EXHIBIT 4
June 13, 1996
XXXXX XXXXXX INC.
XXXXXXXXXX SECURITIES
as Representatives of the several
Underwriters to be named in the
within-mentioned Underwriting Agreement
c/o Xxxxx Xxxxxx Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Proposed Public Offering by American Residential Services, Inc.
Dear Sirs:
The undersigned, a prospective stockholder of American Residential
Services, Inc., a Delaware corporation (the "Company"), understands that Xxxxx
Xxxxxx Inc. and Xxxxxxxxxx Securities propose to enter into an Underwriting
Agreement (the "Underwriting Agreement") with the Company providing for the
public offering of shares (the "Securities") of the Company's common stock, par
value $.001 per share ("Common Stock"). In recognition of the benefit that such
an offering will confer upon the undersigned as a stockholder of the Company,
and for other good and value consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned agrees with each underwriter to be
named in the Underwriting Agreement that except as provided in any merger
agreement described in the prospectus used in connection with the offer of the
Securities, during a period of 180 days from the date of the Underwriting
Agreement, the undersigned will not, without the prior written consent of Xxxxx
Xxxxxx Inc., 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 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 Common Stock, whether any such swap or transaction
described in clause (i) or (ii) above is to be settled by delivery of Common
Stock or other securities, in cash or otherwise.
Very truly yours,
STOCKHOLDERS:
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx as Trustee
under Xxxxxx X. Xxxxxxx
Retained Annuity Trust
OTHER STOCKHOLDERS:
*
Xxxxxxx Xxxxx
*
Xxxx Xxxxxx
*
Xxxxxx Xxxxxx
*
Xxxx Xxx
*
Xxxxx Xxxxx
*
Xxxx Xxxx
*
Xxxxx Xxxxxxx
*
Xxxxxx Xxxxxxx
*
Xxx Xxxxxxx Xxxxxxx
*
Xxxxxxx Xxxx
*
Xxxx Xxxxxxx
*
Xxxxxx Xxxxxxxx
*
Xxxxx Xxxxxxxx
*
Xxxxx Xxxxx
*
Xxxxxxx Xxx Xxxxxxx
*
Xxxxxx Xxxxxxxx
*
Xxxxxxx Xxxxxxxxxx
*
Xx Xxxxx
*
Xxx Xxxxxxxxxx
*By:
Xxxxxx X. Xxxxxxx
Attorney-in-Fact
