EXHIBIT 2.1
E. Xxxxxxx Xxxxxx
0000 Xxxxxxxxxx Xxxx, Xxxxx 0
Xxxxxxxxxxxx, XX 00000
May 28, 1999
Grease Monkey Holding Corporation
000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Re: AGREEMENT AND PLAN OF MERGER (THE "AGREEMENT") BETWEEN GREASE MONKEY
HOLDING CORPORATION ("GMHC") AND QL 3000 INC. ("QL 3000")
Ladies and Gentlemen:
I understand that Section 5.10 of the Agreement requires QL 3000 to provide
to GMHC a bona fide commitment letter for at least $11,000,000 in debt
financing. Enclosed is a copy of a commitment letter from Mobil Oil Company
evidencing its agreement to continue its existing loans to GMHC following
completion of the merger.
I have completed all necessary due diligence inspections with respect to
such financings. Based on such inspections, I commit to provide or cause to be
provided the balance of all necessary debt and equity financings to complete the
merger described in the Agreement. While my commitment is unconditional, QL
3000 does not waive any conditions to its obligations under the Agreement.
Additionally, I understand that you are a publicly-traded company with
certain obligations under the SEC's proxy rules. Therefore, I will provide you
with any information necessary for you to comply with such rules. Separately, I
have delivered to you my current financial statement.
Very truly yours,
/s/ E. Xxxxxxx Xxxxxx
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E. Xxxxxxx Xxxxxx
