Bruckmann, Xxxxxx, Xxxxxxxx & Co., Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
January 14, 1998
MEDIQ Incorporated
Xxx XXXXX Xxxxx
Xxxxxxxxxx, XX 00000-0000
Gentlemen:
Reference is made to the Agreement and Plan of Merger of even
date herewith (the "Merger Agreement") between Mediq Incorporated (the
"Company") and MQ Acquisition Corporation (the "Acquiror"). The Company
understands and acknowledges that the Acquiror has been formed solely for the
purpose of consummating the transactions contemplated by the Merger Agreement
and that it will not have substantial assets until immediately prior to the
Effective Time.
Accordingly, Bruckmann, Xxxxxx, Xxxxxxxx & Co., Inc. ("BRS")
agrees that in the event (i) the Company shall not have breached its obligations
under the Merger Agreement, and (ii) the Effective Time does not occur solely as
a result of Acquiror's breach of the Merger Agreement, and such breach shall
have been finally judicially determined to be willful and intentional, BRS shall
pay to the Company an amount equal to $27,600,000. Such payment shall be
liquidated damages in respect of any such breach.
The Company agrees that BRS and its affiliates and associates
(and their respective employees, officers, directors and shareholders) shall
have no further liability or obligation to the Company with respect to the
Merger Agreement and the transactions contemplated thereby. The Company agrees
that the liquidated damages payment shall be the exclusive remedy of the Company
against BRS, and its affiliates and associates (and their respective employees,
officers, directors and shareholders) with respect to the matters contemplated
by this letter agreement and the Merger Agreement; provided that the foregoing
shall not be in derogation of the Company's rights under Section 9.4 of the
Merger Agreement.
BRUCKMANN, XXXXXX, XXXXXXXX &
CO., INC.
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------
Agreed and accepted:
MEDIQ INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
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