EXHIBIT 4
[LETTERHEAD]
December 9, 1996
Xx. Xxx Xxxxxxx
Combined Investments
000 Xxxxxx Xxxxxx
Xxxxx #000
Xxxxxx Xxxxx, XX 00000
Dear Xxx:
This letter shall confirm our understanding in connection with the Closing
of the transactions contemplated by the Tri-Party Agreement dated as of December
11, 1996 by and among Xxxxx & Xxxxx Company ("GBE"), Warburg, Xxxxxx Investors,
L.P. ("WPI") and yourself that WPI will cause GBE Directors nominated by WPI to
nominate you for election as a Director of GBE at the 1997 and 1998 annual
meetings of shareholders of GBE to serve until the following annual meeting of
shareholders. WPI further agrees to vote all of its shares of Common Stock of
GBE in favor of your election as a Director.
Very truly yours,
Xxxxxxx, Xxxxxx Investors, L.P.
by: Warburg, Xxxxxx & Co.
/s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
by: Xxxxxx X. Xxxxxxxxx
General Partner
