Exhibit 10.66
[GRAPHIC OMITTED]GE Healthcare Financial Services
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NON-GE EQUIPMENT ADDENDUM
DATED AS OF 06/24/2003
TO MASTER LEASE AGREEMENT (QUASI)
DATED AS OF 06/24/2003
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THIS ADDENDUM ("Addendum") is attached and made a part of the above
referenced Master Lease Agreement (Quasi) (the "Agreement") between General
Electric Capital Corporation ("Lessor") and the undersigned lessee ("Lessee")
and is incorporated by reference into the Agreement. This Addendum modifies and
supplements the Agreement and sets forth additional terms and conditions that
apply to Equipment that has not been manufactured by the General Electric
Company or its affiliates. This Addendum also applies if the Equipment is used
GE Equipment that was acquired by Lessor from Lessee in a sale/leaseback
transaction or purchased by Lessor from a third party vendor. Any conflict
between this Addendum and the Agreement shall be resolved so as to give effect
to the provisions of this Addendum. Capitalized terms not otherwise defined
herein shall have the meaning set forth in the Agreement.
1. TRANSPORTATION AND RISK OF LOSS:
(a) The Equipment will be shipped to the site identified in a
Schedule by the Supplier of the Equipment. Lessee will inform Lessor of the date
the Equipment is delivered within 5 days of such delivery. Any necessary
assembly or installation will be described in the Schedule. The Lessee agrees to
accept shipment of the Equipment and to cooperate with any assembler to permit
the assembler to complete its task without delay.
(b) The Lessee or the Supplier will bear responsibility for
transportation and risk of loss of the Equipment at all times. At no time will
Lessor bear the risk of loss. The use of the term "risk of loss" herein shall
include, without limitation, the entire risk of any loss, theft, damage to, or
destruction of any unit of Equipment from any cause whatsoever.
2. STIPULATED LOSS VALUE: If for any reason any unit of Equipment becomes
worn out, lost, stolen, destroyed, irreparably damaged or unusable ("Casualty
Occurrences") Lessee shall promptly and fully notify Lessor in writing. Lessee
shall pay Lessor on the Payment Date (defined below), the sum of (i) the
Stipulated Loss Value (see Schedule(s)) of the affected unit determined as of
the rent payment date prior to the Casualty Occurrence; and (ii) all rent and
other amounts which are then currently outstanding and due under this Agreement
for the affected unit. The "Payment Date" shall be the next rent payment date
after the Casualty Occurrence. Upon payment of all sums due hereunder, the term
of this Agreement as to such unit of Equipment shall terminate.
3. NET LEASE: THIS AGREEMENT CONSTITUTES A NET LEASE, AND LESSEE'S
OBLIGATION TO PAY THE RENTS AND OTHER AMOUNTS DUE HEREUNDER (AND THE CONTINUING
EFFECTIVNESS AND ENFORCEABILITY OF THIS AGREEMENT) ARE ABSOLUTE, UNCONDITIONAL
AND INDEPENDENT OBLIGATIONS NOT SUBJECT TO ABATEMENT, DIMINUTION, SUSPENSION,
DEFERMENT OR REDUCTION OF, OR OFFSET AGAINST, LESSEE'S OBLIGATIONS HEREUNDER FOR
ANY REASON INCLUDING WITHOUT LIMITATION: (i) ANY CLAIMS OF LESSEE AGAINST
LESSOR, OR THE MANUFACTURER OR SELLER OF THE EQUIPMENT; (ii) ANY DEFECT IN,
DAMAGE TO, OR LOSS OR DESTRUCTION OF ANY UNIT HOWEVER ARISING; OR (iii) ANY
INTERFERENCE WITH LESSEE'S USE OF ANY UNIT OR EQUIPMENT BY ANY THIRD PARTY
(INCLUDING ANY GOVERNMENTAL BODY) EXCEPT AS EXPRESSLY SET FORTH HEREIN. IT IS
THE EXPRESS INTENTION OF THE PARTIES HERETO THAT ALL RENTS AND OTHER AMOUNTS
PAYABLE BY LESSEE TO LESSOR HEREUNDER SHALL CONTINUE TO BE PROMPTLY AND
UNCONDITIONALLY PAID IN ALL EVENTS.
4. INDEMNIFICATION: Lessee hereby agrees to indemnify Lessor, its agents,
employees, successors and assigns (on an after tax basis) from and against any
and all losses, damages, penalties, injuries, claims, actions and suits,
including legal expenses, of whatsoever kind and nature arising out of or
relating to the Equipment or this Agreement, except to the extent the losses,
damages, penalties, injuries, claims, actions, suits or expenses result from
Lessor's gross negligence or willful misconduct ("Claims"). This indemnity shall
include, but is not limited to, Lessor's strict liability in tort and Claims,
arising out of (i) the selection, manufacture, purchase, acceptance or rejection
of Equipment, the ownership of Equipment during the term of this Agreement, and
the delivery, lease, possession, maintenance, uses, condition, return or
operation of Equipment (including, without limitation, latent and other defects,
whether or not discoverable by Lessor or Lessee and any claim for patent,
trademark or copyright infringement or environmental damage) or (ii) the
condition of Equipment sold or disposed of after use by Lessee, any sublessee or
employees of Lessee. Lessee shall, upon request, defend any actions based on, or
arising out of, any of the foregoing. All of Lessor's rights, privileges and
indemnities contained in this Section 5 shall survive the expiration or other
termination of this Agreement. The rights, privileges and indemnities contained
herein are expressly made for the benefit of, and shall be enforceable by
Lessor, its successors and assigns.
5. DISCLAIMER: LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT
WITHOUT ANY ASSISTANCE FROM LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR DOES NOT
MAKE, HAS NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE
EQUIPMENT LEASED UNDER THIS AGREEMENT OR ANY COMPONENT THEREOF, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS,
QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE,
USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE.
All such risks, as between Lessor and Lessee, are to be borne by Lessee.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Addendum to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR LESSEE:
General Electric Capital Corporation The Sagemark Companies LTD.
By: /s/ XXXX XXXXX By: /s/ XXXXXXXX X. XXXXXXX
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Name: Xxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx
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Title: Duly Authorized Signatory Title: President and CEO
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