AGREEMENT
This Agreement is dated as of August __, 2001, among BCT International,
Inc., a Delaware corporation and its wholly-owned subsidiary Business Cards
Tomorrow, Inc., a Florida corporation (collectively, the "Company"), Phoenix
Group of Florida, Inc., a Nevada corporation ("Phoenix") and Xxxxxxx X.
Xxxxxxxxx ("Xxxxxxxxx").
WHEREAS, Xxxxxxxxx is Chairman and Chief Executive Officer of the Company
and President and sole shareholder of Phoenix and has requested the Company to
enter into a continuing and unconditional guaranty (the "Guaranty") in favor of
Bank of America, N.A. (the "Bank") unconditionally guaranteeing the payment of
Phoenix's debt to the Bank pursuant to the $2,000,000 loan (the "Loan") as set
forth in the loan agreement, promissory note and other related documents of even
date (collectively, the "Loan Documents") and has requested that the Company, to
secure its obligations under the Guaranty, pledge substantially all of its
assets to the Bank;
WHEREAS, Xxxxxxxxx has requested that the Company enter into the Guaranty
in order to facilitate a series of transactions (collectively, the
"Transaction") culminating in the acquisition of all of the shares of the
Company by Phoenix (or its affiliates), with Phoenix as the surviving
corporation, such that the Company shareholders other than Phoenix would receive
cash in exchange for their Company shares on terms deemed "fair" to the
shareholders by the special committee of the Company's Board of Directors (the
"Special Committee");
WHEREAS, the Special Committee has recommended that the Company enter into
the Guaranty and related loan documents in order to facilitate the Transaction
provided that Xxxxxxxxx and Phoenix agree to the terms hereof, and Xxxxxxxxx and
Phoenix are agreeable to same.
NOW THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree that the foregoing recitals
are true and correct and further agree as follows:
1. Immediately upon the execution of this Agreement, the Company shall
execute and deliver the Guaranty, the related Security Agreement and such other
documents as the Bank shall reasonably request in connection with the Loan.
2. In consideration of the Company's execution and delivery of the Guaranty
and related Loan Documents, Xxxxxxxxx and Phoenix agree to the following:
X. Xxxxxxxxx'x Employment Agreement with the Company dated as of
March 1, 1993, as amended on June 12, 1997, is hereby amended to
change the termination date set forth in section 3 thereof to
February 28, 2002.
B. On or before September 30, 2001, Phoenix shall make a firm offer
(which may be contingent upon the receipt of financing) to
purchase for cash all of the Company's shares held by persons
other than Phoenix(or its affiliates). The offer shall provide
for a closing of the Transaction on or before April 15, 2002.
C. If the Transaction does not close on terms deemed "fair" to the
Company and its shareholders by the Special Committee by April
15, 2002, or Phoenix fails to make the required firm offer by
September 30, 2001, then Xxxxxxxxx and Phoenix, jointly and
severally, will, within 30 days after the expiration of the
applicable deadline, reimburse the Company for all of its legal
and other expenses incurred in connection with the Transaction,
and, immediately upon the expiration of the deadline Phoenix will
grant to the Company an assignable one-year option to repurchase
all of the shares of Company common stock bought with the Loan
proceeds at the same price paid by Phoenix.
3. Notwithstanding the foregoing, the April 15, 2002, deadline for
closing of the Transaction will be subject to extension until no later than May
31, 2002, in the event of unreasonable delays caused by third parties beyond the
control of Xxxxxxxxx and Phoenix, including, but not limited to, the Securities
and Exchange Commission.
4. Xxxxxxxxx and Phoenix, jointly and severally, agree to pay to the Bank
when and as due any and all obligations under the Loan Documents. In the event
that the Bank demands that the Company make any payment in connection with the
Loan Documents and such payment is made, then Xxxxxxxxx and Phoenix shall,
jointly and severally, reimburse the Company for each such payment immediately
upon demand by the Company. Interest shall accrue at an annual rate of 10% from
the applicable due date on all of Xxxxxxxxx'x and Phoenix's reimbursement
obligations under this Agreement.
5. In order to secure the obligations of Xxxxxxxxx and Phoenix to the
Company hereunder, Phoenix agrees to grant to the Company a first priority
security interest in any and all shares of the Company's common stock purchased
with Loan proceeds. This pledge shall be reflected in a security agreement in
the form attached as Exhibit "A." As additional security for the obligations of
Xxxxxxxxx and Phoenix hereunder, Phoenix agrees to grant to the Company a second
priority security interest (junior to the Bank's security interest) in the
935,382 shares of Company stock now owned by Phoenix pursuant to a security
agreement in the form attached as Exhibit "B."
6. The Company, in its sole discretion, shall be entitled to set off any
and all amounts owed by Xxxxxxxxx or Phoenix under this Agreement against any
and all obligations of
the Company to Xxxxxxxxx or Phoenix.
7. In the event of litigation arising under this Agreement, the
prevailing party shall be entitled to recover from the non-prevailing party its
reasonable attorneys fees and expenses incurred in connection with such
litigation at all levels.
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.
BCT INTERNATIONAL, INC.
By:______________________________________________
Xxxxxxx Xxxxxx, Director
BUSINESS CARDS TOMORROW, INC.
By:______________________________________________
Xxxxxxx Xxxxxx, Director
PHOENIX GROUP OF FLORIDA, INC.
By:______________________________________________
Xxxxxxx X. Xxxxxxxxx, President
______________________________________________
Xxxxxxx X. Xxxxxxxxx
