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EXHIBIT 10.3
MUSI INVESTMENTS S.A.
000 XXX XXX XXXX XXXXXXX
X-0000 XXXXXXXXXX-XXXXXXXXX
May 14, 2001
Xxxxxx Technologies, Inc.
0000 Xxxxxx Xxxx Xxxxxxxxx
Xxxxxxx-Xxxxx, X.X. 00000
Attention: Xxxx Xxxxxx, Chairman
Dear Xxxx:
Reference is made to that certain letter agreement, dated
January 12, 2001 (the "L/C Letter Agreement"), between MUSI Investments S.A.
("MUSI") and Xxxxxx Technologies, Inc. (the "Company"), relating to the
provision by MUSI of a $1,500,000 letter of credit to secure the Company's
obligations to Bank of America, N.A. ("BofA") under the terms of that certain
commercial loan agreement dated February 20, 2000 (as amended, the "BofA
Facility"). Reference is further made to that certain Loan Agreement, dated as
of the date hereof between MUSI and the Company (the "Loan Agreement"), relating
to the $1,500,000 term loan to be provided by MUSI to the Company, the proceeds
of which will be utilized to pay-off the outstanding principal balance of the
BofA Facility.
MUSI hereby (a) releases the Company from its obligations
under the L/C Letter Agreement to deliver to MUSI the convertible note in the
principal amount of $1,500,000 (the "L/C Loan Note") as provided for Paragraph 3
of the L/C Letter Agreement, and (b) releases Xxxx Xxxxxx from his obligations
set forth in Paragraph 5 of the L/C Letter Agreement. The foregoing releases
shall not be deemed to release the Company and/or Xx. Xxxxxx from any of their
respective obligations under the Loan Agreement and the other loan documents
entered into in connection with the transactions contemplated by the Loan
Agreement.
MUSI hereby authorizes the escrow agent named under the L/C
Letter Agreement to release from escrow and deliver to the Company the L/C Loan
Note.
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Xxxxxx Technologies, Inc.
May 14, 2001
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Please indicate your agreement to the foregoing by signing the
enclosed copy of this letter agreement and returning the same to the
undersigned.
Very truly yours,
MUSI INVESTMENTS S.A.
By: /s/ Xxxx Xxxxxxx Antivari
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Name: Xxxx Xxxxxxx Antivari
Accepted and Agreed:
XXXXXX TECHNOLOGIES, INC.
By:/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Chairman and CEO
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx, individually
RUSKIN, MOSCOU, XXXXX & FALTISCHEK, PC, as escrow agent
By:______________________
Name: Xxxxxx Xxxxxxxxx
Title: Partner
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