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December 21, 1999
GPU, Inc.
GPX Acquisition Corp.
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Re: Agreement and Plan of Merger, dated as of December 21, 1999 by and among
GPU, Inc., GPX Acquisition Corp. and MYR Group Inc. ("Merger Agreement")
Dear Sirs:
Reference is made to the above-captioned Merger Agreement executed
today by GPU, Inc. ("GPU"), GPX Acquisition Corp. ("Merger Subsidiary") and MYR
Group Inc. ("MYR"). Capitalized terms in this Letter Agreement shall have the
meaning given to them in the Merger Agreement unless otherwise defined herein.
Pursuant to the Merger Agreement, GPU has agreed to cause Merger
Subsidiary to commence an offer to purchase all of MYR's issued and outstanding
shares of Common Stock for $30.10 per share ("Offer Price"). In the event the
Minimum Condition and other conditions to the offer are satisfied, Merger
Subsidiary will accept and pay for all MYR Common Stock tendered pursuant to the
Offer. The Merger Agreement provides that, on or after March 23, 2000, Merger
Subsidiary will, subject to the terms and conditions of the Merger Agreement,
merge with and into MYR, with MYR as the surviving corporation. If Merger
Subsidiary is successful in acquiring at least
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GPU, Inc.
GPX Acquisition Corp.
December 21, 1999
Page 2
90% of MYR's Common Stock through the Offer, the Merger may be consummated under
applicable Delaware law without a meeting of MYR's shareholders.
Each of the undersigned (the "Executives") has previously advised GPU
and Merger Subsidiary and hereby confirms that, in order to avoid substantial
adverse income tax consequences if they were to sell 319,446 shares of MYR
Common Stock in the case of Xx. Xxxxxxx and 27,779 such shares in the case of
Xx. Xxxxxx (collectively, the "Withheld Shares") prior to March 23, 2000, they
would not tender any of their Withheld Shares in response to the Offer if the
Offer is consummated by its terms prior to March 23, 2000.
By this Letter Agreement, each of the Executives, severally and not
jointly, hereby undertakes and agrees that (a) if the Offer is consummated prior
to March 23, 2000, they will tender to Merger Subsidiary and not withdraw all of
their shares of MYR Common Stock, other than the Withheld Shares, pursuant to
the Offer and (b) if the Offer is consummated on or after March 23, 2000, they
will tender to Merger Subsidiary and not withdraw all of their shares of MYR
Common Stock, including the Withheld Shares, pursuant to the Offer. Each of the
Executives, severally and not jointly, further undertakes and agrees that if the
Offer is consummated prior to March 23, 2000, as promptly as possible following
March 22, 2000 and their receipt of a written request from Merger Subsidiary to
do so, they will, and each Executive hereby, severally and not jointly, agrees
to, sell to Merger Subsidiary all of their Withheld Shares for a price
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GPU, Inc.
GPX Acquisition Corp.
December 21, 1999
Page 3
equal to the Offer Price, it being agreed and understood that any such sale by
the Executives and purchase by Merger Subsidiary shall be subject to the
Executives' delivery of such instruments of transfer and other terms as are
contained in the Offer. Neither of the Executives shall transfer any of his
shares of MYR Common Stock except as set forth herein.
This Letter Agreement is intended to be a legally binding and
enforceable several obligation of each of the Executives, shall be governed and
construed in accordance with New York law (without giving effect to conflict of
law principles) and may be executed in several counterparts.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxx III
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Xxxxxxx X. Xxxxxxx III
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Acknowledged, agreed and accepted as of December 21, 1999.
GPU, Inc.
GPX Acquisition Corp.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Chairman
