Exhibit 3
December 2, 2003
Xx. Xxxxxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxx:
This will confirm our agreement with respect to the matters set forth
below, as follows:
1. You are presently indebted to Allied Healthcare International Inc.
(the "Company") in the aggregate amount of $590,500 representing principal and
accrued interest through the date hereof on that certain loan from the Company
to you evidenced by a promissory note dated April 30, 2002 (the "Loan");
2. Concurrent with the execution hereof, you shall tender to the
Company and the Company shall accept, in full payment and satisfaction of the
Loan, 103,596 shares of common stock of the Company, which shares have been held
by you for at least one year prior to the date hereof (herein, the
"Transaction"). Such amount shall be allocated to accrued interest and principal
in the manner set forth in the note evidencing the Loan.
3. The Company shall hold you harmless and shall pay to you on demand,
all amounts which you may incur, or be subject to, for United States federal,
New York State and, if applicable, New York City income taxes on account of or
with respect to the Transaction, including any amount of such income taxes which
may actually be included as a result of the receipt of any payment required to
be made pursuant to this Paragraph 3. The Company may withhold from any amount
owed or to be paid to you under this Agreement any amount required by law to be
withheld for taxes or otherwise. Amounts withheld by the Company from any
payment pursuant to this Paragraph 3 shall be timely paid to the appropriate
taxing authority, and such payments shall be treated as having been paid to you
by the Company for purposes of this Agreement.
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Please indicate your agreement with the foregoing by countersigning
this letter where indicated below.
Sincerely yours,
ALLIED HEALTHCARE
INTERNATIONAL INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxx
Title: President and Chief Operating Officer
AGREED TO:
/s/ Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Page 13 of 14
