Exhibit 10.73
FORBEARANCE AGREEMENT
(Citicorp Vendor Finance, Inc.)
This Forbearance Agreement (the
“Agreement ”), dated as of July 12, 2005 is by
and between Citicorp Vendor Finance, Inc. (“ Lessor
”) and Molecular Imaging Corporation f/k/a Mobile PET
Systems, Inc. (“ Molecular ”). Reference is made
to the Master Lease Agreement No: 200079634 dated January 2003
regarding an ECAT Exact 47 PET Imaging System and Chevrolet Truck,
VIN 1GBM7C1CXXJ106794 (with addendums, amendments and schedules
thereto collectively, the “ Lease” ). Terms used
herein and otherwise not defined herein shall have the meanings
ascribed thereto in the Lease.
WHEREAS, Molecular is in default of
its respective obligations under the Lease for failure to make
certain payments when due (the “ Existing Default
”) and Molecular acknowledges said Existing Default;
and
WHEREAS, Molecular has not cured the
Existing Default; and
WHEREAS, Lessor has accelerated all
amounts due and owing to Lessor under the Lease and has made demand
for the return of the Equipment subject to the Lease;
and
WHEREAS, Molecular acknowledges all
of the foregoing, and that the Existing Default remains
outstanding; and
WHEREAS, Lessor is willing to
forebear only as expressly provided herein in the exercise and
enforcement of such rights, powers and remedies only upon
compliance and fulfillment by Molecular of the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of
the terms and conditions contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as
follows:
1. CURRENT ARREARAGE UNDER THE
LEASE
1.1 Molecular hereby acknowledges,
confirms and agrees that, through and including the date of this
Agreement, the amount of $533,332.95 is currently past due and
owing to Lessor pursuant to the Lease.
1.2 Molecular hereby acknowledges,
confirms and agrees that as of the date hereof, the Lease is in
full force and effect and represents the valid, legal and binding
obligations of Molecular to Lessor.
2. FORBEARANCE
2.1 Lessor hereby agrees to forbear
from exercising and enforcing its rights, powers and remedies under
the Lease or now existing at law or in equity or by statute with
respect to the Event of Default set forth above, provided that
Molecular shall comply with and fulfill each of the following terms
and conditions:
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A.
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Molecular shall
pay to Lessor three (3) consecutive monthly payments of $7,312.68
each, the first payment to be made on or before July 14, 2005; the
second payment to be made on or before July 30, 2005; and the third
payment to be made on or before August 30, 2005.
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B.
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Molecular shall
grant to Lessor free and unfettered access to the Equipment covered
by the Lease upon reasonable notice by Lessor.
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2.2 Molecular agrees that any breach
or default under this Agreement by Molecular will also constitute
an Event of Default under the Lease and that any Event of Default
(other than the failure to make the full lease payment under the
Lease during the forbearance period) under the Lease shall
constitute a default hereunder. Molecular hereby waives all notices
and cure periods which may be provided for under the Lease and
agrees that Lessor shall be immediately entitled to all relief
afforded to Lessor thereunder. Notwithstanding anything to the
contrary, Lessor shall give five (5) business days written notice
to Molecular at the address provided for under the Lease of any
occurrence of a default under this Agreement and an opportunity to
cure such default without acceleration during such five (5) day
period.
2.3 Lessor’ forbearance is
further expressly subject to and conditioned upon Molecular’s
strict compliance with each and every term and provision of this
Agreement and the Lease as modified under this
Agreement.
2.4 Upon the breach by Molecular of
any provision of this Agreement or any Event of Default under the
Lease (other than the failure to make the full lease payment under
the Lease during the forbearance period), Lessor, at its option,
may withdraw its forbearance hereunder. Lessor shall promptly
advise Molecular of any such withdrawal, and until all of the
indebtedness (including any accelerated late charges) to Lessor
have been paid in full, Lessor shall have the undisputed and
absolute right to ex