EXHIBIT 99.2
, 1999
Xxxxxx Xxxxxxx & Co. Incorporated
BT Xxxx. Xxxxx Incorporated
Xxxxx Xxxxxx Inc.
Banc of America Securities LLC
Bear, Xxxxxxx & Co. Inc.
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Dear Sirs and Mesdames:
The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated ("XXXXXX
XXXXXXX") proposes to enter into an Underwriting Agreement (the "UNDERWRITING
AGREEMENT") with Xxxxxxx Xxxxxxxx Xxxxxxxx Co., and any successor thereto (the
"COMPANY"), providing for the public offering (the "PUBLIC OFFERING") by the
several Underwriters, including Xxxxxx Xxxxxxx (the "UNDERWRITERS"), of shares
(the "SHARES") of the Common Stock, $0.01 par value per share of the Company
(the "COMMON STOCK").
To include the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the undersigned
hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on
behalf of the Underwriters, he, she or it will not, during the period commencing
on the date hereof and ending 180 days after the date of the final prospectus
relating to the Public Offering (the "PROSPECTUS"), (1) 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 to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (2) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
Common Stock, whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of Common Stock or such other securities, in cash
or otherwise; provided, however, that if the last reported sale price of the
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Common Stock per share is at least twice the price per share of the Common Stock
sold in the Public Offering for 20 out of the 30 consecutive trading days ending
on the trading day immediately preceding the 90th day after the date of the
Prospectus, then the foregoing restrictions shall be earlier released with
respect to 33% of the shares of Common Stock held by the undersigned on the date
hereof on the later to occur of (a) the 90th day after the date of the
Prospectus if the Company makes its first post-offering public release of its
quarterly or annual earnings results during the period beginning on the eleventh
trading day after the date of the Prospectus and ending on the day prior to the
90th day after the date of the Prospectus, or (b) the second trading day after
the first public release of the Company's quarterly or annual results occurring
on or after the 90th day after the date of the Prospectus if the Company does
not make its first post-offering public release as set forth in the foregoing
clause (a). Notwithstanding the foregoing, (i) gifts and transfers by will or
intestacy or (ii) transfers to (A) the undersigned's members, partners,
affiliates or immediate family or (B) a trust, the beneficiaries of which are
the undersigned and/or members of the undersigned's immediate family, shall not
be prohibited by this agreement; provided that (x) the donee or transferee
agrees in writing to be bound by the foregoing in the same manner as it applies
to the undersigned (and a copy of such agreement is delivered to Xxxxxx Xxxxxxx)
and (y) if the donor or transferor is a reporting person subject to Section
16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), any gifts or
transfers made in accordance with this paragraph shall not require such person
to, and such person shall not voluntarily, file a report of such transaction on
Form 4 under the Exchange Act. "Immediate family" shall mean spouse, lineal
descendants, father, mother, brother, sister or first cousin of the transferor
and father, mother, brother or sister of the transferor's spouse. In addition,
the restrictions contained in clauses (1) and (2) above shall not apply to (a)
transactions entered into with the prior written consent of Xxxxxx Xxxxxxx & Co.
Incorporated on behalf of the Underwriters, or (b) transactions relating to
shares of Common Stock or other securities acquired in open market transactions
after the completion of the Public Offering. The undersigned further agrees
that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the
Underwriters, he, she or it will not, during the period commencing on the date
hereof and ending 180 days after the date of the Prospectus, make any demand for
or exercise any right with respect to, the registration of any shares of Common
Stock or any security convertible into or exercisable or exchangeable for Common
Stock.
Whether or not the Public Offering actually occurs depends on a number of
factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
Very truly yours,
Name:
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Address:
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