Exhibit 4.3
Associates Fundings Group, Inc.
00000 X. Xxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
(000) 000-0000
Fax (000) 000-0000
December 27, 1999
Board of Directors
ESPO'S Inc.
00000 X. Xxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Gentlemen:
The purpose of this letter is to evidence our Agreement with respect to
issuance of a series of preferred stock by XXXX's Inc. to replace the Series
A Preferred Stock issued by Performance Interconnect Corp. ("PI Series A").
Our Agreement is as follows:
1. ESPO's Inc. will amend its Corporate Charter to permit issuance
of preferred stock.
2. Immediately upon amendment of the charter, XXXX's Inc. will
approve of the following issue of preferred stock ("ESPO's
Preferred")
a. Par value shall be $10 per share
b. Redemption value shall be $1000 per share
c. Cumulative dividends, payable monthly, of 8 % per year of
the redemption value in the first year, 10% per year in the
second year, 12% per year in the third year, and 14% per
year in the fourth year, and 16% per year thereafter.
d. Collateral shall be given on all assets of ESPO's Inc.
3. The holders of PI Series A, consisting of 2,452 shares plus
rights to accrued dividends, shall exchange all their PI Series A
rights for 3,000 shares of ESPO's Preferred. The shares shall be
issued as follows:
CMLP Group Ltd. 1,770 shares
Winterstone Management Inc. 1,230 shares
-----
3,000 Shares
Board of Directors
ESPO's Inc.
December 27, 1999
Page 2
4. The holders of the ESPO's Preferred Shares shall have the right
to be issued warrants that, if exercised, would prevent dilution
in the common stock ownership percentage of the ESPO's Preferred
shareholders and their affiliates. The warrants would be issued
on terms matching those of any issuance of stock or warrants and
would extend five years beyond the redemption date of the ESPO's
Preferred.
5. This Agreement shall be effective December 31, 1999 and shall be
given effect as of that date without regard to the actual date of
the Amendment to the Charter of ESPO's Inc.
Sincerely,
/s/
X. Xxxxxx Xxxxx, President
AGREED AND ACCEPTED:
ESPO's Inc. BC&Q Corp.
/s/ /s/
-------------------------- --------------------------
X. Xxxxxx Xxxxx, President X. Xxxxxx Xxxxx, President
Winterstone Management Inc. Touchstone Enterprises Inc.
/s/ /s/
-------------------------- --------------------------
X. Xxxxxx Xxxxx, President X. Xxxxxx Xxxxx, President
CMLP Group Ltd.
/s/
--------------------------
X. Xxxxxx Xxxxx, President,
General Partner
Associates Funding Group Inc.
