Exhibit 10.2
May 4, 1997
Xxxxx River Corporation of Virginia
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx, XX
Ladies and Gentlemen:
The undersigned understand that Xxxxx River Corpora-
tion of Virginia ("Parent"), and Fort Xxxxxx Corporation (the
"Company") are entering into an Agreement and Plan of Merger,
dated as of May 4, 1997 (the "Merger Agreement"), providing
for, among other things, a merger between a wholly owned sub-
sidiary of Parent and the Company (the "Merger"), in which all
of the outstanding shares of common stock, par value $.01 per
share, of the Company (the "Company Common Stock") will be
exchanged for shares of common stock, par value $.10 per share,
of Parent.
The undersigned are stockholders of the Company and
are entering into this letter agreement to induce you to enter
into the Merger Agreement and to consummate the transactions
contemplated thereby.
The undersigned severally confirm their agreement
with you as follows:
1. Each of the undersigned represents, warrants and
agrees that Schedule I annexed hereto sets forth the number of
shares of Company Common Stock of which one or more of the
undersigned is the record or beneficial owner (the "Shares")
and that, as of the date hereof, the undersigned which owns or
own such Shares owns them, free and clear of all liens,
charges, encumbrances, voting agreements and commitments of
every kind, except as disclosed in Schedule I.
2. Each of the undersigned agrees that it will not
contract to sell, sell or otherwise transfer or dispose of any
of the Shares, or any interest therein, or securities convert-
ible thereinto or any voting rights with respect thereto, other
than: (a) in a pro rata distribution or transfer to the part-
ners of an undersigned which is a limited partnership pursuant
to or otherwise in accordance with its Agreement of Limited
Partnership, (b) pursuant to the Merger, (c) with your prior
written consent, (d) a transfer to a party who
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executes a counterpart of this agreement to be bound by the
terms and provisions hereof or (e) Shares transferred to the
Company in connection with the exercise of stock options to the
extent that as of the date hereof the related option agreement
permits Shares to be so used in connection with the exercise of
stock options.
3. Each of the undersigned agrees that all of the
Shares that are beneficially owned by the undersigned at the
record date for any meeting of stockholders of the Company
called to consider and vote to approve the Merger and other
transactions contemplated thereby will be voted by the under-
signed entitled to vote such Shares in favor thereof.
4. Each of the undersigned agrees to cooperate
fully with you in connection with the Merger Agreement and the
transactions contemplated thereby. Each of the undersigned
agrees that the undersigned will not initiate, solicit or en-
courage any discussions, inquiries or proposals with any third
party that constitute or may reasonably be expected to lead to
a Competing Transaction (as defined in the Merger Agreement),
or provide any such person with information or assistance or
negotiate with any such person with respect to a possible Com-
peting Transaction. It is understood that certain affiliates
of the undersigned may be officers, directors, affiliates or
representatives of the Company and this letter agreement shall
not be violated by the exercise by any such officer, director,
affiliate (which is not a signatory hereto) or representative
of its rights, obligations or duties, or limit or restrict in
any way the Company's rights, obligations or duties, or the
actions of such officers, directors, affiliates (which are not
signatories hereto) or representatives in the exercise thereof,
as set forth in or in connection with the Merger Agreement and
the transactions contemplated thereby.
5. Each of the undersigned confirms that clause (a)
of paragraph 2 in the letters attached hereto from Leeway & Co.
and First Plaza Group Trust is intended only to permit a trans-
fer of Shares by the signatory thereto to certain signatories
hereto in satisfaction of such signatories' profit participa-
tion interests in certain limited partnerships.
Each of the undersigned has all necessary power and
authority to enter into this letter agreement. This agreement
is the legal, valid and binding agreement of the undersigned,
and is enforceable against the undersigned in accordance with
its terms.
This letter agreement may be terminated at the option
of any party at any time after the earlier of: (i) termination
of the Merger Agreement in accordance with its terms and (ii)
the day following the Closing Date (as defined in the Merger
Agreement). Please confirm that the foregoing correctly states
the understanding between us by signing and returning to us a
counterpart hereof.
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Nothing herein shall be construed to require the
undersigned, or any company, trust or other entity controlled
by the undersigned, to take any action or fail to take any ac-
tion in violation of applicable law, rule or regulation.
Very truly yours,
The Xxxxxx Xxxxxxx Leveraged Equity
Fund II, L.P.
By: Xxxxxx Xxxxxxx Leveraged Equity
Fund II, Inc., its General Partner
By /s/ X. X. Xxxxxxx
Xxxxxx Xxxxxxx Group Inc.
By /s/ X. X. Xxxxxxx
Fort Xxxxxx Equity Investors, L.P.
By: Xxxxxx Xxxxxxx Equity Investors, Inc.,
its General Partner
By /s/ X. X. Xxxxxxx
Fort Xxxxxx Equity Investors II, L.P.
By: Xxxxxx Xxxxxxx Equity Investors, Inc.,
its General Partner
By /s/ X. X. Xxxxxxx
Xxxxxx Xxxxxxx Leveraged Equity Holdings,
Inc.
By /s/ X. X. Xxxxxxx
Xxxxxx Xxxxxxx Equity Investors, Inc.
By /s/ X. X. Xxxxxxx
Xxxxxx Xxxxxxx Leveraged Equity Fund II,
Inc.
By /s/ X. X. Xxxxxxx
Confirmed as of the date
first above written:
/s/ Xxxxx X. Xxxxx
for Xxxxx River Corporation of Virginia
SCHEDULE I
Xxxxxx Xxxxxxx Interests
Direct Interest Through Limited
Partnerships
2,264,999 2,874,808*
Limited Partnerships' Interests
17,038,606 (including the 2,874,808 shares attributable to
Xxxxxx Xxxxxxx Interests referred to above)**
_____________________
* Subject to increase to the extent shares are transferred to
certain of the undersigned pursuant to their profit partici-
pation interests in certain limited partnerships.
** Assumes no distribution pursuant to paragraph 2(a) of this
letter.