Exhibit 10.4
May 4, 1997
Xxxxx River Corporation
of Virginia
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx
Attention: Xxxxxxxx Xxxxxxxx
Ladies and Gentlemen:
The undersigned understands 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 is a stockholder of the Company and
is entering into this letter agreement to induce you to enter
into the Merger Agreement and to consummate the transactions
contemplated thereby.
The undersigned confirms its agreement with you as
follows:
1. The undersigned represents, warrants and agrees
that Schedule I annexed hereto sets forth the number of shares
of Company Common Stock of which the undersigned is the record
or beneficial owner (the "Shares") and that, as of the date
hereof, the undersigned owns such Shares, free and clear of all
liens, charges, encumbrances, voting agreements and commitments
of every kind, except as disclosed in Schedule I.
2. The undersigned agrees that the undersigned will
not contract to sell, sell or otherwise transfer or dispose of
any of the Shares, or any interest therein, or securities con-
vertible thereunto or any voting rights with respect thereto,
other than: (a) pursuant to the MSLEF II Agreement of Limited
Partnership (b) pursuant to the Merger, (c) with your prior
written consent, (d) a transfer to a party who executes a
counterpart of this agreement to be bound by the terms and
provisions hereof or (e) Shares transferred to
2
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. The undersigned agrees that all of the shares of
Company Common Stock, including the Shares and any shares of
Company Common Stock hereafter acquired, 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 ap-
prove the Merger and the Agreement and the Agreement and other
transactions contemplated thereby will be voted by the under-
signed in favor thereof.
4. 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 rea-
sonably be expected to lead to a Competing Transaction (as de-
fined 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.
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.
3
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,
Mellon Bank, N.A., solely in its capacity
as Trustee for FIRST PLAZA GROUP TRUST,
(as directed by General Motors Investment
Management Corporation), and not in its
individual capacity
By /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Trust Officer
Confirmed as of the date
first above written:
/s/ Xxxxx X. Xxxxx
for Xxxxx River Corporation of Virginia
SCHEDULE I
Direct Interest Through Limited
Partnerships
5,477,586 3,389,473*
_____________________
* Subject to reduction to the extent transferred to the gen-
eral partners pursuant to the general partners' profit partici-
pation interests.
