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January 14, 1998
MQ Acquisition Corporation
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Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of January 14, 1998, between MEDIQ Incorporated
(the "Company") and MQ Acquisition Corporation ("Acquiror" or "you"), providing
for the merger of Acquiror with and into the Company (as provided for in the
Merger Agreement) (the "Merger").
We are pleased to advise you that ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇.▇. ("BRS LP") and related investors are committed to invest up to $98,600,000
in securities of the Acquiror which will be converted in the Merger into a
combination of equity securities of the Company, as may be requested by
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co., Inc. ("BRS"), which investment is being made
to permit Acquiror to consummate the Merger and the other transactions
contemplated by the Merger Agreement, all as provided in the Merger Agreement.
Our investment is conditioned on the fulfillment to BRS's satisfaction of all
the conditions to Acquiror's obligations under the Merger Agreement.
BRS PARTNERS L.P.
By: BRSE ASSOCIATES, INC.,
its General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Managing Director
Accepted and agreed this
14th day of January, 1998
MQ Acquisition Corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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President
