EXHIBIT 10.12
AGREEMENT
THIS AGREEMENT is made as of this 30th day of December, 1998, by and among
NATIONSBANK, N.A. ("NationsBank"); WORKFLOW MANAGEMENT, INC., a Delaware
corporation ("Workflow"); and FJK-XXX XXX, LTD., a Florida limited partnership
("Borrower").
Background:
A. The Borrower has requested that NationsBank extend an acquisition and
tenant improvement loan ("Loan") to Borrower in an amount not to exceed
$3,000,000 in connection with certain real property and the improvements thereon
located at 000 Xxxxx Xxxx Xxx, Xxxx Xxxxx, Xxxxxxx ("Property").
B. Workflow and Borrower have executed a lease dated as of January 8, 1999
("Lease"), pursuant to which Workflow leases the Property from the Borrower, and
the Borrower leases the Property to Workflow. The original term of the Lease
expires November 30, 2009, subject to certain renewal rights of Workflow.
Workflow's obligation under the Lease to pay rent is contingent upon Borrower
completing the "Tenant Improvements" (defined in the Lease), in accordance with
the terms and provisions of the Lease. Workflow and Borrower expect that the
Tenant Improvements will be completed so that Workflow can occupy the Property
beginning December 1, 1999.
C. While the Loan remains unpaid, NationsBank has required that Workflow
provide additional security for payment of the Loan pursuant to the terms and
conditions set forth in this Agreement. Workflow is willing to provide the
additional security requested by NationsBank because the Lease and the Loan
represent an economic benefit to Workflow.
Agreement:
For and in consideration of the sum of Ten and 00/100 Dollars ($10.00)
cash in hand paid and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree as follows:
1. The terms and provisions of the Background set forth above are
incorporated in this Agreement in full as if more fully set forth herein.
2. While the Loan remains unpaid and upon the occurrence of an event of
default under any of the documents which evidence and/or secure the Loan
(collectively, the "Loan Documents") beyond any cure period set forth in the
Loan Documents, NationsBank shall have the right to give Workflow and the
Borrower written notice ("Purchase Notice") instructing Workflow to purchase the
Property from the Borrower. In the event NationsBank elects to send the Purchase
Notice, Workflow covenants and agrees to purchase the Property from the Borrower
and the Borrower covenants and agrees to sell and convey the Property to
Workflow all pursuant to the terms of the "Option" as described and set forth in
the Lease.
3. This Agreement shall terminate and be of no further force and effect
upon payment in full of the Loan to NationsBank.
4. Time is of the essence with regard to all payments and obligations due
under the terms and conditions of the Loan Documents, this Agreement and any
related agreements.
5. This Agreement may not be supplemented, changed, waived, discharged,
terminated, modified or amended except by written instrument executed by the
parties. It constitutes the entire agreement between the parties and supersedes
all previous negotiations, discussions and agreements between the parties, and
no parol evidence of any prior or other agreement shall be permitted to
contradict or vary its terms. Except as set forth in the Lease and the Loan
Documents, there are no promises, terms, conditions or obligations other than
those contained in this Agreement.
6. The waiver by NationsBank of any breach of any provision of the Loan
Documents, this Agreement or any related agreements or the failure to exercise
any right, power or remedy under the Loan Documents, this Agreement or any
related agreements shall not be deemed a continuing waiver or a waiver of any
subsequent breach, whether of the same or another provision, or in any way
impair any right, power or remedy. No right, power or remedy conferred by the
Loan Documents, this Agreement or any related agreements upon NationsBank shall
be exclusive of any other right, power or remedy now or hereafter available at
law, in equity, by statute or otherwise.
7. This Agreement shall be governed and construed under, by and in
accordance with the laws of the State of Florida. It is understood and agreed by
the parties to this Agreement that if any part, term or provision of this
Agreement is held by a court of competent jurisdiction to be illegal or in
conflict with any law of the State of Florida, the validity of the remaining
portions or provisions shall not be affected, and the rights and obligations of
the parties shall be construed and enforced as if this Agreement did not contain
the part, term or provisions held to be invalid.
8. This Agreement and the respective representations, warranties,
covenants, provisions, terms, conditions and agreements contained in this
Agreement shall be binding upon and shall inure to the benefit of the parties to
this Agreement and their respective successors, assigns and heirs. Nothing in
this Agreement, whether expressed or implied, shall be construed to give any
person other than the parties to this Agreement any legal or equitable right,
remedy or claim in respect to this Agreement, which is intended for the sole and
exclusive benefit of the parties to this Agreement.
9. Notice required to be given pursuant to the Note, the Loan Documents,
this Agreement or any related agreements shall be deemed given if delivered by
hand, or when mailed by certified mail, return receipt requested, telecopier or
by overnight courier (prepaid) to the following addresses:
(a) If to the Borrower, to:
FJK-XXX XXX, Ltd.
000 Xxxxx Xxxx Xxx
Xxxx Xxxxx, XX 00000
(b) If to Workflow, to:
Workflow Management, Inc.
000 Xxxxx Xxxx Xxx
Xxxx Xxxxx, XX 00000
Attn: Office of General Counsel
(c) If to (a) or (b) with a copy to:
Xxx X. Xxxxx, Esq.
Xxxxxxx & Xxxxxxx, P.C.
Xxx Xxxxxxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxx, XX 00000
(d) If to the Bank, to:
NationsBank, N.A.
3rd Floor, Commercial Loans
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
(e) With a copy to:
Xxxxxx X. Xxxx, Esq.
Xxxxx & Xxx Xxxxx, PLLC
NationsBank Corporate Center
000 X Xxxxx Xxxxxx, Xxxxx 00
Xxxxxxxxx, XX 00000-0000
10. This Agreement may be executed by the parties, individually or in any
combination, in one or more counterparts, each of which shall be an original and
all of which shall together constitute one and the same agreement.
11. The parties executing this Agreement on behalf of the Borrower and
Workflow represent and warrant that: (a) all necessary corporate or partnership
action to be taken in connection with the execution, delivery and performance of
this Agreement and any related documents has been duly and effectively taken;
and (b) the execution, delivery and performance by the Borrower and Workflow of
this Agreement and any related documents does not constitute a violation or
breach of the Borrower's or Workflow's bylaws, articles of incorporation,
partnership agreement or any other agreement or law by which they are bound.
WITNESS the following signatures and seals:
FJK-XXX XXX, LTD., a Florida
limited partnership
By: FJK-XXX XXX, INC., a Florida
corporation, its General Partner
By: /s/ Xxxxxxxxx X. Xxxxxx, III
--------------------------------
Its: President
WORKFLOW MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Its: Chief Financial Officer
NATIONSBANK, N.A.
By: _____________________________________
Its: ____________________________________
