Exhibit 10(dd)
September 18, 1999
Interstate Travel Facilities, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
Edmond, OK 73034
Re: Agreement Regarding ▇▇▇▇▇▇▇ Stock and
Other Agreements with Interstate Travel
Facilities, Inc. ("ITF")
Ladies and Gentlemen:
Because of circumstances which have developed since our
original Letter Agreement dated April 13, 1999, (the
"Agreement") was executed, we have mutually agreed that such
Agreement is null and void and of no further force and
effect. In lieu thereof, we have agreed to the following:
1. ▇▇▇▇▇▇▇ Stock. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") will
exchange his 6,250 shares of common stock of ITF with ITF
for all of ITF's membership interest in ToeJoe (hereafter
defined).
2. Cancellation of ▇▇▇▇▇▇▇ Note. Since ▇▇▇▇▇ will never
receive payout of its original investment and ITF now has
negative shareholders' equity, the parties hereto have
mutually agreed that the $543,750 promissory note from ITF
to the Tindells has no value and is hereby cancelled.
3. Termination of ▇▇▇▇▇▇▇ Employment. It is mutually
agreed that at the Closing (hereafter defined) ▇▇▇▇▇▇▇ will
resign as President and Director of ITF.
4. Cancellation of ▇▇▇▇▇▇▇ Stock Option. Since ▇▇▇▇▇▇▇
will no longer be an employee of ITF and since ITF will
never attain the $4,400,000 net worth specified in Section 2
of the Nonqualified Stock Option Agreement (the "Option")
dated February 27, 1998, by and between ITF and ▇▇▇▇▇▇▇, it
is mutually agreed that such Option is cancelled and of no
further force and effect.
5. Release and Assignment of Certificates of Deposit.
Stillwater National Bank and Trust Company ("SNB") is
holding Certificates of Deposit (the "C/D's") in the total
amount of $327,070.16 as collateral for certain loans to
ITF. SNB has agreed to release such C/D's which will be
assigned to ▇▇▇▇▇ and delivered at or prior to Closing.
6. Formation of ToeJoe. ITF has agreed to contribute four
(4) tracts of real property, together with any improvements
thereon, to a newly organized company, known as ToeJoe,
L.L.C. ("ToeJoe") an Oklahoma limited liability company.
Details of the formation of ToeJoe are contained in a Letter
Agreement of concurrent date by and among ▇▇▇▇▇, ITF and
▇▇▇▇▇▇▇.
7. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ("C&L"). ITF will continue to
own C&L and pursue the sale thereof. The inventory and
accounts payable associated with C&L will remain with ITF.
8. Conduct of Business. From the date hereof to the
Closing of the Transaction, ITF will operate its business
only in the ordinary course.
9. Management of ITF. ▇▇▇▇▇ will take over the management
of ITF at Closing. ▇▇▇▇▇ is presently considering ▇▇▇▇▇▇'s
proposal to manage C&L on a temporary basis and will reach a
decision on this by the Closing.
10. ▇▇▇▇▇▇▇ Guaranties. ITF will assume any personal
guaranties of ▇▇▇▇▇▇▇ related to utilities and/or vendors at
C&L, and see that ▇▇▇▇▇▇▇ is relieved of any liabilities
therefor.
11. Billboards. The billboards associated with C&L will be
rented on a month-to-month basis by ITF from ▇▇▇▇▇▇▇ for
$150 per sign. It is our understanding that there are
thirteen (13) signs at the two locations.
12. Fuel Contracts. The fuel contracts at C&L will remain
in effect. It is our understanding that both contracts are
transferable but are binding for the remaining term of the
respective agreements (9 years w/Texaco at ▇▇▇▇▇▇▇▇ and 6
years w/Conoco at Lotawatah). ▇▇▇▇▇▇▇ agrees to assign such
contracts to ITF, or alternatively, to make such contracts
available to ITF on a mutually agreeable basis.
13. Other Assets. ▇▇▇▇▇▇▇ will personally assume the
indebtedness on the 1998 Dodge pickup and the 1997 GMC
pickup owned by ITF in full payment and consideration for
such assets.
14. Closing. Closing of the Transaction will occur on
November 15, 1999 or as soon thereafter as possible. If
such Closing does not occur on November 15, it will occur
within seven (7) days thereafter.
15. Binding Effect. It is the intent of the parties that
the Transaction shall become binding obligations of each of
the parties hereto upon the execution of this Letter
Agreement.
If the foregoing meets with your approval, please execute a
counterpart of this letter at the places provided below and
return one copy to us.
Very truly yours,
THE ▇▇▇▇▇ COMPANY
By ▇▇▇▇ ▇▇▇, ▇▇.
▇▇▇▇ ▇▇▇, ▇▇., President
ACCEPTED this 20th day of September, 1999
INTERSTATE TRAVEL FACILITIES, INC.
By ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
