Exhibit 10.2
MASTER LEASE AGREEMENT
This Master Lease Agreement (the "Lease") is made the 23rd day of January,
1997 between Leasing Technologies International, Inc., with its principal office
at Soundview Plaza, 0000 Xxxx Xxxxxx, Xxxxxxxx, XX 00000 (the "Lessor"), and
HelpMate Robotics Inc., with its principal office at Shelter Rock Lane, Danbury,
CT 06810 (the "Lessee"). The parties hereto agree as follows:
1. Lease:
This Lease establishes the general terms and conditions by which Lessor may
lease to Lessee the Equipment (the "Equipment") listed on each Equipment
Schedule executed periodically pursuant to this Lease. Each such Equipment
Schedule shall incorporate by reference the terms of this Lease, and shall be a
separate lease agreement as to the Equipment listed thereon for all purposes,
including default. If the provisions of an Equipment Schedule conflict with the
provisions of this Lease, the provisions of such Equipment Schedule shall
prevail.
2. Definitions:
(a) The "Installation Date" means the date determined in accordance with the
applicable Equipment Schedule.
(b) The "Commencement Date" means, as to any item of the Equipment
designated on any Equipment Schedule where the Installation Date for such item
of Equipment falls on the first day of the month, that date, or, in any other
case, the first day of the month following the month in which such Installation
Date falls.
(c) The "Daily Rental" means 1/30th of the amount set forth as the monthly
rental in the applicable Equipment Schedule.
3. Term of Lease:
The term of this Lease, as to all Equipment designated on any Equipment
Schedule, shall commence on the Installation Date for such Equipment, and shall
continue for an initial period ending that number of months as is specified on
the applicable Equipment Schedule from the Commencement Date for the last item
of Equipment to be installed (the "Initial Term"). Thereafter, the term of this
Lease for all such Equipment shall be as set forth in the Purchase Agreement (as
defined in Section 13 (b) hereof.
4. Rental:
The monthly rental payable hereunder is as set forth in the Equipment
Schedule(s). Rental shall begin to accrue on the Installation Date for each item
of Equipment and shall be due and payable by Lessee on the last day of each
month. If the Installation Date does not fall on the first day of a month, the
rental for that period of time from the Installation Date until the Commencement
Date shall be an amount equal to the Daily Rental multiplied by the number of
days from (and including) the Installation Date to (but not including) the
Commencement Date and
COUNTERPART NO. 2 of 2
shall be due and payable on the Installation Date. In addition to the monthly
rental set forth in the Equipment Schedule(s), Lessee shall pay to Lessor an
amount equal to all taxes paid, payable or required to be collected by
Lessor, however designated, which are levied or based on the rental, on the
Lease or on the Equipment or on its purchase for lease hereunder, or on its
use, lease, operation, control or value (including, without limitation, state
and local privilege or excise taxes based on gross revenue), any penalties or
interest in connection therewith which are attributable to Lessee's
negligence or taxes or amounts in lieu thereof paid or payable by Lessor in
respect of the foregoing, but excluding taxes based on Lessor's net income.
Personal property taxes assessed on the Equipment during the term hereof
shall be paid by Lessee. Lessee agrees to file, on behalf of Lessor, all
required property tax returns and reports concerning the Equipment with all
appropriate governmental agencies, and, within not more than thirty (30) days
after the due date of such filing to send Lessor confirmation of such filing.
Interest on any past due payments, including but not limited to
administrative charges and any other charges or fees arising out of or
related to this Lease, shall accrue at the rate of 1 1/4% per month, or if
such rate shall exceed the maximum rate allowed by law, then at such maximum
rate, and shall be payable on demand. Charges for taxes, penalties and
interest shall be promptly paid by Lessee when invoiced by Lessor.
5. Installation, Use and Quiet Possession of Equipment:
(a) INTENTIONALLY OMITTED.
(b) Any equipment, cards, disks, tapes or other items not specified in the
Equipment Schedule(s) which are used on or in connection with the Equipment must
meet the specifications of the manufacturer and shall be acquired by Lessee at
its own expense.
(c) Lessee shall use the Equipment solely in connection with Lessee's
business and for no other purpose. Subject to the preceding sentence, Lessee
shall be entitled to unlimited usage of the Equipment without extra charge by
Lessor.
(d) Unless otherwise set forth in the applicable Equipment Schedule, Lessee
will at all times keep the Equipment in its sole possession or control.
Notwithstanding any provision to the contrary contained in this Lease, Lessee
shall have the right to sublease the Equipment to health care facilities
("Users") pursuant to agreements between Lessee and Users which have been
approved in writing by Lessor. The Equipment shall not be moved from the
location stated in the applicable Equipment Schedule without the prior written
consent of Lessor.
(e) After prior notice to Lessor, (which notice shall not be required with
respect to routine service or maintenance calls). Lessee may, at its own
expense, make alterations in or add attachments to the Equipment, provided such
alterations or attachments do not interfere with the normal and satisfactory
operation or maintenance of the Equipment or with Lessee's ability to obtain,
maintain and/or provide the maintenance required by Section 5(g) hereof. The
manufacturer or other organization selected by Lessee and approved in writing by
Lessor to maintain the Equipment ("Maintenance Organization") may incorporate
engineering changes or make temporary alterations to the Equipment upon request
of Lessee. All such alterations and
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attachments shall be and become the property of Lessor or, at the option of
Lessee, shall be removed by Lessee and the Equipment restored, at Lessee's
expense, to its original condition as of the Installation Date thereof,
reasonable wear and tear only excepted, and upon the removal and restoration,
the alteration and/or attachment which was made by Lessee shall become the
property of Lessee. Lessor agrees that Lessee is an approved Maintenance
Organization.
(f) So long as Lessee is not in default hereunder, neither Lessor nor any
party claiming through or under Lessor shall interfere with Lessee's use or
possession of any Equipment during the term of this Lease.
(g) Lessee shall, during the term of this Lease, at its expense, maintain
the Equipment and keep the Equipment in good working order and condition and
make all necessary adjustments, repairs and replacements and shall not use or
permit the Equipment to be used in any manner or for any purpose for which, in
the opinion of the manufacturer, the Equipment is not designed or reasonably
suitable.
(h) INTENTIONALLY OMITTED.
(i) Except as otherwise provided in Section 8 of the Purchase Agreement,
at the termination of the applicable Equipment Schedule, Lessee shall, at its
expense, return the Equipment subject thereto to Lessor (at the location
designated by Lessor) in the same operating order, repair, condition and
appearance as on the Installation Date, reasonable wear and tear only
excepted, with all engineering and safety changes prescribed by the
manufacturer or Maintenance Organization incorporated therein. Lessee shall,
prior to such termination, arrange and pay for any repairs, changes and
manufacturer's certifications as are necessary for the manufacturer or
Maintenance Organization to accept the Equipment under contract maintenance
at its then standard rates. Lessee shall return all accessories supplied with
the Equipment, including but not limited to all manuals, cables and software
diskettes. Lessee shall promptly pay, after receipt of an invoice therefore,
all costs and expenses pertaining to the replacement of any missing items and
for the repair of any Equipment, together with any audit, inspection or
certification charges reasonably incurred by Lessor.
6. Leasehold Rights and Inspection:
(a) Lessee shall have no interest in the Equipment other than the rights
acquired as a lessee hereunder and the Equipment shall remain personally
regardless of the manner in which it may be installed or attached. Lessee shall,
at Lessor's request, affix to the Equipment, tags, decals or plates furnished by
Lessor, indicating Lessor's ownership and Lessee shall not permit their removal
or concealment. Lessee shall replace any such tag, decal or plate which may be
removed or destroyed or become illegible. Except for Lessee's stock
identification and customary product labeling, Lessee shall keep all Equipment
free from any marking or labeling which might be interpreted as a claim of
ownership thereof by Lessee or any party other than Lessor or anyone claiming
through Lessor.
(b) Lessee shall keep the Equipment free and clear of all liens and
encumbrances except liens or encumbrances arising through the actions or
omissions of Lessor or otherwise arising
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through the Purchase Agreement. Subject to Section (d) of this Agreement,
Lessee shall not assign or otherwise encumber this Lease or any of its rights
hereunder or sublease the Equipment without the prior written consent of
Lessor except that Lessee may assign this Lease or sublease the Equipment to
its parent or any subsidiary corporation, or to a corporation which shall
have acquired all or substantially all of the property of Lessee by merger,
consolidation or purchase. No permitted assignment or sublease shall relieve
Lessee of any of its obligations hereunder.
(c) Subject to the agreements between Lessee and the users of the Equipment,
Lessor or its agents shall have free access to the Equipment at all reasonable
times (and upon prior notice except in case of emergency) for the purpose of
inspection and for any other purpose contemplated by this Lease.
(d) Lessee shall immediately notify Lessor of all details concerning any
damage to, or loss of, the Equipment arising out of any event or occurrence
whatsoever, including but not limited to, the alleged or apparent improper
manufacture, functioning or operation of the Equipment.
7. No Warranties By Lessor:
Lessee represents that, at the Installation Date thereof, it shall have (a)
thoroughly inspected the Equipment; (b) determined for itself that all items of
Equipment are of a size, design, capacity and manufacture selected by it; and
(c) satisfied itself that the Equipment is suitable for Lessee's purposes.
LESSOR SUPPLIES THE EQUIPMENT AS IS AND NOT BEING THE MANUFACTURER OF THE
EQUIPMENT, THE MANUFACTURER'S AGENT OR THE SELLER'S AGENT, MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED AS TO THE EQUIPMENT'S MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, QUALITY, CAPACITY, MATERIAL
OR WORKMANSHIP OR AS TO PATENT INFRINGEMENT OR THE LIKE, it being agreed that
all such risks, as between Lessor and Lessee, are to be borne by Lessee. Lessee
agrees to look solely to the manufacturer or to suppliers of the Equipment for
any and all warranty claims and any and all warranties made by the manufacturer
or the supplier of Lessor are, to the extent to which the same may be
assignable, hereby assigned to Lessee for the term of the applicable Equipment
Schedule. Lessee agrees that Lessor shall not be responsible for the delivery,
installation, maintenance, operation or service of the Equipment or for delay or
inadequacy of any or all of the foregoing. Lessor shall not be responsible for
any direct or consequential loss or damage resulting from the installation,
operation or use of the Equipment or otherwise. Lessee will defend, indemnify
and hold Lessor harmless against any and all claims, demands and liabilities
arising out of or in connection with the design, manufacture, possession or
operation of the Equipment.
8. Risk of Loss on Lessee:
(a) Beginning on the Installation Date thereof and continuing until the
Equipment is returned to Lessor as provided in this Lease, Lessee relieves
Lessor of responsibility for all risks of physical damage to or loss or
destruction of the Equipment, howsoever caused. During the term of this Lease
as to any Equipment Schedule, Lessee shall, at its own expense, keep in
effect "all risk" property insurance and public liability insurance policies
covering the Equipment designated in each Equipment Schedule. The public
liability insurance policy shall be in such amount as is
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reasonably acceptable to Lessor. The "all risk" property insurance policy
shall be for an amount not less than the replacement cost of the Equipment.
Lessor, its successors and assigns and/or such other party as may be
designated by any thereof to Lessee, in writing, shall be named as additional
insureds and loss payees on such policies, which shall be written by an
insurance company of recognized responsibility which is reasonably acceptable
to Lessor. Evidence of such insurance coverage shall be furnished to Lessor
no later than the Installation Date set forth in the Equipment Schedule(s)
and, from time to time, thereafter as Lessor may request. Such policies shall
provide that no less than ten days written notice shall be given Lessor and
any other party named as loss payee prior to cancellation of such policies
for any reason. To the extent of Lessor's interest therein, Lessee hereby
irrevocably appoints Lessor or any other party named as loss payee as
Lessee's attorney-in-fact coupled with an interest to make claim for, receive
payment of, and execute any and all documents that may be required to be
provided to the insurance carrier in substantiation of any such claim for
loss or damage under said insurance policies, and to endorse Lessee's name to
any and all drafts or checks in payment of the loss proceeds.
(b) If any item of Equipment is rendered unusable as a result of any
physical damage to, or destruction of, the Equipment, Lessee shall give to
Lessor immediate notice thereof and this Lease shall continue in full force and
effect without any abatement of rental. Lessee shall determine, within fifteen
(15) days after the date of occurrence of such damage or destruction, whether
such item of Equipment can be repaired. In the event Lessee determines that the
item of Equipment cannot be repaired, Lessee shall either, at its expense,
promptly replace such item of Equipment and convey title to such replacement to
Lessor free and clear of all liens and encumbrances, and this Lease shall
continue in full force and effect as though such damage or destruction had not
occurred, or pay Lessor therefor in cash the Stipulated Loss Value (defined
below) within thirty (30) days of such loss or damage. "Stipulated Loss Value,"
as used herein, shall be an amount as shown on Exhibit A to the applicable
Equipment Schedule. In the event Lessee determines that such item of Equipment
can be repaired, Lessee shall cause such item of Equipment to be promptly
repaired. All proceeds of insurance received by Lessor, the designated loss
payee, or Lessee under the policy referred to in the preceding paragraph of this
Section shall be applied toward the cost of any such repair or replacement so
long as Lessee shall not be in default of its obligations hereunder.
9. Events of Default and Remedies:
The occurrence of any one of the following shall constitute an Event of
Default hereunder:
(a) Lessee fails to pay an installment of rent on or before the date when
the same becomes due and payable and such failure continues for a period of five
days after notice thereof;
(b) Lessee attempts to remove, sell, transfer, encumber, sublet or part with
possession of the Equipment or any items thereof, except as expressly permitted
herein;
(c) Lessee shall fail to observe or perform any of the other obligations
required to be observed or performed by Lessee hereunder and such failure shall
continue uncured for ten (10) days after written notice thereof to Lessee by
Lessor or the then assignee hereof;
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(d) Lessee ceases doing business as a going concern, makes an assignment
for the benefit of creditors, admits in writing its inability to pay its
debts as they become due, files a voluntary petition of bankruptcy, is
adjudicated a bankrupt or an insolvent, files a petition seeking for itself
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar arrangement under any present or future statute, law
or regulation or files an answer admitting the material allegations of the
petition filed against it in any such proceeding, consents to or acquiesces
in the appointment of a trustee, receiver, or liquidator of it or of all or
any substantial part of its assets or properties, or if it or its
shareholders shall take any action looking to its dissolution or liquidation;
(e) Within thirty (30) days after the commencement of any proceedings
against Lessee seeking reorganization, arrangement, readjustment,
liquidation, dissolution or similar relief under any present or future
statute, law or regulation, such proceedings shall not have been dismissed,
or if within thirty (30) days after the appointment without Lessee's consent
or acquiescence of any trustee, receiver or liquidator of it or of all or any
substantial part of its assets and properties, such appointment shall not be
vacated; or
(f) The receipt by Lessee of a default notice in connection with the
performance or observation of any material term, condition or covenant of any
loan agreement, indenture, trust agreement, lease or similar agreement to which
Lessee is a party or by which Lessee is bound (including any other agreements
between Lessor and Lessee) and such default continues beyond any applicable cure
period.
In the event the Purchase Agreement contains notice and cure periods which
differ from those set forth in this Paragraph 9, the periods set forth in the
Purchase Agreement shall supersede those set forth herein.
Upon the occurrence of an Event of Default, Lessor may at its option (but
subject to the rights of the Users) do any one or more of the following: (i) by
notice to Lessee terminate this Lease as to any or all Equipment Schedules; (ii)
whether or not this Lease is terminated as to any or all Equipment Schedules,
take possession on not less than three (3) days' notice of any or all of the
Equipment listed on any or all Equipment Schedules, wherever situated, and for
such purpose, enter upon any premises without liability for so doing or Lessor
may cause Lessee and Lessee hereby agrees, to return said Equipment to Lessor as
provided in this Lease; (iii) recover from Lessee, as liquidated damages for
loss of a bargain and not as a penalty, all past due amounts as well as an
amount equal to the present value of all moneys to be paid by Lessee during the
remaining Initial Term or any successive period then in effect, calculated by
discounting at the rate of six percent (6%) per annum compounded monthly, which
payment shall become immediately due and payable; and (iv) sell, dispose of,
hold, use or lease any Equipment as Lessor in its sole discretion may determine
(and Lessor shall not be obligated to give preference to the sale, lease or
other disposition of the Equipment over the sale, lease or other disposition of
similar equipment owned or leased by Lessor).
In the event that Lessee shall have first paid to Lessor or its assigns the
liquidated damages referred to in (iii) above, Lessee shall thereafter be
entitled to receive all rentals or proceeds received from any reletting of the
Equipment during the balance of the Initial Term (after deduction of Lessor's
expected residual value of the Equipment at the expiration of the Initial Term
or any
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extension thereof and of all expenses incurred in connection therewith) said
amount never to exceed the amount of the liquidated damages paid by Lessee.
Lessee agrees that Lessor shall have no obligation to sell the Equipment.
Lessee shall in any event remain fully liable for reasonable damages as
provided by law and for all costs and expenses incurred by Lessor or its
assigns on account of such default including but not limited to all court
costs and reasonable attorney's fees. Lessee hereby agrees that, in any
event, it will be liable for any deficiency after any lease or other
disposition of the Equipment. The rights afforded Lessor hereunder shall not
be deemed to be exclusive, but shall be in addition to any rights or remedies
provided by law.
10. Net Lease:
Except as otherwise specifically provided in this Lease, it is understood
and agreed that this is a net lease, and that, as between Lessor and Lessee,
Lessee shall be responsible for all costs and expenses of every nature
whatsoever arising out of or in connection with or related to this Lease or the
Equipment (including, but not limited to, transportation in and out, rigging,
manufacturer's approved packing, installation, certification costs and
disconnect charges). Lessee hereby agrees that in the event that Lessee fails to
pay or perform any obligation under this Lease, Lessor may, at its option, pay
or perform said obligation and any payment made or expense incurred by Lessor in
connection therewith shall become additional rent which shall be due and payable
by Lessee upon demand.
11. Assignment:
Lessee agrees that Lessor may transfer or assign all or any part of
Lessor's right, title, and interest in, under or to the Equipment and this
Lease and any or all sums due or to become due pursuant to any of the above,
to any third party (the "Assignee") for any reason and that the Assignee may
so re-assign and transfer. Lessee agrees that upon receipt of written notice
from Lessor or Assignee of such assignment, Lessee shall perform all of its
obligations hereunder for the benefit of Assignee and any successor assignee
and, if so directed, shall pay all sums due or to become due thereunder
directly to the Assignee or to any other party designated by the Assignee.
Lessee hereby covenants, represents and warrants as follows and agrees that
the Assignee and any successor assignee shall be entitled to rely on and
shall be considered a third party beneficiary of the following covenants,
representations and warranties: (i) Lessee's obligations hereunder are
absolute and unconditional and are not subject to any abatement, reduction,
recoupment, defense, offset or counterclaim available to Lessee for any
reason whatsoever including operation of law, defect in the Equipment,
failure of Lessor or Assignee to perform any of its obligations hereunder or
for any other cause or reason whatsoever, whether similar or dissimilar to
the foregoing; (ii) Lessee shall not look to Assignee or any successor
assignee to perform any of Lessor's obligations hereunder; (iii) Lessee will
not amend or modify this Agreement without the prior written consent of the
Assignee and any successor assignee; and (iv) Lessee will send a copy to
Assignee and any successor assignee of each notice which Lessee sends to
Lessor.
12. Representations and Warranties of Lessee:
Lessee represents and warrants to Lessor and its assigns, as follows:
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1. The execution, delivery and performance of this Lease has been duly
authorized and, upon execution by Lessor and Lessee, will constitute a valid
obligation binding upon and enforceable against Lessee in accordance with its
terms, subject to laws governing creditors' rights;
2. The performance by Lessee will not result in any breach, default or
violation of, Lessee's certificate of incorporation or charter or by-laws or any
material agreement to which Lessee is a party;
3. Lessee is in good standing in its jurisdiction of incorporation, and in
any jurisdiction in which the equipment is located; and
4. Any and all financial statements or other information with respect to
Lessee heretofore furnished by Lessee to Lessor was, when furnished, and remains
at the time of execution of this Lease, true and complete.
Lessor represents and warrants to Lessee as follows:
1. The execution, delivery and performance of this Lease has been duly
authorized and, upon execution by Lessor and Lessee, will constitute a valid
obligation binding upon and enforceable against Lessor in accordance with its
terms, subject to laws governing creditors' rights; and
2. The performance by Lessor will not result in any breach, default or
violation of, Lessor's certificate of incorporation or by-laws or any agreement
to which Lessor is a party.
The foregoing representations and warranties shall survive the expiration or
termination of this Lease.
13. Miscellaneous:
(a) During the term of this Lease, Lessee shall furnish, as soon as
available and in any event within ninety (90) days after the last day of
Lessee's fiscal year, a copy of Lessee's annual audited statements and
consolidating and consolidated balance sheet, if any, as of the end of such
fiscal year, accompanied by the opinion of an independent certified public
accounting firm of recognized standing. The Lessee shall furnish such other
financial information as may be reasonably requested by Lessor.
(b) This Lease together with the Purchase, Security and Remarketing
Agreement (the "Purchase Agreement") dated concurrently, between Lessor and
Lessee, constitutes the entire agreement between Lessee and Lessor with respect
to the Equipment, and except as agreed upon in writing no covenant, condition or
other term or provision hereof may be waived or modified orally.
(c) All notices hereunder shall be in writing and shall be delivered in
person or sent by registered or certified mail, postage prepaid, or by facsimile
transmission (confirmed by registered mail as set forth in this section) to the
address of the other party as set forth herein or to such other address as such
party shall have designated by proper notice.
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(d) This Lease shall be binding upon and inure to the benefit of Lessor and
Lessee and their respective successors and assigns (including any subsequent
assignee of Assignee).
(e) If any term or provision of this Lease or the application thereof to any
person is, to any extent, invalid or unenforceable, the remainder of this Lease,
or the application of such provision to the person other than those to which it
is invalid or unenforceable, shall not be affected thereby, and each provision
of this Lease shall be valid and be enforced to the fullest extent permitted by
law.
(f) No waiver of any of the terms and conditions hereof shall be effective
unless in writing and signed by the party against whom such waiver is sought to
be enforced. Any waiver of the terms hereof shall be effective only in the
specific instance and for the specific purpose given. The subsequent acceptance
of rental payments hereunder by Lessor shall not be deemed a waiver of any prior
existing breach by Lessee regardless of Lessor's knowledge of such prior
existing breach at the time of acceptance of such rental payments.
(g) Lessor is hereby authorized by Lessee to cause this Lease or other
instruments, including Uniform Commercial Code Financing Statements to be filed
or recorded for the purpose of showing Lessor's interest in the Equipment and
Lessee agrees that Lessor may execute such instruments for and on behalf of
Lessee. All filing fees reasonably incurred by Lessor in connection therewith
and filing fees incurred by Lessor's assignees in perfecting security interests
shall be paid by Lessee or reimbursed to Lessor by Lessee.
(h) In the event of any conflict between the terms and conditions of this
Lease and terms and conditions of (i) any Equipment Schedule(s) or Rider(s)
thereto or (ii) the Purchase Agreement, the terms and conditions of such
Equipment Schedules(s) and Rider(s) and of the Purchase Agreement shall prevail;
in the event of any conflict between any Equipment Schedule(s) and Rider(s)
thereto and the terms and conditions of the Purchase Agreement, the terms and
conditions of the Purchase Agreement shall prevail.
(i) No consent or approval provided for herein shall be binding upon Lessor
unless signed on its behalf by an officer of Lessor. This Lease shall be deemed
to have been made in the State of Connecticut and shall be governed in all
respects by the laws of such State. The Lessee accepts for itself the non-
exclusive jurisdiction of any Federal or State court of competent jurisdiction
in the State of Connecticut in any action, suit or proceeding of any kind
against it which arises out of or by reason of this Lease or any Equipment
Schedule.
(j) The obligations which Lessee is required to perform during the term of
this Lease and which have not been satisfied shall survive the expiration or
other termination of this Lease.
(k) Lessee will promptly execute and deliver to Lessor such further
documents and assurances and take such further action as Lessor may reasonably
request in order to effectuate the intent and purpose of this Lease and to
establish and protect the rights, interests and remedies
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intended to be created in favor of Lessor hereunder, including without
limitation, the execution and filing of financing statements and continuation
statements with respect to this Lease, the Equipment and any Equipment
Schedule. Lessee authorizes Lessor to effect any such filing and Lessor's
reasonable expenses (together with the reasonable expenses of Lessor's
assignees in this regard) shall be payable by Lessee on demand.
LESSOR: LESSEE:
Leasing Technologies International, Inc. HelpMate Robotics Inc.
BY: /s/ F. Xxxxx Xxxxxx BY: /s/ Xxxx X. Xxxxxxxxx
------------------------------------- ---------------------------------
NAME: F. Xxxxx Xxxxxx NAME: Xxxx X. Xxxxxxxxx
---------------------------------- ----------------------------
TITLE: President TITLE: Asst. Treas
--------------------------------- ---------------------------
DATE: 2/07/97 DATE: 2/07/97
--------------------------------- ---------------------------
COUNTERPART No. 2 of 2
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EQUIPMENT SCHEDULE NO. 01 ("EQUIPMENT SCHEDULE")
TO
MASTER LEASE AGREEMENT DATED January 23, 1997 ("LEASE")
BETWEEN LEASING TECHNOLOGIES INTERNATIONAL, INC. ("LESSOR")
AND HELPMATE ROBOTICS INC. ("LESSEE")
1. EQUIPMENT:
Mfr./ Purchase Serial
Qty Description Vendor Price Number
--- ----------- ------ -------- ------
SEE EXHIBIT B ATTACHED HERETO AND MADE A PART HEREOF.
2. EQUIPMENT LOCATION: See Exhibit B attached hereto and made a part hereof.
3. INSTALLATION DATE: N/A; Equipment previously installed. If this space is
not completed, the Installation Date shall be: the date which the Vendor(s)
determines to be the date of installation, which, Lessee agrees, will not
occur without Lessor's prior written consent or the fifth day following
delivery of the Equipment to the location set forth in Section 2, whichever
is earlier; or in the case of Equipment which is the subject of a sale and
leaseback between Lessor and Lessee, the date upon which Lessor obtains title
to the Equipment from Lessee (but not later than the date Lessor pays for the
Equipment).
4. COMMENCEMENT DATE: February 1, 1997 . (Subject to the terms and conditions of
Section 3 of the Lease, if all of the Equipment is not installed on the same
date).
5. INITIAL TERM: 36 months.
6. MONTHLY RENTAL: $14,604.00 . The Monthly Rental set forth in this section is
conditional upon Lessor acquiring the Equipment at a purchase price of
$410,000.00 based on an 8.25% Prime Interest Rate. Lessor and Lessee agree
that the Monthly Rental shall be increased by $47.00 for each one-quarter of
one percent (1/4 of 1%) by which the Prime Interest Rate (as stated by
Citibank N.A.) increases prior to the Commencement Date, or the date Lessor
has received sufficient documentation so as to finance the Lease, whichever
is later. Lessee agrees that it shall confirm the amount of the rental
payable hereunder after adjustment, if any, in such form as Lessor may
request.
7. LESSOR'S OBLIGATIONS: Lessor's obligations under this Equipment Schedule are
subject to there being no tax legislation enacted prior to the Installation
Date which would have an adverse effect on the rights or anticipated benefits
to Lessor or any Assignee.
8. SECURITY DEPOSIT: $0.00 .
Page 1 of 2
EQUIPMENT SCHEDULE NO. 01 ("EQUIPMENT SCHEDULE")
TO
MASTER LEASE AGREEMENT DATED January 23, 1997 ("LEASE")
BETWEEN LEASING TECHNOLOGIES INTERNATIONAL, INC. ("LESSOR")
AND HELPMATE ROBOTICS INC. ("LESSEE")
9. LEASE AGREEMENT: All of the terms, covenants and conditions set forth in
the Lease are incorporated herein by reference as if the same had been set
forth herein in full.
LESSOR: LESSEE:
Leasing Technologies International, Inc. HelpMate Robotics Inc.
BY: /s/ F. Xxxxx Xxxxxx BY: /s/ Xxxx X. Xxxxxxxxx
------------------------------------- ---------------------------------
NAME: F. Xxxxx Xxxxxx NAME: Xxxx X. Xxxxxxxxx
---------------------------------- ----------------------------
TITLE: President TITLE: Assistant Treasurer
--------------------------------- ---------------------------
DATE: 2/07/97 DATE: 2/07/97
--------------------------------- ---------------------------
This is Counterpart No. 3 of 3 executed Counterparts of this Equipment
Schedule. Counterpart No. 1 of this Equipment Schedule shall constitute the
only original executed counterpart of this Equipment Schedule. For purposes
of perfection of a security interest in chattel paper by possession under the
Connecticut Uniform Commercial Code, (a) such Counterpart shall be deemed the
only original counterpart of this Equipment Schedule, and transfer or
possession of such Counterpart shall effect such perfection, (b) transfer or
possession of no other purported Counterpart of this Equipment Schedule shall
effect such perfection and (c) transfer or possession of an original counterpart
of the Master Lease Agreement shall not be necessary to effect such perfection.
Page 2 of 2
EQUIPMENT SCHEDULE NO. 02 ("EQUIPMENT SCHEDULE")
TO
MASTER LEASE AGREEMENT DATED January 23, 1997 ("LEASE")
BETWEEN LEASING TECHNOLOGIES INTERNATIONAL, INC. ("LESSOR")
AND HELPMATE ROBOTICS INC. ("LESSEE")
1. EQUIPMENT:
Mfr./ Purchase Serial
Qty Description Vendor Price Number
--- ----------- ------ -------- ------
SEE EXHIBIT B ATTACHED HERETO AND MADE A PART HEREOF.
2. EQUIPMENT LOCATION: See Exhibit B attached hereto and made a part hereof.
3. INSTALLATION DATE: N/A; Equipment previously installed. If this space is
not completed, the Installation Date shall be: the date which the Vendor(s)
determines to be the date of installation, which, Lessee agrees, will not
occur without Lessor's prior written consent or the fifth day following
delivery of the Equipment to the location set forth in Section 2, whichever
is earlier; or in the case of Equipment which is the subject of a sale and
leaseback between Lessor and Lessee, the date upon which Lessor obtains title
to the Equipment from Lessee (but not later than the date Lessor pays for the
Equipment).
4. COMMENCEMENT DATE: February 1, 1997 . (Subject to the terms and conditions of
Section 3 of the Lease, if all of the Equipment is not installed on the same
date).
5. INITIAL TERM: 36 months.
6. MONTHLY RENTAL: $8,762.00 . The Monthly Rental set forth in this section is
conditional upon Lessor acquiring the Equipment at a purchase price of
$246,000.00 based on an 8.25% Prime Interest Rate. Lessor and Lessee agree
that the Monthly Rental shall be increased by $23.00 for each one-quarter of
one percent (1/4 of 1%) by which the Prime Interest Rate (as stated by
Citibank N.A.) increases prior to the Commencement Date, or the date Lessor
has received sufficient documentation so as to finance the Lease, whichever
is later. Lessee agrees that it shall confirm the amount of the rental
payable hereunder after adjustment, if any, in such form as Lessor may
request.
7. LESSOR'S OBLIGATIONS: Lessor's obligations under this Equipment Schedule are
subject to there being no tax legislation enacted prior to the Installation
Date which would have an adverse effect on the rights or anticipated benefits
to Lessor or any Assignee.
8. SECURITY DEPOSIT: $0.00 .
Page 1 of 2
EQUIPMENT SCHEDULE NO. 02 ("EQUIPMENT SCHEDULE")
TO
MASTER LEASE AGREEMENT DATED January 23, 1997 ("LEASE")
BETWEEN LEASING TECHNOLOGIES INTERNATIONAL, INC. ("LESSOR")
AND HELPMATE ROBOTICS INC. ("LESSEE")
9. LEASE AGREEMENT: All of the terms, covenants and conditions set forth in the
Lease are incorporated herein by reference as if the same had been set forth
herein in full.
LESSOR: LESSEE:
Leasing Technologies International, Inc. HelpMate Robotics Inc.
BY: /s/ F. Xxxxx Xxxxxx BY: /s/ Xxxx X. Xxxxxxxxx
------------------------------------- ---------------------------------
NAME: F. Xxxxx Xxxxxx NAME: Xxxx X. Xxxxxxxxx
---------------------------------- ----------------------------
TITLE: President TITLE: Assistant Treasurer
--------------------------------- ---------------------------
DATE: 2/07/97 DATE: 2/07/97
--------------------------------- ---------------------------
This is Counterpart No. 3 of 3 executed Counterparts of this Equipment
Schedule. Counterpart No. 1 of this Equipment Schedule shall constitute the
only original executed counterpart of this Equipment Schedule. For purposes
of perfection of a security interest in chattel paper by possession under the
Connecticut Uniform Commercial Code, (a) such Counterpart shall be deemed the
only original counterpart of this Equipment Schedule, and transfer or
possession of such Counterpart shall effect such perfection, (b) transfer or
possession of no other purported Counterpart of this Equipment Schedule shall
effect such perfection and (c) transfer or possession of an original
counterpart of the Master Lease Agreement shall not be necessary to effect
such perfection.
Page 2 of 2
EQUIPMENT SCHEDULE NO. 03 ("EQUIPMENT SCHEDULE")
TO
MASTER LEASE AGREEMENT DATED January 23, 1997 ("LEASE")
BETWEEN LEASING TECHNOLOGIES INTERNATIONAL, INC. ("LESSOR")
AND HELPMATE ROBOTICS INC. ("LESSEE")
1. EQUIPMENT:
Mfr./ Purchase Serial
Qty Description Vendor Price Number
--- ----------- ------ -------- ------
SEE EXHIBIT B ATTACHED HERETO AND MADE A PART HEREOF.
2. EQUIPMENT LOCATION: See Exhibit B attached hereto and made a part hereof.
3. INSTALLATION DATE: N/A; Equipment previously installed. If this space is not
completed, the Installation Date shall be: the date which the Vendor(s)
determines to be the date of installation, which, Lessee agrees, will not
occur without Lessor's prior written consent or the fifth day following
delivery of the Equipment to the location set forth in Section 2, whichever
is earlier; or in the case of Equipment which is the subject of a sale and
leaseback between Lessor and Lessee, the date upon which Lessor obtains title
to the Equipment from Lessee (but not later than the date Lessor pays for the
Equipment).
4. COMMENCEMENT DATE: February 1, 1997 . (Subject to the terms and conditions of
Section 3 of the Lease, if all of the Equipment is not installed on the same
date).
5. INITIAL TERM: 36 months.
6. MONTHLY RENTAL: $8,762.00 . The Monthly Rental set forth in this section is
conditional upon Lessor acquiring the Equipment at a purchase price of
$246,000.00 based on an 8.25% Prime Interest Rate. Lessor and Lessee agree
that the Monthly Rental shall be increased by $23.00 for each one-quarter of
one percent (1/4 of 1%) by which the Prime Interest Rate (as stated by
Citibank N.A.) increases prior to the Commencement Date, or the date Lessor
has received sufficient documentation so as to finance the Lease, whichever
is later. Lessee agrees that it shall confirm the amount of the rental
payable hereunder after adjustment, if any, in such form as Lessor may
request.
7. LESSOR'S OBLIGATIONS: Lessor's obligations under this Equipment Schedule are
subject to there being no tax legislation enacted prior to the Installation
Date which would have an adverse effect on the rights or anticipated benefits
to Lessor or any Assignee.
8. SECURITY DEPOSIT: $0.00 .
Page 1 of 2
EQUIPMENT SCHEDULE NO. 03 ("EQUIPMENT SCHEDULE")
TO
MASTER LEASE AGREEMENT DATED January 23, 1997 ("LEASE")
BETWEEN LEASING TECHNOLOGIES INTERNATIONAL, INC. ("LESSOR")
AND HELPMATE ROBOTICS INC. ("LESSEE")
9. LEASE AGREEMENT: All of the terms, covenants and conditions set forth in the
Lease are incorporated herein by reference as if the same had been set forth
herein in full.
LESSOR: LESSEE:
Leasing Technologies International, Inc. HelpMate Robotics Inc.
BY: /s/ F. Xxxxx Xxxxxx BY: /s/ Xxxx X. Xxxxxxxxx
------------------------------------- ---------------------------------
NAME: F. Xxxxx Xxxxxx NAME: Xxxx X. Xxxxxxxxx
---------------------------------- ----------------------------
TITLE: President TITLE: Assistant Treasurer
--------------------------------- ---------------------------
DATE: 2/07/97 DATE: 2/07/97
--------------------------------- ---------------------------
This is Counterpart No. 3 of 3 executed Counterparts of this Equipment
Schedule. Counterpart No. 1 of this Equipment Schedule shall constitute the
only original executed counterpart of this Equipment Schedule. For purposes
of perfection of a security interest in chattel paper by possession under the
Connecticut Uniform Commercial Code, (a) such Counterpart shall be deemed the
only original counterpart of this Equipment Schedule, and transfer or
possession of such Counterpart shall effect such perfection, (b) transfer or
possession of no other purported Counterpart of this Equipment Schedule shall
effect such perfection and (c) transfer or possession of an original
counterpart of the Master Lease Agreement shall not be necessary to effect
such perfection.
Page 2 of 2
EQUIPMENT SCHEDULE NO. 04 ("EQUIPMENT SCHEDULE")
TO
MASTER LEASE AGREEMENT DATED January 23, 1997 ("LEASE")
BETWEEN LEASING TECHNOLOGIES INTERNATIONAL, INC. ("LESSOR")
AND HELPMATE ROBOTICS INC. ("LESSEE")
1. EQUIPMENT:
Mfr./ Purchase Serial
Qty Description Vendor Price Number
--- ----------- ------ -------- ------
SEE EXHIBIT B ATTACHED HERETO AND MADE A PART HEREOF.
2. EQUIPMENT LOCATION: See Exhibit B attached hereto and made a part hereof.
3. INSTALLATION DATE: N/A; Equipment previously installed. If this space is not
completed, the Installation Date shall be: the date which the Vendor(s)
determines to be the date of installation, which, Lessee agrees, will not
occur without Lessor's prior written consent or the fifth day following
delivery of the Equipment to the location set forth in Section 2, whichever
is earlier; or in the case of Equipment which is the subject of a sale and
leaseback between Lessor and Lessee, the date upon which Lessor obtains title
to the Equipment from Lessee (but not later than the date Lessor pays for the
Equipment).
4. COMMENCEMENT DATE: February 1, 1997 . (Subject to the terms and conditions of
Section 3 of the Lease, if all of the Equipment is not installed on the same
date).
5. INITIAL TERM: 36 months.
6. MONTHLY RENTAL: $5,841.00 . The Monthly Rental set forth in this section is
conditional upon Lessor acquiring the Equipment at a purchase price of
$164,000.00 based on an 8.25% Prime Interest Rate. Lessor and Lessee agree
that the Monthly Rental shall be increased by $20.00 for each one-quarter of
one percent (1/4 of 1%) by which the Prime Interest Rate (as stated by
Citibank N.A.) increases prior to the Commencement Date, or the date Lessor
has received sufficient documentation so as to finance the Lease, whichever
is later. Lessee agrees that it shall confirm the amount of the rental
payable hereunder after adjustment, if any, in such form as Lessor may
request.
7. LESSOR'S OBLIGATIONS: Lessor's obligations under this Equipment Schedule
are subject to there being no tax legislation enacted prior to the
Installation Date which would have an adverse effect on the rights or
anticipated benefits to Lessor or any Assignee.
8. SECURITY DEPOSIT: $0.00 .
Page 1 of 2
EQUIPMENT SCHEDULE NO. 04 ("EQUIPMENT SCHEDULE")
TO
MASTER LEASE AGREEMENT DATED January 23, 1997 ("LEASE")
BETWEEN LEASING TECHNOLOGIES INTERNATIONAL, INC. ("LESSOR")
AND HELPMATE ROBOTICS INC. ("LESSEE")
9. LEASE AGREEMENT: All of the terms, covenants and conditions set forth in
the Lease are incorporated herein by reference as if the same had been set forth
herein in full.
LESSOR: LESSEE:
Leasing Technologies International, Inc. HelpMate Robotics Inc.
BY: /s/ F. Xxxxx Xxxxxx BY: /s/ Xxxx X. Xxxxxxxxx
------------------------------------- ---------------------------------
NAME: F. Xxxxx Xxxxxx NAME: Xxxx X. Xxxxxxxxx
---------------------------------- ----------------------------
TITLE: President TITLE: Assistant Treasurer
--------------------------------- ---------------------------
DATE: 2/07/97 DATE: 2/07/97
--------------------------------- ---------------------------
This is Counterpart No. 3 of 3 executed Counterparts of this Equipment
Schedule. Counterpart No. 1 of this Equipment Schedule shall constitute the
only original executed counterpart of this Equipment Schedule. For purposes
of perfection of a security interest in chattel paper by possession under the
Connecticut Uniform Commercial Code, (a) such Counterpart shall be deemed the
only original counterpart of this Equipment Schedule, and transfer or
possession of such Counterpart shall effect such perfection, (b) transfer or
possession of no other purported Counterpart of this Equipment Schedule shall
effect such perfection and (c) transfer or possession of an original
counterpart of the Master Lease Agreement shall not be necessary to effect
such perfection.
Page 2 of 2
EQUIPMENT SCHEDULE NO. 05 ("EQUIPMENT SCHEDULE")
TO
MASTER LEASE AGREEMENT DATED January 23, 1997 ("LEASE")
BETWEEN LEASING TECHNOLOGIES INTERNATIONAL, INC. ("LESSOR")
AND HELPMATE ROBOTICS INC. ("LESSEE")
1. EQUIPMENT:
Mfr./ Purchase Serial
Qty Description Vendor Price Number
--- ----------- ------ -------- ------
SEE EXHIBIT B ATTACHED HERETO AND MADE A PART HEREOF.
2. EQUIPMENT LOCATION: See Exhibit B attached hereto and made a part hereof.
3. INSTALLATION DATE: N/A; Equipment previously installed. If this space is not
completed, the Installation Date shall be: the date which the Vendor(s)
determines to be the date of installation, which, Lessee agrees, will not
occur without Lessor's prior written consent or the fifth day following
delivery of the Equipment to the location set forth in Section 2, whichever
is earlier; or in the case of Equipment which is the subject of a sale and
leaseback between Lessor and Lessee, the date upon which Lessor obtains title
to the Equipment from Lessee (but not later than the date Lessor pays for the
Equipment).
4. COMMENCEMENT DATE: February 1, 1997 . (Subject to the terms and conditions of
Section 3 of the Lease, if all of the Equipment is not installed on the same
date).
5. INITIAL TERM: 36 months.
6. MONTHLY RENTAL: $5,841.00 . The Monthly Rental set forth in this section is
conditional upon Lessor acquiring the Equipment at a purchase price of
$164,000.00 based on an 8.25% Prime Interest Rate. Lessor and Lessee agree
that the Monthly Rental shall be increased by $20.00 for each one-quarter of
one percent (1/4 of 1%) by which the Prime Interest Rate (as stated by
Citibank N.A.) increases prior to the Commencement Date, or the date Lessor
has received sufficient documentation so as to finance the Lease, whichever
is later. Lessee agrees that it shall confirm the amount of the rental
payable hereunder after adjustment, if any, in such form as Lessor may
request.
7. LESSOR'S OBLIGATIONS: Lessor's obligations under this Equipment Schedule are
subject to there being no tax legislation enacted prior to the Installation
Date which would have an adverse effect on the rights or anticipated benefits
to Lessor or any Assignee.
8. SECURITY DEPOSIT: $0.00 .
Page 1 of 2
EQUIPMENT SCHEDULE NO. 05 ("EQUIPMENT SCHEDULE")
TO
MASTER LEASE AGREEMENT DATED January 23, 1997 ("LEASE")
BETWEEN LEASING TECHNOLOGIES INTERNATIONAL, INC. ("LESSOR")
AND HELPMATE ROBOTICS INC. ("LESSEE")
9. LEASE AGREEMENT: All of the terms, covenants and conditions set forth in the
Lease are incorporated herein by reference as if the same had been set forth
herein in full.
LESSOR: LESSEE:
Leasing Technologies International, Inc. HelpMate Robotics Inc.
BY: /s/ F. Xxxxx Xxxxxx BY: /s/ Xxxx X. Xxxxxxxxx
------------------------------------- ---------------------------------
NAME: F. Xxxxx Xxxxxx NAME: Xxxx X. Xxxxxxxxx
---------------------------------- ----------------------------
TITLE: President TITLE: Assistant Treasurer
--------------------------------- ---------------------------
DATE: 2/07/97 DATE: 2/07/97
--------------------------------- ---------------------------
This is Counterpart No. 3 of 3 executed Counterparts of this Equipment
Schedule. Counterpart No. 1 of this Equipment Schedule shall constitute the
only original executed counterpart of this Equipment Schedule. For purposes
of perfection of a security interest in chattel paper by possession under the
Connecticut Uniform Commercial Code, (a) such Counterpart shall be deemed the
only original counterpart of this Equipment Schedule, and transfer or
possession of such Counterpart shall effect such perfection, (b) transfer or
possession of no other purported Counterpart of this Equipment Schedule shall
effect such perfection and (c) transfer or possession of an original
counterpart of the Master Lease Agreement shall not be necessary to effect
such perfection.
Page 2 of 2
