1
Exhibit (d)(4)
October 23, 2000
Special Committee
of Board of Directors
Xxx X. Xxxxxx, Inc.
Attention: Xxxxxx X. Xxxxxxx, Chairman
Dear Committee Members:
We refer to the Stock Pooling Agreement ("Agreement") made as of the Effective
Date by and among Xxx X. Xxxxxx, Inc. and the Pool Members, and to the Pool
Majority Notice dated the date hereof and attached hereto in the form signed by
each of the undersigned Pool Members ("Undersigned"). Terms defined in the
Agreement or in the Pool Majority Notice shall, when used herein and
capitalized, have the same meaning herein as defined therein.
Each of the Undersigned, intending to be legally bound hereby, agrees with the
Company, acting through the Special Committee, as follows:
(a) If requested to do so by the Special Committee (acting through
its Chairman), each of the Undersigned will complete a ballot in
a manner which is consistent with the voting instructions set
forth in the Pool Majority Notice ("Voting Instructions") and
promptly thereafter execute and return it to the Secretary of the
Company.
(b) Each of the undersigned will refrain from taking any action which
is inconsistent in any respect with the Voting Instructions,
including but not limited to any action to terminate the
Agreement or the procedures for voting of Pooled Shares of Common
Stock of the Company provided for therein. In addition, each of
the Undersigned agrees that prior to March 15, 2001, he or she
will not sell, assign, transfer or otherwise dispose of any of
the Pooled Shares to anyone other than another of the Undersigned
or otherwise than in connection with consummation of the Business
Combination Proposal.
This letter has been executed in counterparts, all of which when taken together
shall constitute one instrument. To the extent that any of the Undersigned hold
Pooled Shares in more than one capacity (e.g., individually, as trustee, as a
partner in a partnership or as custodian), execution of this letter by such
person shall be deemed to be execution in all capacities in which such person
holds Pooled Shares.
2
Please indicate your acceptance of and agreement with the foregoing by signing
and returning a copy to Xxxxxxxxx Xxxxxx.
/s/ Xxxxx X. Xxxxxxx, Xx.
--------------------------------------
/s/ Xxxxxxxxx X. Xxxxxx
--------------------------------------
/s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------------
/s/ X. Xxxxxxxxx Xxxxxxxx
--------------------------------------
/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
/s/ Xxxxx Xxxxxxxx
--------------------------------------
/s/ Xxxxxxx Xxxxxx
--------------------------------------
/s/ Xxxxxxxx X. Xxxxxxx
--------------------------------------
--------------------------------------
Accepted and Agreed:
Special Committee
of Board of Directors
Xxx X. Xxxxxx, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx, Chairman
3
March 9, 2001
Special Committee
of Board of Directors
Xxx X. Xxxxxx, Inc.
Attention: Xxxxxx X. Xxxxxxx, Chairman
Dear Committee Members:
Reference is made to the letter dated October 23, 2000 (the "Letter") from each
of the undersigned Pool Members to the Special Committee. Terms defined in the
Letter are used herein with the same meanings, unless otherwise specified.
Each of the undersigned, intending to be legally bound hereby, agrees with the
Company, acting through the Special Committee, that the second sentence of
subparagraph (b) of the Letter is amended so that the words "March 15, 2001" are
replaced by the words "June 30, 2001".
This letter has been executed in counterparts, all of which taken together shall
constitute one instrument. To the extent that any of the undersigned hold Pooled
Shares in more than one capacity (e.g., individually, as trustee, as a partner
in a partnership or as custodian), execution of this letter by such person shall
be deemed to be execution in all capacities in which such person holds Xxxxxx
Xxxxxx.
[Signature page follows.]
4
Please indicate your acceptance of and agreement with the foregoing by signing
and returning a copy to Xxxxxxxxx Xxxxxx.
/s/ Xxxxx X. Xxxxxxx, Xx.
--------------------------------------
/s/ Xxxxxxxxx X. Xxxxxx
--------------------------------------
/s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------------
/s/ X. Xxxxxxxxx Xxxxxxxx
--------------------------------------
/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
/s/ Xxxxx Xxxxxxxx
--------------------------------------
/s/ Xxxxxxx Xxxxxx
--------------------------------------
/s/ Xxxxxxxx X. Xxxxxxx
--------------------------------------
--------------------------------------
Accepted and Agreed:
Special Committee
of Board of Directors
Xxx X. Xxxxxx, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
____________________________
Xxxxxx X. Xxxxxxx, Chairman
