EXHIBIT 10.3
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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 "Other 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 Other
Lease (the "Land"), and the Building Improvements (as defined by the Other
Lease) to be constructed on the Land (collectively, the Land and the Building
Improvements, are referred to herein as the "Other Premises"); and
WHEREAS, contemporaneously with the Other Lease, Landlord and Tenant
entered into another Lease (the "Lease"), wherein Landlord leased to Tenant and
Tenant leased from Landlord approximately 1.50 acres of land located in the City
of Blue Ash, Xxxxxxxx County, Ohio, as more particularly described in the Lease
(the "Premises"); and
WHEREAS, the purpose of the Lease is permit Tenant to expand its
business operations, which are to be conducted on the Other Premises, to the
Premises; and
WHEREAS, Landlord and Tenant have entered into an Addendum to the Other
Lease (the "Other Addendum") regarding Tenant's application 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, under the Other Addendum, Landlord and Tenant confirmed that
Tenant's rights and obligations under the Other Lease are contingent upon Tenant
obtaining the Tax Credit with respect to its employees and business operations
on the Other Premises; and
WHEREAS, Landlord has agreed to also confirm that Tenant's rights and
obligations under the Lease are 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 Other 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) written notice of Tenant's intent to
terminate the Other Lease and (b) the Termination Penalty, as required and
defined by the Other Lease. In the event that Tenant does provide such written
notices of termination and the Termination Penalty by March 26, 2001, as
provided by the preceding sentence, the Lease and the rights, liability and
obligations thereunder shall automatically terminate on the date set forth on
such written notice of termination.
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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 regulation or law or from making any disclosures which
are reasonably necessary to fulfill their respective obligations under the Lease
or the Other 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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