EXHIBIT 10.15
AGREEMENT
THIS AGREEMENT, made and entered into as of this 23rd of July, 1997, by
and among PHARMASYSTEMS COST CONTAINMENT CORP., a Florida corporation
("Debtor"), XXX'X ACQUISITION CORPORATION, a Florida corporation and its wholly
owned subsidiary Xxx'x Prescription Shops, Inc., a Florida corporation
(collectively "LAC") and XXXXXX X. XXXXX, XX., an individual, as Successor in
Interest to Exired, S.A. de C.V., a Mexican corporation ("Marin"); (the Debtor,
LAC and Marin are sometimes collectively referred to herein as the "parties "
or, generically, as a "party").
WHEREAS, Debtor has requested a loan from Exired, S.A. de C.V., a Mexican
corporation, in the principal amount of $537,500.00 ("Loan A") to be used for
general corporate purposes, including funding the corporate operations of LAC, a
wholly owned subsidiary of Debtor.
WHEREAS, Debtor has also requested that Exired, S.A. de C.V., a Mexican
corporation, make a loan to Healthcare Workshop, Ltd., a British Virgin Islands
corporation ("HWL") in the principal amount of $1,000,000.00 for similar
corporate purposes ("Loan B") (Loan A and Loan B are hereinafter collectively
referred to as the "Loans").
WHEREAS, Exired, S.A. de C.V., a Mexican corporation, has transferred
all of its rights, claims, title and interest, including subrogation of all
claims, in connection with the Loans to Marin.
WHEREAS, in order to evidence and secure Loan A, the Debtor is executing
and delivering to Marin on this date a Promissory Note and Security Agreement in
the principal amount of $537,500.00 (the "Note") granting to Marin a perfected
security interest in 100% of the outstanding capital stock of LAC.
WHEREAS, in order to evidence and secure Loan B, HWL is executing and
delivering to Marin on this date a Promissory Note and Security Agreement, of
even date herewith ("Note B") in the principal amount of $1,000,000.00).
WHEREAS, LAC is the sole owner of all assets of the operating business
commonly known as Xxx'x Pharmacies, a pharmaceutical drug store chain doing
business in Dade County, Florida, and owns such assets directly, not through an
intervening subsidiary (wholly owned or otherwise).
WHEREAS, Marin has agreed to make the Loans on the express condition tht
the Debtor and LAC agree to abide by certain affirmative and negative covenants
and conditions more particularly described in this Agreement.
WHEREAS, in order to induce Marin to make the Loans, the Debtor and LAC
are willing to enter into this Agreement and to abide by the terms hereof.
NOW THEREFORE, in consideration of the premises and the respective mutual
agreements, covenants, representations and warranties herein contained, as well
as other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties, intending to be legally bound, hereby agree
as follows:
1. RECITALS. The above recitals are true and correct in all
respects as of the date hereof and are hereby incorporated by reference.
2. COVENANTS AND AGREEMENTS OF DEBTOR.
2.1. TRANSACTIONS EFFECTING ORGANIZATION AND GOOD STANDING. Between
the date hereof and the time when the Note is fully discharged, the Debtor and
LAC shall take all necessary actions to keep in full force and effect the legal
existence of the Debtor and LAC.
2.2. CONDUCT OF DEBTOR.
2.2.1. Between the date hereof and the time when the Notes
are fully discharged, the Debtor and LAC will each conduct its business
diligently in the ordinary course of its business, and Debtor and LAC shall use
their best efforts to preserve intact their business organization, and to
preserve their good will and relationships with their employees, suppliers,
contractors, clients and others having business relations with Debtor and LAC,
respectively.
2.2.2. Between the date hereof and the time when the Notes
are fully discharged, Debtor and LAC will not, without the prior written consent
of Marin, except as otherwise provided for in Section 4 of the Security
Agreement executed concurrent herewith (a) sell, lease or otherwise transfer or
dispose of a significant portion of the Debtor's business assets, or, (b)
mortgage or pledge any of their business assets.
2.2.3. Between the date hereof and the time when the Notes
are fully discharged, the Debtor will provide Marin with its consolidated and
consolidating quarterly financial statements within forty-five (45) days of the
end of each quarter and annual consolidated and consolidating audited financial
statements within ninety (90) days of its fiscal year end.
2.2.4. Between the date hereon and the time when the Notes
are fully discharged, neither the Debtor nor LAC will, without the prior written
consent of Marin, (a) incur any indebtedness, or (b) guarantee any debt, except
in the ordinary course of business.
2.2.5. Between the date hereof and the time when the Notes
are fully discharged, neither Debtor nor LAC will, without the prior written
consent of Marin, merge or consolidate the Debtor into another entity or permit
any entity to consolidate or merge into it.
2.2.6. Between the date hereof and the time when the Notes
are fully discharged, neither the Debtor nor LAC will, without the prior written
consent of Marin, declare any dividends or acquire any outstanding shares of its
stock or make any other distribution of cash or property with respect to its
shares.
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2.2.7. Between the date hereof and the time when the Notes
are fully discharged, the Debtor and LAC will furnish to Marin such other
information as Marin may reasonably request and permit Marin or his
representatives to visit Debtor's and/or LAC's respective places of business,
talk with Debtor's or LAC's officers and inspect Debtor's and or LAC's books and
records.
3. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida.
4. DEFAULT. The failure by Debtor or LAC to abide by the terms hereof
shall be deemed to be an Event of Default under Note A and under Note B
permitting Marin to enforce his remedies under the terms of such Notes and under
the Security Agreement, of even date herewith, from LAC to Marin.
5. NOTICES. Any notice, request, demand and other communication required
or permitted to be given hereunder shall be in writing and shall be deemed to
have been duly given (a) when delivered by hand, or (b) five (5) days after
deposit in the United States mail, by registered air mail, postage prepaid,
return receipt requested, as follows:
If to Debtor or LAC: PharmaSystems Cost Containment Corp.
0000 X.X. 0xx Xxxxxx, #000
Xxxxx, Xxxxxxx 00000
with a copy to: Caruncho & Mur, P.A.
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
If to Marin: x/x Xxxxxxx X. Xxxxx, Xxx.
Xxxxx, Xxxxxxx & Xxxxx, P.A.
000 X. Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
or to such other addresses as the parties hereto may from time to time give
written notice of to the others.
6. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among
the parties hereto and supersede all prior agreements, understandings,
negotiations and discussions, both written and oral, among the parties hereto
with respect to the subject matter hereof. This Agreement may not be amended or
modified in any way except by a written instrument executed by all of the
parties hereto.
7. BENEFITS: BINDING EFFECT. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
representatives, heirs, legal representatives, successors and assigns.
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8. NO WAIVER . No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provisions hereof (whether
or not similar), nor shall any such waiver constitute a continuing waiver unless
otherwise expressly so provided.
9. SEVERABILITY. In the event that one or more of the words, phrases,
sentences, clauses, subsections or sections contained in this Agreement shall be
declared invalid, this Agreement shall be construed as if such invalid word or
words, phrase or phrases, sentence or sentences, clause or clauses, subsection
or subsections, section or sections had not been inserted, and shall remain in
full force and effect to the extent of the other provisions hereof.
10. SECTION HEADINGS. The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of any provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have each executed an delivered
this Agreement as of the day and year first above written.
DEBTOR:
PHARMASYSTEMS COST CONTAINMENT CORP.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx, as President
LAC:
XXX'X ACQUISITION CORPORATION, a Florida
corporation
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------------
Xxxx X. Xxxxxxxxx, President
XXX'X PRESCRIPTION SHOPS, INC., a Florida
corporation
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------------
Xxxx X. Xxxxxxxxx, President
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MARIN:
/s/ Xxxxxx Xxxxx
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Xxxxxx, Marin Individually, as
Successor-in-Interest to Exired, S.A. de C.V.,
a Mexican corporation
