EXHIBIT 2.2
Lynne M. Geyser
Attorney at Law
P.O. Box 4715
San Clemente, Ca 92674-4715
Phone 949-498-8061
24 Hour Phone 1-500-488-Legal
Fax 949-498-7772
November 23, 1998 VIA FAX: (806) 747-0514
Patrick C. Simek, Esq.
1812 Broadway
Lubbock, TX 79401
Re: Millennia Purchase - Quaker Car Wash, Inc.
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Dear Patrick:
It is my understanding that you and Reed Fisher discussed an extension of
the escrow this morning. As you know, Millennia Car Wash, LLC ("Millennia")
has the absolute right to cancel the Purchase and Sale escrow and receive a
return of the Millennia monies held therein. As you also know, Millennia
prefers not to cancel the escrow. Therefore, Millennia hereby notifies you
that Millennia will refrain from exercising its right to cancel and demand
return of its monies today, specifically conditioned on your agreement to
(i) extend the date in BPI Item 21 - Days From Opening (Earliest Date On
Which Buyer's Deposit Becomes Non-Refundable) to December 29, 1998 and (ii)
extend the date in BPI Item 24 - Date for Close of Escrow - to not later
than March 2, 1999.
In order to accept this offer to refrain from canceling escrow immediately,
Seller must indicate its acceptance by signing below. Further, a copy of
this signed letter must be returned by FAX to me at 949-498-7772 and to
Millennia at 760-635-0578 today, and the original sent via FedEx or other
expedited service for delivery tomorrow, if possible, otherwise the
following day. The FedEx should be sent to the Millennia offices at 511
Encinitas Blvd., Suite 100, Encinitas, CA 92024, Attention: Carrie Tonini.
In the absence of Seller's agreement and receipt of evidence thereof, this
letter shall serve as notification that the escrow is canceled. I will be
out of my office tomorrow, making time extremely short. If any signature
lines have been overlooked, please add a signature sheet as necessary.
Except as stated above, Millennia is not waiving, relinquishing, or
modifying any rights or privileges whatsoever.
As Reed has already told you, if you desire more information concerning the
proposed extension, Stephen Prior is at the Millennia offices (phone
760-635-0492) today and should be able to assist you.
Patrick Simek, Esq.
November 23, 1998
Page 2
All of us at Millennia have enjoyed working with you and we are very pleased
that your preference as well as ours, is that the escrow be amended as
stated above. Thank you for your consideration in this matter.
Very truly yours,
/s/ Lynne M. Geyser
Lynne M. Geyser
Senior General Counsel
Millennia Car Wash, LLC
APPROVED AND ACCEPTED:
Quaker Car Wash, Inc.
a Texas corporation "Seller"
By: /s/ Patrick C. Simek
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Patrick C. Simek
President
Millennia Car Wash, LLC
a Delaware limited liability company "Buyer"
by: /s/ Russell B. Geyser
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Russell B. Geyser
Chairman and CEO