INTERIM SHARE REPURCHASE AGREEMENT
THIS AGREEMENT, made and entered into on the dates written below, but
effective as of January 1, 2001, by and between ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, of the post
office address of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
("▇▇▇▇▇▇▇"), and SPF ENERGY, INC., a North Dakota corporation whose principal
place of business is located at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
("SPF").
WHEREAS, Superpumper, Inc. ("Superpumper") and ▇▇▇▇▇▇▇ Oil, Inc.
("Farstad") entered into and executed a Plan and Agreement OF Reorganization and
Exchange ("Plan and Agreement") in May of 1996; and
WHEREAS, ▇▇▇▇▇▇▇ and Superpumper as a part of the corporate
reorganization, caused the organization of SPF to act as a holding company; and
WHEREAS, pursuant to the Plan and Agreement, SPF acquired One Hundred
Percent (100%) of the outstanding shares owned by ▇▇▇▇▇▇▇ in Superpumper, and
at the time of the reorganization and exchange ▇▇▇▇▇▇▇ owned 677,327.3 shares of
common stock in Superpumper; and
WHEREAS, following the completion of the corporate reorganization
transaction contemplated by the Plan and Agreement of Reorganization and
Exchange, ▇▇▇▇▇▇▇ was the sole owner of 677,327.3 shares of common stock in SPF;
and
WHEREAS, SPF continues to act in the capacity of a holding company
owning the shares formerly owned by ▇▇▇▇▇▇▇ in Superpumper, together with owning
the shares of ▇▇▇▇▇▇▇; and
WHEREAS, Superpumper and SPF made, executed and entered into an
Employment and Stock Option Agreement on or about July 1, 1996, with ▇▇▇▇▇▇▇
providing for the employment of ▇▇▇▇▇▇▇, and further granting ▇▇▇▇▇▇▇ an option
to sell shares of SPF common stock to SPF on an annual basis commencing in
calendar year 1996 as more fully specified within the Employment and Stock
Option Agreement; and
WHEREAS, ▇▇▇▇▇▇▇ previously exercised her options to sell shares of SPF
common stock to SPF for the calendar years of 1996, 1997, 1998, 1999 and 2000;
and
WHEREAS, pursuant to a Settlement Agreement executed by SPF and
Superpumper on February 29, 2000, and by ▇▇▇▇▇▇▇ on March 10, 2000, SPF
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has tendered full payment to ▇▇▇▇▇▇▇ for the shares of SPF stock which were
subject to ▇▇▇▇▇▇▇' options to sell as exercised for calendar years 1996,
1997,1998, and 1999; and
WHEREAS, as reflected on Exhibit "A," which exhibit is attached and
hereby incorporated by reference, and as of December 1, 2000,▇▇▇▇▇▇▇ owns
521,211.8 shares of SPF stock; and
WHEREAS, SPF has not, as of the date of this Agreement, tendered any
payment to ▇▇▇▇▇▇▇ for the 67,732.7 shares of SPF common stock which were
elected to be sold by ▇▇▇▇▇▇▇ to SPF for calendar year 2000; and
WHEREAS, ▇▇▇▇▇▇▇ has performed all of the conditions which were
required to be performed by her under the terms and conditions of the annual
options to sell as contained within the Employment and Stock Option Agreement
for calendar year 2000; and
WHEREAS, the indebtedness which is due and owing by SPF to ▇▇▇▇▇▇▇ for
the purchase of the SPF shares of common stock for calendar year 2000, using the
per share price of $4.60, amounts to a total obligation owed by SPF to ▇▇▇▇▇▇▇
of $311,570.42; and
WHEREAS, all parties to this Agreement are desirous of effecting an
interim agreement concerning the terms and conditions of the indebtedness which
currently exists between the parties relating to ▇▇▇▇▇▇▇' exercised options to
sell SPF shares of common stock for calendar year 2000, and the parties have
therefore agreed to be bound by the terms and conditions of this Agreement, and
the terms and conditions of this Agreement are as set forth herein;
NOW, THEREFORE, in consideration of the mutual benefits to be derived
herefrom, and for good and valuable consideration, both the adequacy and
sufficiency of which is herein expressly acknowledged, it is agreed and
understood by and between ▇▇▇▇▇▇▇ and SPF as follows:
1. PURPOSE. This Agreement is made and entered into by and between
the parties hereto in order to temporarily establish the rights and obligations
of the parties concerning and relating to ▇▇▇▇▇▇▇' options to sell shares of SPF
common stock for the calendar year 2000.
2. PAYMENT OF OBLIGATION. SPF and ▇▇▇▇▇▇▇ herein expressly agree
that, commencing on january 1, 2001, interest will begin to accrue at the rate
of Six Percent (6%) on the payment amounts which are required to be paid by SPF
to ▇▇▇▇▇▇▇ for her exercised option for calendar year 2000. SPF herein agrees
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that its indebtedness for ▇▇▇▇▇▇▇'▇ calendar year 2000 option shall be partially
paid to ▇▇▇▇▇▇▇ as follows:
a. Commencing on January 1, 2001, and continuing on the first day of
each month thereafter through the resulting payment due on June
1, 2001, SPF shall tender a monthly payment to ▇▇▇▇▇▇▇ in an
amount of not less than $18,000. Said payments shall first be
applied to accrued interest, if any, with the remainder of each
payment applied to the then existing principal balance, in
accordance with the amortization schedule attached as Exhibit
"B," which exhibit is hereby incorporated by reference.
b. On or before June 1, 2001, the parties shall negotiate and enter
into a permanent agreement for the payment of all accrued
interest, and the then remaining principal balance. The parties
shall use their best good faith efforts to finalize said
permanent agreement by March 31, 2001, if possible.
3. ACKNOWLEDGMENT OF ▇▇▇▇▇▇▇' EXERCISE OF 2001 CALENDAR YEAR OPTION.
SPF herein expressly acknowledges that ▇▇▇▇▇▇▇ has submitted written notice to
the offices of SPF exercising her option for the sale of 67,732.7 shares of SPF
common stock for calendar year 2001. ▇▇▇▇▇▇▇ reserves all rights to enforce her
right to be paid in full for the exercise of the option to sell the subject
shares of spf common stock for calendar year 2001 and all future years.
4. AUTHORIZATION. SPF represents and warrants that the individual
signing and executing this Agreement has the right and authority to sign this
Agreement, and such individual has the full authority to enter into this
Agreement and no further action, board resolutions, or other authorizations or
shareholder authorizations or resolutions are necessary in order for this
Agreement to be fully enforceable and binding upon SPF.
5. AMENDMENT/BINDING EFFECT. This Agreement shall be binding upon
the parties hereto, their respective subsidiaries, executors, personal
representatives, employees, officers, agents, heirs, successors and assigns.
This Agreement may not be amended, modified, waived or changed, except by a
writing signed by all parties hereto.
6. APPLICABLE LAW AND SAVINGS CLAUSE. This Agreement shall be
construed under and enforced in accordance with the laws of the State of North
Dakota. If any part or portion of this Agreement is found to be invalid, all
remaining terms and provisions shall remain binding and enforceable upon the
3
respective parties hereto, unless to do so would destroy an essential part of
this Agreement.
7. INTEGRATION CLAUSE. This Agreement, together with all agreements
incorporated herein, shall constitute the entire agreement between the parties
hereto. It is the intention of the parties that the Employment and Stock Option
Agreement dated June 25, 1996 shall remain in full force and effect, except to
the extent modified by this Agreement and by the Settlement Agreement executed
by the parties in February/March 2000. All terms and conditions of the
Employment and Stock Option Agreement are incorporated herein by reference. The
parties agree that any subsequent agreement must be in writing and signed by all
parties in order to enforceable.
8. TIME OF ESSENCE. The parties hereto agree that time is of the
essence of each and every provision of this Agreement.
9. READING OF AGREEMENT. In entering into this Agreement all parties
agree that they have completely read all terms of this Agreement, and the terms
are fully understood and voluntarily accepted, and that both parties have had
the full benefit of representation by counsel of their choice.
10. FUTURE COOPERATION. All parties to fully cooperate, to execute
any and all supplementary documents or agreements and to take any and all
necessary or additional actions that may be required or appropriate to give full
force and effect of the terms and intent of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year set forth below.
DATE: 2/13/01 /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------- -----------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
STATE OF GEORGIA )
) ss.
COUNTY OF ▇▇▇▇▇▇ )
On this 13 day of February, 2001, before me personally appeared,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the person that is described in and that executed the within
and foregoing instrument and acknowledged to me that she executed the same.
/s/ [ILLEGIBLE]
-----------------------
, Notary Public
For the State of Georgia
My commission expires:
Notary Public, ▇▇▇▇ County, GA
My Commission Expires
December 26, 2004
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DATE : 3/9/01 SPF ENERGY, INC.:
By: /s/ ▇▇▇▇▇ ▇▇▇▇
--------------------
▇▇▇▇▇ ▇▇▇▇
Its: Secretary/Treasurer
STATE OF NORTH DAKOTA )
) ss.
COUNTY OF ▇▇▇▇ )
On this 9th day of March, 2001, before me personally appeared ▇▇▇▇▇
▇▇▇▇, known to me to be the Secretary/Treasurer of SPF ENERGY, INC., the
corporation which is described in and who executed the within instrument and
acknowledged to me that such corporation executed the same.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------
, Notary Public
For the State of North Dakota
My commission expires: 3/19/2002
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EXHIBIT "A"
SPF Energy, Inc.
▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇) ▇▇▇▇▇▇▇
Schedule of Stock Redemption
Share
Redemption Balance
------------ -----------
7/1/1996 677,327.3
11/15/1996 (10,870.5) 666,456.8
11/18/1997 (9,780.0) 656,676.8
5/8/1998 (10,000.0) 646,676.8
7/6/1998 (5,000.0) 641,676.8
8/5/1998 (5,000.0) 636,676.8
9/14/1998 (5,000.0) 631.676.8
10/1/1998 (5,000.0) 626,676.8
11/2/1998 (5,000.0) 621,676.6
12/15/1998 (5.000.0) 616,676.8
10/19/1999 (1,100.0) 615,576.8
11/1/1999 (1,100.0) 614,476.8
12/1/1999 (1,100.0) 613,376.8
1/1/2000 (1,100.0) 612,276.8
3/1/2000 (3,458.0) 608,818.8
4/1/2000 (3,475 0) 605,343.8
5/1/2000 (3,492.0) 601,851.8
6/1/2000 (3,510.0) 598,341.8
7/1/2000 (3,527.0) 594,814.8
8/1/2000 (3,545.0) 591,269.8
8/1/2000 (54,348.0) 536,921.8
9/1/2000 (3,834.0) 533,087.8
10/1/2000 (3,854.0) 529,233.8
11/1/2000 (3,873.0) 525,360.8
12/1/2000 (4,149.0) 521,211.8
EXHIBIT "B"
AMORTIZATION SCHEDULE
--------------------------------------------------------------------------------
Date Payment Interest Principal Balance
--------------------------------------------------------------------------------
01-01-2001 $ 311,570.42
--------------------------------------------------------------------------------
1 01-01-2001 $ 18,000.00 $ 0.00 $ 18,000.00 293,570.42
--------------------------------------------------------------------------------
2 02-01-2001 18,000.00 1,467.85 16,532.15 277,038.27
--------------------------------------------------------------------------------
3 03-01-2001 18,000.00 1,385.19 16,614.81 260,423.46
--------------------------------------------------------------------------------
4 04-01-2001 18,000.00 1,302.12 16,697.88 234,725.58
--------------------------------------------------------------------------------
5 05-01-2001 18,000.00 1,218.63 16,781.37 226,944.21
--------------------------------------------------------------------------------
6 06-01-2001 18,000.00 1,134.72 16,865.28 210,078.93
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total $ 108,000.00 $ 6,508.51 $ 101,491.49
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