AMENDED AND RESTATED ADMINISTRATIVE SUPPORT AGREEMENT
EXHIBIT 10.7
AMENDED AND RESTATED
This Agreement (the “Agreement”) dated as of December 1, 2005, by and between xxxxxxxxx.xxx
Inc. d/b/a Xxxxxxxx Road Capital., with offices at 0000 X. Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx,
Xxxx 00000 (“Xxxxxxxx Road”), and Cohesant Technologies Inc., a Delaware corporation with offices
at 0000 Xxxx 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 (“Cohesant”).
WHEREAS, the parties hereto are subject to an Administrative Support Agreement, dated December
1, 2001; and
WHEREAS, the parties desire to amend and restate such agreement;
NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained,
the parties agree as follows:
1. Responsibility of Xxxxxxxx Road. Xxxxxxxx Road shall provide office space and
administrative support services for Cohesant and its subsidiaries XXXXX Inc. and XXXXX Services
Inc. and for employees of Cohesant and those subsidiaries while in Cleveland.
2. Compensation. In consideration of the benefits and services listed above, Cohesant
shall pay to Xxxxxxxx Road an administrative fee of Eighty Six Thousand Six Hundred Sixty Seven
Dollars ($86,667.00) per annum, payable in advance in equal quarterly installments of $21,666.75 on
the first day of each quarter during the term hereof. During any renewal term payment shall be
made at the rate of $7,222.25 per month.
3. Term. This Agreement shall commence on the date first above written and shall
terminate on May 31, 2006. Thereafter, this agreement shall continue on a month-to-month basis
until such time as either party provides the other at least 10 days written notice of its election
to terminate the Agreement at the end of such month.
4. Notices. Notice to be given to the parties hereunder shall be by overnight
courier, facsimile transmission followed by a confirming, written copy, or United States certified
mail, return receipt requested, to the address of the respective parties set forth above. Either
party hereto may designate a new address at any time by notifying the other party in the manner set
forth above.
5. Modification. This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof amends and supersedes the Agreement, dated December 1, 2001
between Cohesant and Xxxxxxxx Road LLC. Any change, modification, amendment or alteration to this
Agreement shall be effected only in writing and signed by the party or parties against whom
enforcement of any such change, modification, amendment or alteration is sought.
6. Non-Waiver. The failure of any party hereto, at any time to require performance by
any party hereto of any provision hereof, shall in no way affect the right of such failing party
hereafter to enforce such provision nor shall any waiver by any part of any breach of any
provisions hereof be taken or held to be a waiver of any succeeding breach of such provisions
hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of
the provision itself.
7. Assignment and Successors; Binding Effect, etc. The rights and obligations of
Xxxxxxxx Road and Cohesant under this Agreement shall inure to the benefit of and shall be binding
upon the successors of Xxxxxxxx Road and Cohesant and may not be assigned without the consent of
the other party hereto, and any such purported assignment shall be null and void.
8. Governing Law. The terms of this Agreement shall be construed and governed in
accordance with the laws of the State of Ohio without regard to principles of conflicts of law.
9. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, all of which together shall constitute one Agreement. The signature of any
party to any counterpart, or facsimile thereof, may be appended to any other counterpart, and when
so appended shall constitute one original.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above
written.
xxxxxxxxx.xxx, Inc d/b/a XXXXXXXX ROAD CAPITAL. |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Xxxxxx X. Xxxxxxx, President | ||||
COHESANT TECHNOLOGIES INC. |
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By: | Xxxxxx X. Xxxxxx | |||
Xxxxxx X. Xxxxxx, Chief Financial Officer | ||||