Exhibit 10.4
XxxXxxxXxxxx.xxx
0000 Xxxxxx Xxxxx Xxxxxx
Xxxxxx Xxxxxxxxx, XX 00000
Phone: (000) 000-0000 Fax (000) 000-0000
August 23, 2000
Capco Energy, Inc.
0000 X. Xxxxxxx Xxx., # 000, Xxxxxx, XX 00000
Re.: Letter Agreement to Acquire Sixty-five Percent (65%) Equity Position
in Meteor Stores, Inc., a New Mexico Corporation ("MSI").
Gentlemen:
Pursuant to several previous conversations and negotiations, XxxXxxxXxxxx.Xxx,
Inc. ("OSPC") (the "Buyer") hereby agrees to acquire an equity position in MSI
from Capco, Energy, Inc. ("CEI") (the "Seller"). This Letter Agreement is
contingent upon acceptance of the following terms and conditions by the Buyer
and Seller:
o Scope of Acquisition: Sixty-five percent (65%) of MSI common stock,
which is currently owned and held by CEI.
o Purchase Price: The Purchase Price for the stock shall be one million
seventy-five thousand US dollars ($1,075,000). The purchase Price
shall be paid as following: $215,000 in cash and stock of which fifty
thousand dollars shall be in form of cash upon signing of this Letter
Agreement by the Seller, Buyer and MSI. Also, the Buyer shall cause a
transfer or surrender of 132,000 shares of CEI common stock to CEI.
The balance of the Purchase Price in the amount of eight hundred sixty
thousand dollars ($860,000) shall be paid by December 31, 2000. During
the term of the Note, which will be secured by MSI stock,
interest-only payments shall be made on quarterly basis. The interest
rate shall be 9% annually on the unpaid principal balance. The
interest payments to CEI shall be current with in 30 days of Closing.
o Effective Date and Control: The effective date of this transaction
shall be January 1, 2000 and the Buyer shall be deemed in control of
the management of MSI as of that date. CEI's equity position in MSI
shall be for investment purposes only.
o Closing: The Closing shall be deemed to have taken place upon
execution of this agreement and the payment of the cash and stock
portion of the purchase price.
o Basis for Purchase Price Determination: The attached schedule
("Exhibit A") was used for determination of the Purchase Price.
o Financial Statements: Subject to adjustments noted elsewhere in this
Letter Agreement and other adjustments that are necessary in ordinary
course of business, MSI' s financial statements as of December 31,
1999 shall set out corporations assets, liabilities and equity. Such
financial statements shall be made part of this Letter Agreement and
attached as Exhibit B.
o CEI's Disclaimer and Assignments: It is understood that the Buyer is
conducting this transaction on "as is, where is" basis. CEI will not
be held responsible for any actions and / or claims arising out of
this transaction. MSI shall continue to be entitled to all the
adjustments that are due from Meteor Industries, Inc. ("MMI")
resulting from CEI' s acquisition of MSI from MMI. Further, in this
regard, CEI will make assignments in favor of MSI for all of the MSI's
rights as per acquisition contract(s) between CEI and MMI.
o Default Terms: In the event of a default by the Buyer, CEI shall have
the right to foreclose against the security unless the interest
payment is made and the default is fully cured within 60 days of the
default date.
o Officers and Directors: MSI's board shall consist of three directors.
The Seller, at its own discretion, shall have the right to appoint one
director to the MSI board. The Buyer shall appoint the other two
directors. If the Seller declines to exercise this right at any time,
the Buyer shall inherit that right there forward.
o Adjustments and Inter-Company Accounts: CEI shall re-assume the note
payable to MII regarding the Petrosantander transaction. All accounts
among the Seller and MSI containing pre and post Effective Date
transactions ("Inter-company Accounts") shall be reconciled. The
Seller shall reimburse MSI for all balances owed to clear
Inter-company Accounts with 30 days from the Closing date. Such period
may be extended by a mutual agreement.
o Post Closing Adjustments and Actions: Any and all post closing
adjustments shall be resolved within 120 days from the closing date
unless such 120 days period is waived and or extended by a mutual
agreement among the Seller and Buyer. CEI shall obtain a release on
all of MSI's common stock except for their 35% position in the MSI
common stock from any party / parties where MSI stock may have been
pledged as a collateral.
When fully Signed in the spaces provided below, this Letter Agreement
shall be binding upon the Buyer, Seller, and MSI.
Agreed to and accepted: Agreed to and accepted:
Capco Energy, Inc. XxxXxxxXxxxx.Xxx, Inc.
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxx Xxxxxxx
---------------------------- --------------------------
By: Xxxxx Xxxxxxxxx By: Xxxxx Xxxxxxx
Its President Its: President
Date: 9/27/00 Date: 9/27/00
Agreed to and accepted:
Meteor Stores, Inc.
/s/ Xxxxx Xxxxxxx
----------------------
By: Xxxxx Xxxxxxx
Its President
Date: 09/27/00
