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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 21, 1997
HelpMate Robotics Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Connecticut 1-14160 06-1110906
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
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Shelter Rock Lane
Danbury, Connecticut 06801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 798-8988
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ITEM 5. OTHER EVENTS
On February 7, 1997, HelpMate Robotics Inc. ("HRI" or the "Company")
entered into a Purchase, Security and Remarketing Agreement and a Master
Lease Agreement with Leasing Technologies International, Inc. ("LTI") for the
sale and leaseback of fifteen of its robotic courier systems which are
currently under rent from the Company to hospitals across the United States
("sold units"). The total proceeds obtained from this transaction was
$1,230,000. As part of the transaction, the Company assigned all of its right
title and interest in the underlying rental agreements for the sold units and
granted a security interest in fifteen additional rental agreements for units
that were not sold to LTI ("collateral units"). The Purchase, Security and
Remarketing Agreement requires the Company to, among other things, refurbish
any sold unit that ceases to be rented by a hospital and place that sold unit
on rent with another hospital prior to the Company placing one of its own
units with another hospital. In addition, the Company is responsible for the
maintenance of both the sold units and the collateral units. Upon the
expiration of the Master Lease Agreement (36 months), the Company shares in
residual rental payments from the sold units in the following manner: a)75%
for the Company and 25% for LTI until such time as the Company receives an
additional $372,032 and b) 50% for the Company and 50% for LTI thereafter.
Finally, the Company has no right to repurchase the sold units from LTI. The
Master Lease Agreement will be classified as an operating lease in accordance
with Statement of Financial Accounting Standards No. 13, "Accounting for
Leases". The book value and related depreciation of the sold units,
approximately $937,000 and $321,000, respectively, will be removed from the
accounts and the gain realized on the sale of approximately $614,000 will be
deferred and amortized over the term of the Master Lease Agreement, 36
months. The maintenance costs expected to be incurred for the sold units
during the lease term will be accrued as of the date of the sale, amortized
over the term of the Master Lease Agreement and correspondingly reduce the
gain on the sale. Such costs are expected to approximate $158,000 thereby
reducing the gain to be deferred and amortized to approximately $456,000. No
provision for the refurbishment of the sold units will be made, as the
Company's historical experience demonstrates that units do not cease being
rented. Payments under the lease are payable monthly commencing in March,
1997 and approximate $526,000 annually.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
( c ) Exhibits.
NO. DESCRIPTION OF EXHIBIT
10.1 Purchase, Security and Remarketing Agreement with Leasing
Technologies International, Inc. dated as of February 7, 1997.
10.2 Master Lease Agreement with Leasing Technologies International, Inc.
dated as of January 23, 1997 and related Equipment Schedules No. 01
through No. 05.
10.3 Letter Agreement with Leasing Technologies International, Inc. dated
as of February 7, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned , thereunto duly authorized.
HelpMate Robotics Inc.
------------------------
(Registrant)
Date: February 21, 1997 -----------------------------------
Thomas K. Sweeny,
President, and Chief Executive Officer,
Director, Treasurer and Principal
Financial Officer
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Exhibit 10.1
PURCHASE, SECURITY AND REMARKETING AGREEMENT
THIS AGREEMENT, dated the 7th day of February, 1997 by and between LEASING
TECHNOLOGIES INTERNATIONAL, INC. ("Buyer"), a Delaware corporation with a
principal place of business at 1266 Main Street, Stamford, Connecticut 06902 and
HELPMATE ROBOTICS INC. ("Seller"), a Connecticut corporation with a principal
place of business at Shelter Rock Lane, Danbury, Connecticut 06810,
WITNESSETH
WHEREAS, Seller manufactures, rents, owns and markets trackless, robotic
couriers and courier systems consisting of a HelpMate robot, backpack, two
extended coverage radios, one elevator interface and communication devices
(hereafter a "Courier" or the "Couriers"), as more particularly described on
Exhibit A annexed hereto; and
WHEREAS, Seller rents Couriers to the hospitals (the "Users") listed on
Schedules 1--A and 1--B pursuant to rental agreements (the "User Agreements")
between each User and Seller; and
WHEREAS, Buyer wishes to purchase from Seller fifteen Couriers listed on
Schedule 1--A (hereafter the Couriers listed on Schedule 1--A are referred to as
the "Equipment") subject to the User Agreements pertaining to the Equipment, and
to lease the Equipment to Seller pursuant to the Master Lease (as hereafter
defined) between Buyer, as lessor and Seller, as lessee; and
WHEREAS, Seller wishes to (a) sell the Equipment to, and lease the Equipment
back from Buyer, and (b) assign all of its right, title and interest in the User
Agreements listed on Schedule 1--A and the User Agreements (and in the Couriers
subject thereto) listed on Schedule 1--B to Buyer as security for the
obligations arising under the Master Lease (the User Agreements set forth on
Schedule 1--B are hereafter referred to as the "Collateral User Agreements" and
the Couriers set forth on Schedule 1--B are hereafter referred to as the
"Collateral Equipment"), subject to the terms and conditions hereof;
NOW THEREFORE, the parties hereto do hereby agree as follows:
1. SALE AND PURCHASE OF EQUIPMENT.
Seller agrees to sell and Buyer agrees to purchase from Seller, the
Equipment listed on Schedule 1-- A, annexed hereto. Title to the Equipment shall
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be conveyed by Seller to Buyer in accordance with the terms and conditions of
this Agreement.
2. PURCHASE PRICE.
The purchase price ("Purchase Price") of the Equipment is $1,230,000, plus
sales tax, if applicable, based upon the purchase of 15 Couriers at a purchase
price per Courier of $82,000, which amount Buyer agrees to pay to Seller in full
on or before February 7, 1997 (the "Closing Date"), or on such later date as
Buyer and Seller may agree. Upon receipt of the Purchase Price in full, Seller
shall deliver to Buyer a Bill of Sale in the form of Exhibit B, annexed hereto,
accurately describing the Equipment and warranting title thereto, and that each
item thereof is free of liens, claims, or encumbrances (other than the User
Agreement pertaining to the Equipment). Buyer may offset the Retained Amount (as
defined in Section 7) against the Purchase Price.
3. DELIVERY.
Buyer shall accept delivery of the Equipment at the respective sites of
installation set forth in the applicable User Agreements, as of the Closing
Date.
4. LEASE.
On the Closing Date, immediately after consummation of the sale and purchase
contemplated by this Agreement, Seller shall execute and deliver to Buyer an
executed Master Lease Agreement (the "Master Lease") and Schedules 01--05
thereto, pursuant to which Seller shall lease the Equipment from Buyer. The
Master Lease shall be in the form of Exhibit C, annexed hereto; the Schedules
shall be in the form of Exhibit C--1. Seller shall, in addition, deliver to
Buyer, on or prior to the Closing Date, such other documents as Buyer shall
reasonably request relating to the Master Lease, including but not limited to
the following:
(a) Insurance certificates from Seller naming Seller, Buyer, and their
respective successors and assigns as loss payees and additional insureds;
(b) Uniform Commercial Code Financing Statements;
(c) Incumbency certificates;
(d) Tax exemption certificates from each of the Users (if not tax exempt,
Seller or User shall be responsible for tax payments). Notwithstanding the
provisions of this Section 4, tax exemption certificates may be furnished within
45 days of the Closing Date;
(e) Insurance certificates from each of the Users, naming Seller, Buyer and
their respective successors and assigns as loss payees and additional insureds.
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Notwithstanding the provisions of this Section 4, the insurance certificates set
forth in this Section 4(e) may be furnished within 30 days of the Closing Date;
and
(f) Such other documents as Buyer may reasonably request.
5. USER AGREEMENTS.
Seller shall, on the Closing Date, also deliver to Buyer, the following
documents relating to the User Agreements:
(a) Original counterparts of each User Agreement, signed by the Seller and
by the User;
(b) Original acceptance certificates. Notwithstanding any provision in this
Section 5 to the contrary, the original acceptance certificates may be furnished
by Seller within 45 days of the Closing Date;
(c) Uniform Commercial Code Financing Statements, if available;
(d) An assignment, in the form of Exhibit D, assigning all of Seller's
rights with respect to (i) any and all payments due under the User Agreement,
(ii) the enforcement of the User Agreement, (iii) the enforcement of the User's
obligations under the User Agreement (but none of Seller's obligations
thereunder) to Buyer; and
(e) A notice of assignment and payment direction notice to each User, in the
form of Exhibit E with respect to the User Agreements and in the form of Exhibit
E--1 with respect to the Collateral User Agreements, directing payment to the
Lockbox Account (as hereafter defined) of payments due under the User
Agreements.
6. SECURITY.
To secure the prompt and full performance of Seller's obligations under the
Master Lease, Seller hereby grants to Buyer a first priority security interest
in the Collateral Equipment and the Collateral User Agreements (hereafter the
Collateral User Agreements and the Collateral Equipment are sometimes
collectively referred to as the "Collateral"). Seller agrees to deliver to
Buyer, on or prior to the Closing Date, any Uniform Commercial Code Financing
Statements and amendments and all other agreements, documents, and instruments
reasonably requested by Buyer to perfect and maintain Buyer's security interest
in the Collateral.
If (i) a default occurs with respect to any Collateral Equipment which is
not cured within any applicable grace or cure period contained in the applicable
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User Agreement or (ii) the Collateral Equipment is destroyed, damaged or sold
without Buyer's prior written consent (such default or such damage, destruction
or sale hereafter sometimes referred to as a "Substitution Event"), then Buyer
may, within forty-five days after the occurrence of such Substitution Event (or
within forty-five days after Seller becomes aware that such Substitution Event
has occurred), require Seller to substitute another Courier and User Agreement
for the Collateral Equipment and Collateral User Agreement then in default. Such
substitute Courier and applicable User Agreement shall then serve as security
for the Seller's obligations in accordance with the provisions of this
Agreement. Seller shall furnish to Buyer such documents as may be reasonably
requested by Buyer to effectuate such substitution.
7. BILLING; PAYMENTS; REPORTS.
(a) So long as Seller as Seller is not in default under this Agreement or
under the Master Lease, Seller shall continue to invoice the Users in accordance
with the terms and conditions of the User Agreements and of the Collateral User
Agreements; provided however, that (i) all invoices shall, on and after the
Closing Date, direct payment to a lockbox account (the "Lockbox Account") to be
established at a depository institution selected by Buyer, (ii) Seller shall
simultaneously send a copy of each invoice to Buyer and (iii) Buyer shall have
the right, upon prior notice to Seller, to invoice the Users in the event of a
default under this Agreement. Seller shall cooperate with Buyer and with such
depository institution in connection with the creation of the Lockbox Account.
To the extent that, notwithstanding the payment direction set forth in the
preceding sentence, any payments pertaining to the User Agreements are received
by Seller after the date of this Agreement, such payments shall be held by
Seller for the benefit of Buyer and shall be immediately paid by Seller to
Buyer.
(b) Subject to the next succeeding sentence, all payments received in the
Lockbox Account shall be applied against the Monthly Rent due from Seller to
Buyer pursuant to the Master Lease. Not later than the fifteenth (15th) day of
each month beginning with the month of March, 1997, provided that Seller is not
in default of its obligations under the Master Lease, Buyer shall remit to
Seller at the address set forth above (a) any amounts generated by the User
Leases in excess of $50,000 (the "Retained Amount") and (b) any sales taxes paid
pertaining to the User Agreements paid the Users to the Lockbox Account. In
addition to the security provided by the Collateral Equipment and the Collateral
User Agreements, the Retained Amount shall secure the obligations arising under
this Agreement and under the Master Lease Agreement, including but not limited
to any obligations of Seller relating to property or sales taxes, insurance or
the qualification by Seller to do business as a foreign corporation in any state
where the Equipment or Collateral Equipment is located. The balance of the
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Retained Amount shall be returned by Buyer to Seller upon the expiration of the
Initial Term of the Master Lease, provided Seller is not in default thereunder.
(c) Buyer shall, on the first and fifteenth day of each month, furnish
Seller with a report of payments received in the Lockbox Account, such report to
set forth the appropriate Seller invoice, name of payor, payor customer account
number, payor's check number and the amount of payment. So long as Seller is not
in default under this Agreement or under the Master Lease, Buyer shall not
contact any User with respect to any payments due under a User Lease until such
payment is more than thirty (30) days past due.
8. REMARKETING; REFURBISHMENT; SUBSTITUTION.
(a) So long as (a) Buyer owns the Equipment or (b) seven years from the date
hereof, whichever occurs first, Seller shall, on a priority basis, maximize the
revenue produced by the Equipment by remarketing the Equipment, whether by sale,
rental or lease to the User, or to a third party. In connection therewith,
Seller shall remarket the Equipment at Seller's expense, on a priority basis,
such that the Equipment shall be sold, leased or rented prior to the sale,
rental or lease of other Couriers or similar equipment sold, rented or leased by
Seller. Seller shall keep Buyer reasonably informed of the status of its
remarketing efforts. No remarketing arrangement shall be consummated without the
prior written consent of Buyer, which shall not be unreasonably withheld or
delayed.
(b) Until the earlier of the date that (i) the Equipment is no longer
revenue generating or (ii) seven years from the date of this Agreement, any
Equipment which is not renewed or purchased by the User shall, at Buyer's
request, be refurbished at Seller's expense (to a commercially acceptable
standard).
(c) If during the period beginning on the date of this Agreement and ending
twelve months thereafter, any Equipment or Collateral Equipment is purchased by
the User thereof, Seller may (provided Seller is not in default under this
Agreement), at its option, either (i) promptly remit to Buyer the proceeds of
such sale or (ii) substitute, with Buyer's written consent (which consent shall
not be unreasonably withheld or delayed) a Courier of equal or greater value and
a User Agreement with respect to such substitute Courier with a User whose
credit is equal to or better than the User that purchased the Courier.
(d) So long as Seller is not in default under this Agreement or under the
Master Lease, if any Equipment is sold in accordance with the provisions of this
Agreement, Buyer shall release its security interest in a like item of
Collateral Equipment selected by Buyer promptly after Buyer's receipt of the
proceeds of sale from such Equipment.
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9. RESIDUALS.
After Buyer has received, from the Monthly Rentals generated by the Master
Lease (or from the proceeds generated by the sale, lease, loss, damage or other
involuntary conversion of the Equipment), the Purchase Price of the Equipment
(together with any unreimbursed expenses incurred by Buyer as a result of a
default by Seller in the performance of its obligations under this Agreement,
the Master Lease, the User Agreements or the User Collateral Agreements), plus
interest thereon calculated at the rate of 1 1/2% per month, proceeds from
remarketing by sale, lease or rental (the "Remarketing Proceeds") derived from
the Equipment shall be allocated as follows:
(a) Buyer shall be entitled to 25% of Remarketing Proceeds, and Seller shall
be entitled to 75% of Remarketing Proceeds, until Seller has received from such
proceeds, $372,032.00; and
(b) thereafter, Remarketing Proceeds shall be shared equally between Buyer
and Seller.
All Remarketing Proceeds, unless otherwise agreed upon by Buyer, shall be
remitted to the Lockbox Account. Buyer shall, upon receipt and clearance of such
proceeds, promptly pay Seller's appropriate share of Remarketing Proceeds to
Seller.
10. BUYER'S REPRESENTATIONS AND WARRANTIES.
Buyer represents and warrants as follows:
(a) Buyer is a duly organized and validly existing corporation in good
standing under the laws of the State of Delaware.
(b) Buyer has the authority to execute and deliver this agreement and other
documents required thereunder. This Agreement will, on delivery, constitute the
valid and binding obligation of Buyer, enforceable in accordance with its terms,
subject to any bankruptcy, insolvency or similar laws affecting the rights of
creditors generally, and to judicial interpretation.
(c) The execution and delivery of this Agreement and the consummation of the
transactions contemplated thereunder will not result in any breach of or
constitute a default under any agreement to which Buyer is a party, nor will it
violate the certificate of incorporation or any by-law of Buyer.
11. SELLER'S REPRESENTATIONS AND WARRANTIES.
(a) Seller is a duly organized and validly existing Corporation in good
standing under the laws of the State of Connecticut.
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(b) Seller has the authority to execute and deliver this Agreement and the
other documents contemplated thereunder. This Agreement will, on execution and
delivery, constitute the valid and binding obligation of Seller, enforceable in
accordance with its terms, subject to any bankruptcy, insolvency or similar laws
affecting the rights of creditors generally, and to judicial interpretation.
(c) The execution and delivery of this Agreement and the consummation of the
transactions contemplated thereunder will not result in any breach of or
constitute a default under any agreement to which Buyer is a party, nor will it
violate the certificate of incorporation or any by-law of Buyer.
(d) With respect to each User Agreement and Collateral User Agreement, and
the Equipment and Collateral Equipment subject thereto, Seller represents and
warrants as follows:
(i) To the best of Seller's knowledge, each User Agreement represents
the valid and binding obligation of the User thereunder, enforceable in
accordance with its terms, subject to any bankruptcy, insolvency or similar
laws affecting the rights of creditors generally and may not be terminated or
cancelled except as specifically set forth therein;
(ii) Except as set forth on Schedule 2, the User is not in default of
its obligations under the applicable User Lease;
(iii) The Rent and Term of each User Agreement are as set forth on
Schedule 2, annexed hereto;
(iv) Seller has no knowledge of any material adverse change in the
User's financial condition;
(v) All material documents (or true and correct copies thereof)
pertaining to the use, operation and maintenance of the Equipment have been
delivered to Buyer;
(vi) Except as set forth on Schedule 2, the User Agreements have not
been modified or amended;
(vii) Seller shall maintain (or cause to be maintained) "all risk"
property insurance and public liability insurance policies covering the
Equipment and the Collateral Equipment. The "all risk" property insurance and
the public liability insurance shall be in such amounts as are reasonably
acceptable to Buyer. Buyer, its successors and assigns 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 Owner;
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(viii) Seller shall during the Term of this Agreement, maintain (or
cause to be maintained) the Equipment and the Collateral Equipment, at no
expense to Buyer, keep the Equipment and the Collateral Equipment in good
working order and condition and make all necessary adjustments, repairs and
replacements; and
(ix) No User Agreement shall be modified, amended or terminated or any
defaults declared or remedies exercised without, in each case, obtaining the
prior written approval of Buyer (or Buyer's assignee) which approval shall
not be unreasonably withheld or delayed.
12. NOTIFICATIONS; INDEMNIFICATIONS.
(a) So long as Buyer owns Equipment or has a security interest in the
Collateral Equipment (hereafter the Equipment and the Collateral Equipment are
sometimes referred to as the "Owner Equipment"), Seller shall notify Buyer of:
(1) Any change in the location of the Owner Equipment, and in connection
therewith, will furnish to Buyer, at the end of each calendar quarter, a current
listing of the Owner Equipment identified by serial number and location
(including street address);
(2) To the extent known to Seller, the details of each accident resulting
in personal injury, or damage to the Owner Equipment or other property
arising out of the alleged or apparent improper manufacture, function or
operation of any of the Owner Equipment, stating the time, place, extent and
nature of the accident and damage;
(3) The receipt of any and all correspondence, papers, notices, documents
and process whatsoever at any time received by Seller in connection with any
claim or demand involving or related to improper manufacture, function or
operation of any of the Owner Equipment or alleging Buyer or Seller with
liability therefor;
(4) The filing of any tax lien against any of the Owner Equipment
specifying the location and serial number of the items involved; and
(5) The termination, cancellation, default or violation
of any of the provisions of a User Agreement by any User of the Owner Equipment
and/or any adverse credit information with respect to such User, of which Seller
is aware.
(b) Seller hereby agrees to indemnify Buyer against and hold Buyer harmless
from any and all loss, cost, liability or expense, including attorney's fees
arising or incurred whether or not this Agreement is
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terminated because of or in connection with:
(1) The claim of any person, corporation or firm engaged by the Seller
for fees, charges, commissions or other compensation for services rendered
with respect to this Agreement or the transactions contemplated under this
Agreement as broker, salesman, finder or otherwise;
(2) Any claim with respect to the Owner Equipment, including but not
limited to the improper manufacture, operation, function or other inadequacy
of the Owner Equipment, any deficiency or defect therein or any injury or
damage which may have been caused by the Owner Equipment; or
(3) Any misrepresentation or breach of warranty from Seller to Buyer
contained in this Agreement.
(c) Buyer hereby agrees to indemnify Seller against and hold Buyer harmless
from any and all loss, cost, liability or expense, including attorney's fees
arising or incurred whether or not this Agreement is terminated because of or in
connection with:
(1) The claim of any person, corporation or firm engaged by the
Buyer for fees, charges, commissions, or other compensation for services
rendered with respect to this Agreement or the transactions contemplated under
this Agreement as broker, salesman, finder or otherwise; or
(2) Any misrepresentation or breach of warranty from Buyer to Seller
contained in this Agreement.
With respect to any expenditure by Buyer hereunder for which Buyer is
entitled to reimbursement, Seller shall pay interest at the rate of 1 1/2% per
month, or the highest lawful contract rate, whichever is less, from the date of
expenditure until the date of reimbursement.
13. EXCLUSIVITY.
(a) Seller acknowledges that Buyer has and will be incurring expenses,
making financial and other commitments and providing information and expertise
to Seller to enable Seller to engage in the program hereunder. Accordingly,
until Seller has offered at least $5 million of Couriers subject to rental
agreements to Buyer in accordance with the provisions of the "1996/1997 Vendor
Marketing Program", among Buyer, Seller and Neptune Technology Leasing Corp.,
Seller shall not offer any rental agreements with respect to Couriers to any
other leasing or finance company or other entity to finance equipment during the
term hereof, it being understood and agreed by Seller that Buyer shall be
Seller's exclusive source for lease financing during the term of this Agreement.
(b) Further, for the three year period beginning on the date of this
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Agreement, Seller shall not offer any lease agreements with respect to its
Couriers to any other leasing or finance company or other entity to finance
Couriers. For purposes of this Section, a lease agreement shall be defined as an
agreement for the lease of equipment which is not cancelable by lessor or lessee
(except in the event of default) for at least a two year period.
(c) Thereafter, for the term of this Agreement with respect to the financing
of any leases or rentals, Buyer shall have the right of first refusal with
respect to the financing of any Couriers or other equipment subject to lease
agreements or rental agreements, such right to be exercisable as follows: If, at
any time during the term of this Agreement (but after the requirements of
Sections 13 (a) and 13 (b) have been satisfied), Seller receives a bona fide
offer to finance any Couriers subject to lease agreements or rental agreements
from another entity (the "First Offeror"), Seller shall furnish to Buyer a
notice describing in detail the terms and conditions of such financing. Buyer
shall have the right to provide such financing in accordance with the terms and
conditions of the offer, which right Buyer must exercise by giving Seller notice
(the "Offer Notice") within ten (10) business days after Buyer receives Seller's
notice. If Buyer fails to provide such financing in accordance with the terms
and conditions of the Offer Notice, Seller shall have the right to obtain such
financing from the First Offeror; provided however, that if the terms and
conditions of the First Offeror's financing thereafter vary from that first
specified, Buyer shall have the right to match such revised offer in accordance
with the provisions of this Section.
14. PATENTS, COPYRIGHTS, TRADE SECRETS.
Seller shall defend, at its own expense, any action brought against Buyer to
the extent that such action is based on a claim that the Equipment sold by
Seller to Buyer infringes a patent, copyright, trade secret or license, and
Seller shall pay any costs and damages awarded against Buyer in any such
action which are attributable to any such claim, with such defense and
payments conditioned upon the following: (i) Seller shall be notified
promptly in writing by or on behalf of Buyer of any notice of such claim;
(ii) Seller shall have sole control of the defense of any such action on such
claim and all negotiations for its settlement or compromise, utilizing
counsel reasonably acceptable to Buyer; (iii) should the Equipment become, or
in Seller's reasonable opinion be likely to become, the subject of a claim of
infringement of a patent, copyright, trade secret or license, then Buyer,
subject to the rights of the User as provided for in the applicable User
Agreement, shall permit Seller, at its option and expense, either to procure
for Buyer and User the right to continue using the Equipment, or replace or
modify the same (without altering the capability, operation, marketability or
value thereof) so that the Equipment becomes noninfringing, or pay Buyer an
amount equal to its unamortized investment therein with interest thereon at
the rate of 18% per annum plus Buyer's share of any projected residual value
for such Equipment.
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15. ASSIGNMENT
(a) Buyer shall have the right to assign, or grant a security interest with
respect to, any or all of its interests under this Agreement, and/or the
Equipment, the Master Lease (in accordance with the terms thereof) and any
Schedules thereunder, the Collateral Equipment, the User Agreements and the
Collateral User Agreements to one or more banks, other lending institutions or
financing companies (hereinafter the "Secured Party"), Seller acknowledges that
the Secured Party will, be acting in reliance upon and entitled to the benefits
of this Section 15. Accordingly, Seller hereby agrees that Buyer may assign,
pledge, transfer or otherwise grant a security interest in any and all of
Buyer's rights and interests in and to the Equipment, the User Leases, the
Collateral Equipment or the Collateral User Leases upon notice to, but without
the consent of, Seller.
(b) In the event of the assignment, pledge, transfer, disposition or grant
of a security interest as set forth in Section 15(a), Seller shall, after due
notice thereof, (i) promptly pay to the Secured Party when due, any payments due
under this Agreement or under the Master Lease; (ii) furnish such documents as
may reasonably be requested by the Secured Party in connection with such
assignment, pledge, transfer, disposition or granting of security interest; and
(iii) not require the Secured Party to perform any of Buyer's obligations
hereunder or under the Master Lease. Notwithstanding such assignment, pledge,
transfer, disposition or grant of a security interest as set forth in this
Section, Buyer shall remain liable for the performance of its obligations
hereunder and under the Master Lease.
(c) Seller shall not, without Buyer's prior written consent, assign, pledge,
transfer, dispose of or grant any security or other interest in, any rights or
interests that Seller may have pursuant to this Agreement, nor shall Seller
permit, without such consent, any of the Equipment or Collateral Equipment to be
used by or made subject to any claim of any party other than a User pursuant to
a User Agreement or otherwise in accordance with this Agreement.
16. TERM.
The term of this Agreement shall commence on the date of this Agreement and
shall end (unless otherwise terminated in accordance with the provisions of this
Agreement) on (a) the date that all of the Equipment has been sold or is no
longer generating revenue or (b) ten years from the date hereof, whichever event
occurs later.
17. BOOKS AND RECORDS; INSPECTION
(a) So long as this Agreement is in effect, Seller shall maintain books and
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records pertaining to the Equipment, Collateral Equipment, User Agreements and
the Collateral User Agreements and its business in such detail, form and scope
as Buyer shall reasonably require. If at any time, Seller is no longer acting as
remarketing agent for Buyer with respect to the Equipment, Seller shall promptly
deliver to Buyer all such books and records relating to the items set forth in
the preceding sentence.
(b) Seller shall permit Buyer, or Buyer's representatives to enter
Seller's premises and those of any User (to the extent that Seller is able to
do so) at any time during normal business hours upon at least 48 hours notice
for the purpose of inspecting the Equipment or Seller's books and records or
those of a User. All employees, accountants, and other agents engaged by
Seller at any time while this Agreement is in effect are hereby irrevocably
authorized and directed to exhibit and/or permit Buyer to make abstracts from
any of Seller's books and records pertaining to the Equipment, the Users or
this Agreement.
18. DEFAULT. The following events shall constitute defaults by Seller:
(a) Any failure by Seller to observe or perform any of its obligations
hereunder which failure continues for ten (10) days after written notice from
Buyer to Seller or any default under any other agreement between Seller and
Buyer which continues beyond any applicable cure period;
(b) The breach of any representation or warranty made by Seller to Buyer
herein, provided such breach is not cured to Buyer's satisfaction within fifteen
(15) days after written notice from Buyer to Seller of such breach;
(c) Seller's failure, within fifteen (15) days after Buyer's request, to
furnish any information Seller is required to furnish under this Agreement or
any other agreement with Buyer, or to permit the inspection of Seller's books
and records;
(d) The issuance of any injunction or attachment against Seller which shall
not have been vacated, bonded or otherwise ceased to continue in effect within
thirty (30) days after the date of entry thereof;
(e) The termination of the operation of Seller's present business, the sale
of all or substantially all of Seller's assets, or the acquisition of Seller
(including a merger in the nature of an acquisition) by any other entity without
Buyer's prior written consent;
(f) The filing by or against Seller of any petition under any provision of
any Federal or State bankruptcy laws; provided however, that if Seller notifies
Buyer promptly after the filing any involuntary petition, that Seller intends in
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good faith to contest such petition, such filing shall not be deemed to be a
default hereunder unless Seller fails, within fifteen (15) days after the filing
of such petition, to file with the appropriate court such documents as may be
reasonably calculated to result in the dismissal or withdrawal of such petition,
or, if such documents are filed, such petition is not dismissed, withdrawn or
otherwise eliminated within sixty (60) days after the filing of such petition.
In the event of a default pursuant to the provisions of Sections 18 (a)
through 18 (f), Buyer shall have the right, on three days written notice to
Seller, to terminate this Agreement and all rights of Seller thereunder and to
pursue such other legal remedies as may be appropriate.
In the event of a breach by Buyer of its obligations hereunder, which breach
is not cured by Buyer within fifteen (15) days after written notice thereof from
Seller, Seller shall have the right, upon twenty (20) days written notice to
terminate this Agreement, and to pursue such other legal remedies as may be
appropriate.
19. MISCELLANEOUS.
(a) The terms and conditions herein contained constitute the entire
agreement between the parties with respect to the subject matter hereof, except
to the extent other agreements are referred to herein or contemplated hereby,
and supersede all previous communications whether oral or written between Buyer
and Seller with respect to such subject matter, and no agreement or
understanding varying or extending any rights or obligations hereunder of either
party shall be binding unless in writing and signed by a duly authorized officer
or representative of the party against which such variance is sought to be
enforced.
(b) Any notices given under this Agreement shall be in writing and deemed
given when sent by overnight courier or by certified mail, return receipt
requested, to the addressees of the parties set forth at the beginning of this
Agreement, unless changed by notice as provided in this section.
(c) No waiver by either party of any of the terms and conditions of this
Agreement shall be effective unless such waiver is signed and in writing.
(d) This Agreement may be executed in one or more counterparts and each of
such counterparts shall for all purposes be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument.
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(e) This Agreement shall be governed by and construed in accordance with the
laws of the State of Connecticut.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
LEASING TECHNOLOGIES INTERNATIONAL, INC.
BUYER
By _______________________________
Title
HELPMATE ROBOTICS INC.
SELLER
By________________________________
Title
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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, 1266 Main Street, Stamford, CT 06902 (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
<PAGE>
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
9
<PAGE>
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. Jared Sprole BY: /s/ Marc D. Greenberg
------------------------------------- ---------------------------------
NAME: F. Jared Sprole NAME: Marc D. Greenberg
---------------------------------- ----------------------------
TITLE: President TITLE: Asst. Treas
--------------------------------- ---------------------------
DATE: 2/07/97 DATE: 2/07/97
--------------------------------- ---------------------------
COUNTERPART No. 2 of 2
10
<PAGE>
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
<PAGE>
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. Jared Sprole BY: /s/ Marc D. Greenberg
------------------------------------- ---------------------------------
NAME: F. Jared Sprole NAME: Marc D. Greenberg
---------------------------------- ----------------------------
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
<PAGE>
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
<PAGE>
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. Jared Sprole BY: /s/ Marc D. Greenberg
------------------------------------- ---------------------------------
NAME: F. Jared Sprole NAME: Marc D. Greenberg
---------------------------------- ----------------------------
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
<PAGE>
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
<PAGE>
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. Jared Sprole BY: /s/ Marc D. Greenberg
------------------------------------- ---------------------------------
NAME: F. Jared Sprole NAME: Marc D. Greenberg
---------------------------------- ----------------------------
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
<PAGE>
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
<PAGE>
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. Jared Sprole BY: /s/ Marc D. Greenberg
------------------------------------- ---------------------------------
NAME: F. Jared Sprole NAME: Marc D. Greenberg
---------------------------------- ----------------------------
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
<PAGE>
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
<PAGE>
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. Jared Sprole BY: /s/ Marc D. Greenberg
------------------------------------- ---------------------------------
NAME: F. Jared Sprole NAME: Marc D. Greenberg
---------------------------------- ----------------------------
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
<PAGE>
[logo]
Exhibit 10.3
February 7, 1997
Mr. Marc Greenberg
Chief Financial Officer
HelpMate Robotics Inc.
Shelter Rock Lane
Danbury, CT 06810
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.
<PAGE>
Mr. Marc Greenberg
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. Jared Sprole
President
Agreed:
HELPMATE ROBOTICS INC.
By Asst Treas
_______________________________
Title
