April 13, 1999
X.X. XXXXXXXX & CO.
As Representative of the
Several Underwriters
c/o X.X. Xxxxxxxx & Co.
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
Underwriting Agreement (the "Underwriting Agreement"), among Trex Company, Inc.,
a Delaware corporation (the "Company"), you, as the representative of the
several underwriters named therein (the "Underwriter") and the Selling
Stockholders named therein, relating to an underwritten public offering of
Common Stock, $.01 par value (the "Common Stock"), of the Company (the "Public
Offering").
In consideration of the Underwriter's agreement to purchase and
undertake the Public Offering of the Company's Common Stock and for other good
and valuable consideration, receipt of which is hereby acknowledged, the
undersigned hereby agrees not to, without your prior written consent, directly
or indirectly, offer, sell, contract to sell, issue or grant an option or other
right for the purchase or sale of, assign, transfer, make a distribution of,
pledge, hypothecate or otherwise encumber or dispose of (pursuant to Rule 144
under the Securities Act of 1933, as amended, or otherwise), any shares of
Common Stock (including, without limitation, shares of Common Stock which may be
deemed to be beneficially owned by the undersigned in accordance with the rules
and regulations of the Securities and Exchange Commission), or any securities or
other instruments or rights convertible into or exercisable or exchangeable for,
or evidencing any right to purchase or subscribe for, any shares of Common Stock
or enter into any agreement to do any of the foregoing, for a period of 180 days
after the date of the Underwriting Agreement (the "Period"). The foregoing
restrictions will not apply to transfers of Common Stock by the undersigned (i)
to trusts for the benefit of the undersigned or the spouse or lineal descendents
of the undersigned, (ii) by gift to the spouse or lineal descendents of the
undersigned, (iii) by will, or (iv) by intestate succession, so long as any such
transferee (or trustee or legal guardian on behalf of the transferee) executes
an agreement substantially in the form of this letter. In addition, the
undersigned agrees for the Period not to engage in any hedging or other
transaction which is designed to or reasonably expected to lead to or result in
a sale or disposition of such securities during the applicable period, even if
such securities would be disposed of by someone other than the undersigned,
including, without limitation, any short sale (whether or not against the box)
or any purchase, sale or grant of any right (including, without limitation, any
put or call option) with respect to any such securities or with respect to any
security (other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from such securities.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into this letter agreement. All authority
herein conferred or agreed to be conferred shall survive the death or incapacity
of the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors, and assigns of the undersigned.
Very truly yours,
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxxxx
Address: 000 Xxxxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
