with said notice to terminate the Lease,
delivers to Landlord a termination fee equal to One Million Three Hundred
Fifteen and 00/100 Dollars ($1,315,000.00) ("Termination Fee"). In event that
Tenant does provide such written notice of termination and the Termination Fee
to Landlord by March 26, 2001, as provided by the preceding sentence, the Lease
and the rights, obligations and liability thereunder shall automatically
terminate on the date set forth on such written notice of termination.
2. BENEFIT OF THE TAX CREDIT. Landlord and Tenant hereby agree that
Tenant shall be the sole beneficiary of the Tax Credit, and Landlord shall have
no claim or right thereto.
3. NON-DISCLOSURE. Until the Tax Credit has been obtained, it is
understood and agreed that all public disclosures relating to the Lease and this
Addendum shall only be through releases which are mutually agreed upon in
writing. Any other public disclosures of the terms and conditions of the Lease
or this Addendum are strictly prohibited. Nonetheless, Tenant shall not be
prohibited from making disclosure of this the Lease or this Addendum to any
state or local agencies in connection with obtaining the Tax Credit, and neither
party shall be prohibited from making any public disclosure to a regulatory
agency, bank, accountant, etc., deemed necessary in order to fulfill disclosure
obligations imposed by
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regulation or law or from making any disclosures which are reasonably necessary
to fulfill their respective obligations under the Lease. In which event, the
party making such a disclosure shall inform the other party as to the nature and
timing of its intended announcement as far in advance as is practicable.
4. REMAINING EFFECT OF LEASE. Except as otherwise modified herein, the
Lease shall remain in full force and effect. In the event the terms of the Lease
and the terms of this Addendum conflict, the terms of this Addendum shall
control.
WITNESSES: LANDLORD:
XX XXXXX, INC., an Ohio corporation
/s/ Xxxx X. Xxxxxxx
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By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Vice President
/s/ Xxxxxxx X. Xxxxx
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TENANT:
CINTECH SOLUTIONS, INC.,
an Ohio Corporation
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/s/ Xxxxxxx X. Xxxxxx
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By: /s/ Xxxxx X. Xxxxxxxx
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/s/ Xxxxxxx X. Xxxx Name: Xxxxx X. Xxxxxxxx
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Title: President
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STATE OF OHIO )
) SS:
COUNTY OF XXXXXXXX )
The foregoing instrument was acknowledged before me this 23rd day of
March, 2001, by Xxxxx X. Xxxxx, Vice President of Xx Xxxxx, Inc., an Ohio
corporation, on behalf of the corporation.
/s/ Xxxx X. Xxxxxxx
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Notary Public
STATE OF OHIO )
) SS:
COUNTY OF XXXXXXXX )
The foregoing instrument was acknowledged before me this 21st day of
March, 2001 by Xxxxx X. Xxxxxxxx, the President of Cintech Solutions, Inc., an
Ohio corporation, on behalf of the corporation.
/s/ Xxxxx X.Xxxxxx
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Notary Public
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