Exhibit 10(cc)
September 18, 1999
Xxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
0000 X. X-00 Xxxxxxxxxx Xxxx.
Xxxxxx, XX 00000
Re: Agreement between Xxxx Xxxxxxx and
Interstate Travel Facilities, Inc. ("ITF")
Ladies and Gentlemen:
Xxxx X. Xxxxxxx ("Xxxxxxx") has agreed to transfer Tindell's
stock in ITF to ITF in exchange for all of ITF's membership
interest in ToeJoe, L.L.C. subject to the following terms
and conditions:
1. 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. ITF
will be the sole initial member of ToeJoe. ToeJoe will
assume all of the debt outstanding against such properties,
including indebtedness in favor of SNB which amounted to
approximately $2,119,867.31 principal and $3,397.16 interest
at August 31, 1999. The four properties (the "Properties')
to be contributed to ToeJoe are as follows:
A. Rodeo Corner (Situated at I-35 and Xxxxxx Road,
Guthrie, Oklahoma)
B. Waterloo I (Situated at 0000 X. X-00 Xxxxxxxxxx Xxxx.,
Xxxxxx, Xxxxxxxx)
C. Waterloo II (Situated on west side of I-35 and Waterloo
Road, Edmond, Oklahoma)
D. Road Warrior Truck Wash (Situated at 0000 X. 00xx
Xxxxxx, Xxxxx, Xxxxxxxx)
2. Release of Liabilities. It is understood and agreed
that the Assumption Agreement(s) between ToeJoe and SNB
shall fully discharge ITF from all liabilities or
obligations in favor of SNB. It is also understood and
agreed that ITF shall have no liabilities or obligations in
connection with the $550,000 Wrap Around Promissory Note in
favor of Stuckey's Management Group, L.L.C., nor in
connection with the mortgage by Stuckey's Management, L.L.C.
in favor of Pecan Shoppe of Edmond, Inc.
3. Inventories and Accounts Payable. It is mutually
agreed that ITF is also contributing to ToeJoe the
inventories at Rodeo Corner, Waterloo I and Road Warrior
Truck Wash. ToeJoe will assume the accounts payable
associated with such locations.
4. Xxxxxxx Stock. Xxxxxxx will exchange his 6,250 shares
of common stock of ITF with ITF for all of ITF's membership
interest in ToeJoe (the "Transaction").
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 The Xxxxx Company and delivered at or prior to
Closing.
6. Conduct of Business. From the date hereof to the
Closing of the Transaction, ITF will operate its business
only in the ordinary course.
7. Fuel Contracts. ITF shall have no liability in
connection with the fuel contracts related to the
Properties. Xxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx shall
have no liability in connection with the fuel contracts
related to the properties (Xxxxxxxx and Lotawatah) which are
retained by ITF and not transferred to ToeJoe.
8. Closing and Effective Date. The effective date of the
Transaction will be as of August 31, 1999. 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
and be treated for both tax and financial purposes as if
such Closing had occurred on August 31, 1999.
9. Binding Effect. The undersigned acknowledge that they
have the authority to execute this Letter Agreement. It is
the intent of the parties that the Transaction shall become
binding obligations of each of the parties hereto upon the
execution hereof.
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 XXXXX COMPANY
By XXXX XXX, XX.
Xxxx Xxx, Xx., President
ACCEPTED this 20th day of September, 1999
INTERSTATE TRAVEL FACILITIES, INC.
By XXXX XXX, XX.
Xxxx Xxx, Xx., Vice President
XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx
