January 20, 1997
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ VIA: FAX (▇▇▇-▇▇▇-▇▇▇▇)
Ally Capital Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
RE: Prepayment of Equipment Lease
Dear ▇▇▇▇▇:
With respect to our letter agreement of December 18, 1996 ("Agreement") for
prepayment of the Equipment Lease, please sign where indicated below to
evidence Ally's agreement, on behalf of the Lessors, that it will not dispose
of Electrosource common stock in a fashion that will result in a credit of less
than $1.00 per share, and that if the stock price drops to $1.00 or less, the
Agreement shall automatically be rescinded and the stock returned to
Electrosource. Electrosource will, under such circumstances remain responsible
for all balances due under the Lease Agreement and the Letter Agreement of
December 18, 1996 that may remain at such time as whatever stock remains
unsold is returned. This is necessary because Electrosource's par value per
share of stock is $1.00 and the Company must receive at least that much in
value for the shares to be fully paid and non-assessable. The current market
price is approximately $5.12 per share.
If you have any questions, please call. Thank you for your cooperation and
early consideration of this letter.
Very truly yours,
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President Finance
and General Counsel
JMR:sdl
cc: ▇▇▇▇ ▇▇▇ ▇▇▇▇
AGREED TO on behalf of ALLY CAPITAL CORPORATION on this 21st day of
January, 1997.
By: /s/
Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Vice President
