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Exhibit 99.4
June 30, 1998
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Deutsche Bank Securities Inc.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
as U. S. Representatives of the several
U. S. Underwriters to be named in the
within-mentioned U.S. Purchase Agreement
Xxxxxxx Xxxxx International
Deutsche Bank AG London
Xxxxxxxxx, Xxxxxx & Xxxxxxxx International
as Lead Managers of the several
Managers to be named in the within-
mentioned International Purchase Agreement
c/x Xxxxxxx Lynch& Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
Re: PROPOSED PUBLIC OFFERING BY REPUBLIC SERVICES, INC.
Dear Sirs:
The undersigned, the sole stockholder of Republic Services, Inc., a
Delaware corporation (the "Company"), understands that Xxxxxxx Xxxxx & Co.,
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx"), Deutsche
Bank Securities Inc. and Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
propose to enter into a U.S. Purchase Agreement (the "U.S. Purchase Agreement")
with the Company and the undersigned, and Xxxxxxx Xxxxx International, Deutsche
Bank AG London and Xxxxxxxxx, Xxxxxx & Xxxxxxxx International propose to enter
into an International Purchase Agreement (the "International Purchase
Agreement") with the Company and the undersigned, providing for the public
offering of shares (the "Securities") of the Company's Class A common stock, par
value $0.01 per share (the "Common Stock"). In recognition of the benefit that
such an offering will confer upon the undersigned as the sole stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees with each
underwriter to be named in the U.S. Purchase Agreement and with each manager to
be named in the International Purchase Agreement that, during a period of 180
days from the date of the U.S. Purchase Agreement and the International Purchase
Agreement, the undersigned will not, without the prior written consent of
Xxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant for the sale of, or otherwise
dispose of or transfer any shares of the Company's Common Stock or any
securities convertible into or exchangeable or exercisable for Common Stock,
whether now owned or hereafter acquired by the undersigned or with respect to
which the undersigned has or hereafter acquires the power of disposition, or
file any registration statement under the Securities Act of 1933, as amended,
with respect to any of the foregoing 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 Common Stock, whether
any such swap or transaction is to be settled by delivery of Common Stock or
other securities, in cash or otherwise.
Very truly yours,
REPUBLIC INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Title: Vice Chairman
