Exhibit 10.23
SPM, LLC
0000-0 XXXXXXXXX XXXXXXX
XXXX XXXXXXXXX XXXXXXX, XXX XXXX 00000
August 8, 2002
Dover Investments Corp.
000 Xxxxx Xx., Xxxxx 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxxx, President
Dear Xx. Xxxxxxxxx:
This letter will serve as the agreement between
SPM, LLC ("the Company") and
Dover Investments Corp. ("Dover").
1. We have agreed that the Company will redeem the
membership interest held by Dover, namely: thirty (30%)
percent of the entire membership interest, for the amount
of Two Million One Hundred Thousand and
00/100 ($2,100,000.00) Dollars.
2. The closing of this transaction will take place on or
before December 30, 2002. The closing will take place
at the offices of Benedict, Ginsberg, Xxxxxxxxxxx
and Xxxxx, P.C., New York, New York.
3. At this time we are paying to you the sum of
$100,000.00 ("Contract Deposit") by check dated
August 31, 2002.
4. In the event we default in our obligation to buy you
out, by December 30, 2002 then the entire Contract
Deposit and the Additional Deposit will be retained by
you as liquidated and final damages. In the event
you default in your obligation to convey the interest
to us, then you shall refund the contract deposit to us
without limitation on other rights we may have.
5. At the time of closing we will execute and exchange
the following documents:
A. You will deliver an Assignment of Membership
Interest to the Company in form prepared by
the Company's attorney and reasonably satisfactory
to your attorney.
B. You will submit a resignation as Manager.
C. We will execute an Amendment to the
Operating Agreement of the Company in form
prepared by the Company's attorney and
reasonably satisfactory to your attorney consenting
to the redemption by the Company of your interest.
D. The Company will deliver to you a release of all
obligations that you may have to the Company under
the Operating Agreement and you will deliver a
release of any claims you may have against the
Company or its other Members.
E. Certified or official Bank checks payable to Dover
or its designee representing the balance due at closing.
6. The Company is entering into this transaction relying
solely on its understanding of the financial condition,
current operations and future prospects of the Company
and Dover has made no representation to the Company
regarding the same. We have disclosed to you that a
local supermarket operator has requested us to draft a
proposed lease for him to operate a portion of the premises
as a Food Town Supermarket and this lease has, indeed,
been prepared. You are otherwise familiar with the
operations of the Company, we have not made any
representation to you regarding the same and you are
entering into this transaction based on your evaluation
of the financial condition, current operations and
future prospects of the Company.
7. Between the date hereof and the date of closing Dover
shall not be obligated to make any contributions or
advances to the Company.
8. The Company shall indemnify Dover from any claim,
right or cause of action that may arise against Dover
from any circumstance or event occurring after the
closing of this transaction including reasonable
attorneys fees incurred in defending any such claim.
If this letter correctly reflects our understanding,
please countersign and return the enclosed copy to us.
SPM,LLC
By: _________________
Xxxx Xxxxxxx, Manager
By: ______________________
Xxxxxx Xxxxxxxx, Manager
By: ___________________
Xxxx XxXxxx, Manager
Confirmed and Agreed:
Dover Investments Corp.
By: _____________________________
Xxxxxxxxx X. Xxxxxxxxx, President
