January 26, 1999 via mail and fax 972-387-1874 Mr. Craig R. Lentzsch President and Chief Executive Officer Greyhound Lines, Inc. 15110 N. Dallas Parkway Dallas, Texas 75248 Dear Mr. Lentzsch: We refer to the Amended and Restated Agreement and Plan of...

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                                                                     EXHIBIT 2.2

[XXXXXXX INC. LETTERHEAD]


                                                  January 26, 1999
                                                  via mail and fax
                                                  000-000-0000


Xx. Xxxxx X. Xxxxxxxx
President and
Chief Executive Officer
Greyhound Lines, Inc.
00000 X. Xxxxxx Xxxxxxx
Xxxxxx, Xxxxx  00000

Dear Xx. Xxxxxxxx:

         We refer to the Amended and Restated Agreement and Plan of Merger by
and among Xxxxxxx Inc., Xxxxxxx Transit Acquisition Corp. and Greyhound Lines,
Inc. dated as of November 5, 1998. Xxxxxxx Inc. hereby gives notice that it will
not elect to satisfy any of the Merger Consideration with its common shares as
provided in Section 1.6(b) of the Merger Agreement and irrevocably waives its
entitlement to make such an election.

                                            Yours very truly,
                                            XXXXXXX INC.

                                            /s/ Xxxxx X. Xxxxxxx

                                            Xxxxx X. Xxxxxxx
                                            President and
                                            Chief Executive officer

JRB/jm

cc:  via fax 000-000-0000
     Xx. Xxxxxx X. Xxxxxxxx, Esq.
     Jones, Day, Xxxxxx & Xxxxx