EXHIBIT 10.2
[GRAPHIC OMITTED]
GE Healthcare Financial Services Internal Contract Ref. # 8541217
Internal Order Ref. # 2618291
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EQUIPMENT WITH SERVICE SCHEDULE
DATED AS OF 02/12/2006
TO MASTER LEASE AGREEMENT (QUASI)
DATED AS OF 6/24/2003
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This Schedule is executed pursuant to, and incorporates by reference the
terms and conditions of the Master Lease Agreement identified above
("Agreement," said Agreement and this Schedule being collectively referred to as
"Lease"). Except as provided herein, capitalized terms not defined herein shall
have the meanings assigned to them in the Agreement. This Schedule constitutes a
separate instrument of lease.
1. EQUIPMENT: Subject to the terms and conditions of the Lease, Lessor agrees to
lease to Lessee the Equipment described below (the "Equipment").
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Number Supplier/ Lessor's Model, VIN #, Unit #
of Units Site Manufacturer Capitalized Cost and/or Type Of
Equipment
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1 Premier PET Imaging of Jacksonville GE Healthcare Technologies $1,963,782.00 Discovery ST16 PET/CT
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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2. SUPPORT: Beginning upon expiration of the applicable warranty period for the
Equipment, GE Healthcare, a division of General Electric Company ("GE"), will
provide "Support" as described in the Support Exhibit attached hereto.
3. TERMS AND RENTALS:
A. Term of Schedule: 84 months. The Term of this Schedule will commence on
the Lease Commencement Date specified in the "Lease, Term and Rent Payments"
section of the Agreement and continue for the term specified immediately above,
subject to and in accordance with the terms and conditions of this Schedule. In
the event that the Lease Commencement Date does not occur on or prior to June
30, 2006, Lessor may at anytime thereafter, at its option, by written notice to
Lessee, terminate this Schedule, after which termination this Schedule shall be
of no further force or effect.
B. Advance Rental: $0.00. Lessor will apply the Advance Rental to Lessee's
Monthly Rental and Monthly Service Fee (collectively "Monthly Charge")
obligation under this Schedule to Month 0.
C. Monthly Rental: 5 Month(s) @ $0.00; 6 Month(s) @ $18,000.00; 1 Month(s)
@ $35,647.90; 72 Month(s) @ $35,647.90, plus all applicable taxes. All payments
will be in arrears. . In states assessing upfront sales and use tax, your
Monthly Rentals will be adjusted to include the applicable sales and use tax
amortized over the Term using a rate that preserves Lessor's economic yield for
the transaction described in this Agreement. Lessee's payment of Monthly Rentals
to Lessor will be in accordance with the "Lease, Term and Rent Payments" section
of the Agreement. The interest rate with respect to this Schedule will be
established on the Lease Commencement Date. The interest rate will be equal to
8.69% per annum and will be adjusted based on the number of basis points, plus
or minus, as applicable, that the Index Rate (as defined in this paragraph) has
changed from original rate quote 4.53% per annum. The "Index Rate" shall mean
the per annum rate of interest published on the date selected by Lessor, which
date shall be no earlier than seven (7) business days immediately preceding the
Lease Commencement Date by the Board of Governors of the Federal Reserve System
in Federal Reserve statistical release H.15(519) entitled "Selected Interest
Rates" as the 7 Year Treasury Constant Maturities rate. Interest shall be
calculated on the basis of a 360-day year for the actual number of days
occurring in the period for which interest is payable.
D. Monthly Service Fee: 5 Months @ $0.00; 6 Months @ $0.00; 1 Month @
$0.00; 72 Months @ $14,508.34, plus all applicable taxes.
E. Interim Rent:If the Lease Commencement Date is not the 1st or 15th of
any calendar month (a "Payment Date"), the initial Term shall be extended by the
number of days between the Lease Commencement Date and the Payment Date which
occurs after the Lease Commencement Date (the "Interim Period"). Lessee shall
pay Interim Rent for the Interim Period. The Interim Rent will be due on the
first payment due date and calculated as the Daily Rent Factor times the number
of days in the Interim Period. For purposes of this calculation, the "Daily Rent
Factor" shall equal the Interest Rate divided by 360 and times the total funding
amount under the Term of this Schedule.
Equip-Service Sch to Quasi Lease Page 1 of 3 (Rev. 8/1/05)
4. SERVICE WARRANTY/REMEDIES: GE warrants that it will provide the Support
specified in the Support Exhibit in a workmanlike manner. For any claim that
Support was not performed in a workmanlike manner in accordance with the Support
limited warranty in this Section 4, Lessee's sole and exclusive remedy is for GE
to re-perform that Support. In the event GE materially breaches its Support
obligations under this Agreement, and fails to remedy such material breach
within thirty (30) days after Lessee's written notice to GE of such breach,
Lessee may terminate the service portion of this Agreement; provided, however,
that if GE determines that it cannot cure the breach with reasonable efforts
within such 30-day period, GE will be entitled to an additional period not to
exceed thirty (30) days within which to cure the breach. Upon termination,
neither party will have any further rights or obligations under the service
portion of this Agreement except for (i) payment obligations arising prior to
the date of termination and (ii) portions of the contract, which by their nature
must extend beyond the date of contract expiration and (iii) warranty
obligations for the terms of this agreement arising prior to the date of
termination.
5. END OF SUPPORT ANNOUNCEMENT: In the event GE makes a general commercial
announcement that it will no longer offer Support agreements for an item of
Equipment or Equipment component or provide a particular Support feature or
option, then upon no less than 12 months' prior written notice to Lessee, Lessor
may, at its option, remove any such item(s) of Equipment, component(s),
feature(s), or option(s) from this Schedule, with an appropriate adjustment of
charges, without otherwise affecting this Agreement.
6. RECORD RETENTION AND ACCESS: If Section 1861(v)(1)(I) of the Social Security
Act applies to this Schedule, subsections (i) and (ii) of that Section are made
a part of this Schedule. In such an event, GE agrees to retain and make
available and to insert the requisite clause in each applicable subcontract
requiring GE's subcontractor to retain and make available, the contract(s),
book(s), document(s) and record(s) to the person(s), upon the request(s), and
for the period(s) of time as required by these subsections.
7. EXCUSABLE DELAYS AND PERFORMANCE: GE shall not be liable for delays or
failures in performance of any obligation under a Schedule or the Agreement due
to a cause beyond its reasonable control.
8. AUTODRAFTING
A. Section deleted in its entirety.
9. PURCHASE OPTION:
A. Provided this Schedule has not already been terminated and Lessee has
paid all rent due to Lessor hereunder and all other material charges or amounts
then due to Lessor hereunder and Lessee is not in default under any other
agreement between Lessee and Lessor relating to the Agreement, Lessee may, by
written notice to Lessor, at least 180 days before the expiration of the Term,
irrevocably elect to purchase all (but not less than all) of the Equipment for
the Equipment Option Price set forth below: Notwithstanding the foregoing or
anything else to the contrary contained in the Master Lease Agreement (or the
Equipment with Service Schedule to Master Lease Agreement), Lessee shall have
the right to purchase the Equipment, as aforesaid, provided that Lessee has paid
all rent due to Lessor hereunder and all other charges or amounts then due to
Lessor hereunder.
$101.00 plus all applicable taxes (the "Equipment Option Price")
▇. ▇▇▇▇▇▇ and Lessee agree that if Lessee acquires any upgrade to or
non-severable improvement of the Equipment and/or any Licensed Software which
increases it productivity or value, then Lessor will adjust the Equipment Option
Price to also reflect the upgrade or improvement.
C. Lessee's purchase of the Equipment shall be on an AS-IS, WHERE-IS basis
without recourse or warranty of any kind.
10. ARTICLE 2A NOTICE: IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE
UNIFORM COMMERCIAL CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES
THE FOLLOWING DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A) THE
PERSON(S) SUPPLYING THE EQUIPMENT IS REFERENCED IN SECTION 1 ABOVE (THE
"SUPPLIER(S)"), (B) LESSEE IS ENTITLED TO THE PROMISES AND WARRANTIES, INCLUDING
THOSE OF ANY THIRD PARTY, PROVIDED TO THE LESSOR BY THE SUPPLIER, WHICH IS
SUPPLYING THE EQUIPMENT IN CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH
LESSOR ACQUIRED THE EQUIPMENT AND (C) WITH RESPECT TO SUCH EQUIPMENT, LESSEE MAY
COMMUNICATE WITH SUPPLIER(S) AND RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF
SUCH PROMISES AND WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF THEM
OR OF REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES
ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND ANY
RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR
MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES UNDER THE DEFAULT AND REMEDIES SECTION
OF THE AGREEMENT.
11. STIPULATED LOSS TABLE: The Stipulated Loss Value for any unit of Equipment
shall be the Lessor's capitalized cost of such unit (as referenced in the
Stipulated Loss Table to be delivered by Lessor to Lessee) multiplied by the
appropriate percentage derived from a Stipulated Loss Table. In the event that
the Lease is for any reason extended, then the last percentage figure shown in
the Stipulated Loss Table shall control throughout any such extended term.
12. Lessee does further certify that as of the date hereof (i) Lessee is not in
default under the Lease; (ii) the representations and warranties made by Lessee
pursuant to or under the Lease are true and correct on the date hereof and (iii)
Lessee has reviewed and approves of the purchase documents for the Equipment, if
any.
13. Any modified or additional terms and conditions of this Schedule are set
forth in the following attachments to this Schedule: Acceptance Certificate,
Stipulated Loss Table.
14. Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect.
Equip-Service Sch to Quasi Lease Page 2 of 3 (Rev. 8/1/05)
LESSOR: LESSOR:
General Electric Capital Corporation The Sagemark Companies LTD.
By: By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Duly Authorized Signatory Title: President and Chief Executive
Officer
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General Electric Company
By:
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Name:
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Title: Duly Authorized Signatory
Equip-Service Sch to Quasi Lease Page 3 of 3 (Rev. 8/1/05)