Exhibit 2.2
Letter Agreement
[XXX & XXXXXX LETTERHEAD APPEARS HERE]
June 11, 1998
Xxxxxx X. Xxxxxxx Xx. Xxxxx Xxxxxxxx, C.F.O.
CONCORD HONDA FirstAmerica Automotive, Inc.
0000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000 Xxx Xxxxxxxxx, XX 00000
Re: FirstAmerica Automotive, Inc.
Dear Xxxxxx and Xxxxx:
This will confirm that Xxxxxx has, today, advanced the sum of $4,000,000 as a
loan to FirstAmerica Automotive, Inc. which sum is to be used in connection with
the Xxxxxxx Honda acquisition.
FirstAmerica Automotive, Inc. agrees to pay to Xxxxxx a loan fee in the amount
of 3% of the loan. In addition thereto, FirstAmerica Automotive shall pay to
Xxxxxx, on a monthly basis, the interest charged to Xxxxxx by Bank of America
for his $4,000,000 loan from Bank of America.
Principal and accrued interest will be repaid, in full, by FirstAmerica
Automotive, Inc. on the first to occur of (1) a refinancing, and/or equity
offering, including either preferred or common shares in FirstAmerica
Automotive, Inc.; or (2) June 1, 1999.
If the following sets forth each of your understanding of the agreement, please
sign where indicated and return an executed copy to the undersigned.
Best regards,
/s/ W. Xxxxx Xxxxxxxxx
-----------------------------
W. Xxxxx Xxxxxxxxx
The foregoing agreement is acceptable.
FirstAmerica Automotive, Inc.
By: /s/ Xxxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------
Xxxxx Xxxxxxxx, C.F.O. Xxxxxx X. Xxxxxxx
