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 Corporation 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
subsidiary 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 convertible thereinto or any voting rights with
respect thereto, other than: (a) in a pro rata distribution or transfer to the
partners 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 undersigned
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 encourage 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
Competing 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 transfer of Shares by the signatory thereto to
certain signatories hereto in satisfaction of such signatories' profit
participation interests in certain limited parterships.
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 action 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/ Xxxxxx X. Xxxxxxx
________________________________________
Xxxxxx Xxxxxxx Group Inc.
By /s/ Xxxxxx X. Xxxxxxx
________________________________________
Fort Xxxxxx Equity Investors, L.P.
By: Xxxxxx Xxxxxxx Equity Investors, Inc.,
its General Partner
By /s/ Xxxxxx X. Xxxxxxx
________________________________________
Fort Xxxxxx Equity Investors II, L.P.
By: Xxxxxx Xxxxxxx Equity Investors, Inc.,
its General Partner
By /s/ Xxxxxx X. Xxxxxxx
________________________________________
Xxxxxx Xxxxxxx Leveraged Equity Holdings, Inc.
By /s/ Xxxxxx X. Xxxxxxx
________________________________________
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Xxxxxx Xxxxxxx Equity Investors, Inc.
By /s/ Xxxxxx X. Xxxxxxx
________________________________________
Xxxxxx Xxxxxxx Leveraged Equity Fund II, Inc.
By /s/ Xxxxxx 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 participation interests in certain
limited partnerships.
** Assumes no distribution pursuant to paragraph 2(a) of this letter.
