Robocom Systems International Inc. Exhibit 10.12
ROBOCOM SYSTEMS INTERNATIONAL INC.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
August 16, 2002
Baseboard Investments LLC
00 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Re: $1,250,000 Revolving Line of Credit
Ladies and Gentlemen:
Robocom Systems International Inc., a New York corporation having an
office at 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 (the "Borrower"), is
writing this line of credit letter (this "Letter") with regard to the revolving
line of credit which Baseboard Investments LLC (the "Lender") has agreed to
extend to the Borrower in the maximum aggregate principal amount at any one time
of $1,250,000 (the "Aggregate Amount"), which amount is available, subject to
the satisfaction of the terms and conditions set forth below, commencing on the
date hereof and ending on September 19, 2004 (the "Maturity Date"). Credit for
the Aggregate Amount is to be extended in the form of loan advances
(collectively, the "Loans") and the Borrower's indebtedness resulting from such
Loans will be evidenced by the Borrower's amended and restated promissory note
(the "Note") dated as of the date hereof. Terms used herein but not otherwise
defined herein shall have the meanings set forth in the Note.
Without in any way restricting, limiting or otherwise affecting the
Lender's rights or any of the terms and conditions of the Note, the Borrower
wishes to set forth its additional understandings and intentions with regard to
such Loans.
I. The Borrower agrees that the following are conditions precedent to any
obligation of the Loans to extend any financial accommodations and make any
Loans:
(a) the execution and delivery to the Lender of this Letter, the Note and
all other documents that the Lender reasonably requests in form and substance
reasonably satisfactory to the Lender;
(b) before and after giving effect to the funding hereunder, no
Default under the Note has occurred and is continuing or would result from such
funding;
(c) at the time of each lending date, there shall not have been
threatened or commenced against the Borrower any litigation or proceedings that,
if adversely determined against the Borrower, would, in the sole opinion of the
Lender, have a material adverse effect upon the business, operating results or
financial condition of the Borrower; and
(d) at the time of each lending date, there shall not have occurred,
since the date hereof, a material adverse change in the business or financial
condition of the Borrower.
II. The Borrower shall, while any Loans remain outstanding under this line
of credit facility to:
(a) furnish the Lender with (i) detailed financial statements, (ii)
income tax returns, (iii) cash flow statements, and (iv) such other information
concerning the financial affairs and condition (financial or otherwise) of the
Borrower, in each case, annually or as the Lender may reasonably request from
time to time; and
(b) keep the Lender fully and promptly informed of all material
adverse changes to the Borrower's assets, liabilities, revenues and condition
(financial or otherwise).
III. After all of the obligations, liabilities and indebtedness of the
Borrower are indefeasibly and irrevocably paid in full, this Letter and the Note
shall terminate and the Lender, at the request and the expense of the Borrower,
shall execute and deliver to the Borrower a proper instrument or instruments
acknowledging the satisfaction and termination of this Letter. Notwithstanding
anything else contained herein to the contrary, nothing herein shall terminate,
release or discharge the Borrower's obligations, liabilities and indebtedness
arising out of any reinstatement, recoupment, disgorgement, indemnification or
other obligation that by the express terms of the Note survives the payment in
full of the principal and interest of the Loans.
This Letter shall be construed under the internal laws and judicial
decisions of the State of New York.
Very truly yours,
ROBOCOM SYSTEMS INTERNATIONAL INC.
By: /s/ Xxxxx Xxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxx
Title: President & Chief Executive
Officer
Accepted and Agreed to:
BASEBOARD INVESTMENTS LLC
By: /s/ Xxxxx Xxxxxxx
--------------------
Name: Xxxxx Xxxxxxx
Title: President
