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Exhibit 10.3
February 7, 1997
Xx. Xxxx Xxxxxxxxx
Chief Financial Officer
HelpMate Robotics Inc.
Shelter Xxxx Xxxx
Xxxxxxx, XX 00000
Re: Purchase, Security and Remarketing Agreement ("Purchase Agreement")
dated February 7, 1997 between Leasing Technologies International, Inc.
("LTI") and HelpMate Robotics Inc. ("HelpMate")
Master Lease Agreement ("Master Lease") dated January 23, 1997 between LTI
and HelpMate
Dear Marc:
Unless otherwise indicated, defined terms in this letter shall have the
meanings set forth in the Purchase Agreement.
This letter confirms our understanding that, notwithstanding any provision in
the Master Lease or the Purchase Agreement to the contrary, HelpMate shall
have forty-five days to provide such documents and to complete such action as
may be necessary to comply with state and local tax law insofar as such laws
apply to the transactions contemplated by the Purchase Agreement and by the
Master Lease. Such action will include, but not be limited to, the items set
forth in a memorandum prepared by LTI, a copy of which is annexed to this
letter as Exhibit A. Notwithstanding the provisions of Section 7 of the
Purchase Agreement, if LTI has not received such documentation as it deems
reasonably necessary to comply with the provisions of this paragraph within
said forty-five day period, LTI may, upon notice to HelpMate, retain from the
Retained Amount, funds sufficient to satisfy the tax obligations with respect
to the transactions contemplated by the Purchase Agreement and the Master
Lease, and may disburse such funds to the appropriate taxing jurisdictions in
payment of such obligations.
This letter also confirms our understanding that, notwithstanding any
provision in the Master Lease or the Purchase Agreement to the contrary,
HelpMate shall also have forty-five days to provide evidence of qualification
to do business in any state where the Equipment or the Collateral Equipment
is located. HelpMate shall supply such evidence of qualification to LTI as
may be reasonably requested, including but not limited to good standing
certificates.
Xx. Xxxx Xxxxxxxxx
February 7, 1997
Page 2
Finally, this letter confirms that HelpMate shall, within forty-five days,
furnish to LTI (a) fully executed assignment and payment direction notices
referred to in Section 5 (e) of the Purchase Agreement from each User and (b)
insurance certificates from each User as required by the User Agreements. In
the event the documentation set forth in this paragraph and in the preceding
paragraph is not timely furnished, LTI may withhold payment of amounts in
excess of the Retained Amount until LTI has received such documentation.
Please indicate your agreement with the terms of this letter by signing in
the space provided below.
VERY TRULY YOURS,
LEASING TECHNOLOGIES INTERNATIONAL, INC.
F. Xxxxx Xxxxxx
President
Agreed:
HELPMATE ROBOTICS INC.
By Asst Treas
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