Exhibit 10.3
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 ex-
changed 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 confirm 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 and over which the AT&T Investment Manage-
ment Organization exercises investment discretion on the date
hereof (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 coun-
terpart of this agreement to be bound by the terms and provi-
sions hereof, (e) Shares transferred to the Company in connec-
tion with the exercise of stock options to the extent that as
of the date
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hereof the related option agreement permits Shares to be so
used in connection with the exercise of stock options or (f) a
transfer to a successor trust or the trust for a successor plan
(the "New Trust") in connection with or following the reorgani-
zation of the pension plans or trust of AT&T Corp. and Lucent
Technologies Inc., such New Trust to be bound by the terms of
this letter.
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 over which the AT&T
Investment Management Organization exercises investment discre-
tion, 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 the
Agreement and the Agreement and other transactions contemplated
thereby will be voted by the undersigned 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
defined in the Merger Agreement), or provide any such person
with information or assistance or negotiate with any such per-
son 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. It is understood and agreed that the undersigned's obli-
gations are limited solely to those contained in this letter,
and that the undersigned has no liability with respect to the
Merger Agreement or the transactions contemplated thereby other
than as specifically described herein.
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, (ii) the
day following the Closing Date (as defined in the Merger Agree-
ment) and (iii) March 31, 1998. Please confirm that the fore-
going 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,
Leeway & Co., as Nominee for the
Long-Term Investment Trust
Leeway & Co. by State Street
Bank and Trust Co., a Partner
By /s/ Xxxx X. Xxxx
State Street Bank & Trust
Company, Trustee
Name: Xxxx Xxxx
Title: Assistant Secretary
Confirmed as of the date
first above written:
/s/ Xxxxx X. Xxxxx
for Xxxxx River Corporation of Virginia
SCHEDULE I
2,738,789 shares directly owned on the date hereof over which
the AT&T Investment Management Organization exercises invest-
ment discretion.
2,194,432 shares owned indirectly through limited partnerships
over which, if distributed, the AT&T Investment Management
Organization will exercise investment discretion.*
_____________________
* To be removed from this Schedule I upon agreement by Par-
ent and Company that removal will not jeopardize pooling
accounting treatment.