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EXHIBIT 3
April 28, 1998
FRIEDMAN, BILLINGS, XXXXXX & CO., INC.
EVEREN SECURITIES, INC.
c/o Friedman, Billings, Xxxxxx & Co., Inc.
0000 00xx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Dear Sirs:
The undersigned understands that you have entered into an Underwriting
Agreement (the "Underwriting Agreement") providing for the purchase by you (the
"Underwriters") of shares (the "Shares") of Common Stock, par value $.01 per
share (the "Common Stock"), of Xxxxxxxx Capital Corporation (the "Company") and
that you are reoffering the Shares to the public in an initial public offering
(the "Offering").
In consideration of your execution of the Underwriting Agreement and for
other good and valuable consideration, the undersigned hereby irrevocably agrees
that without your prior written consent (which consent may be withheld at your
sole discretion) the undersigned will not, directly or indirectly, (and, except
as may be disclosed in the Prospectus, will not announce or disclose any
intention to) for a period of two years from the date of the final Prospectus
relating to the offering, so long as ERE Yarmouth, Inc. (the "Manager")
continues to serve as the manager of the Company during such period, (i) offer,
pledge, sell, contract to sell, sell any option or contract to sell, grant any
option for the sale of, or otherwise dispose of or transfer (other than a
disposition or transfer pursuant to which the acquiror or transferee is subject
to the restrictions on disposition and transfer set forth in this agreement to
the same extent as such stockholder delivering a letter hereunder), directly or
indirectly, any shares of Common Stock (other than by participating as selling
stockholders in a registered offering of shares of Common Stock offered by the
Company with your consent) or any securities convertible into or exercisable or
exchangeable for shares of Common Stock or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of the shares of Common Stock,
whether any such swap or transaction described in clause (i) or (ii) above is to
be settled by delivery of shares of Common Stock or such other securities, in
cash or otherwise. Prior to the expiration of such period, the undersigned will
not announce or disclose any intention to do anything after the expiration of
such period which the undersigned is prohibited, as provided in the preceeding
sentence, from doing during such period. This agreement shall terminate on
such date, if any, during such two-year period, that the Manager ceases to act
as manager of the Company.
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FRIEDMAN, BILLINGS, XXXXXX & CO., INC.
EVEREN SECURITIES, INC.
April 28, 1998
Page 2
The undersigned agrees that the provisions of this letter agreement shall
be binding also upon the successors, assigns, heirs and personal representatives
of the undersigned.
It is understood that, if the Underwriting Agreement (other than the
provisions thereof which survive termination) shall terminate or be terminated
prior to payment for and delivery of the Shares, you will release the
undersigned from the undersigned's obligations under this letter agreement.
Very truly yours,
ERE YARMOUTH HOLDINGS, INC.
By: /s/ Amber Degran
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Name: Amber Degran
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Title: Vice President, Treasurer and Director
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