Form of Lock-Up
May ___, 1997
Xxxxxxx, Xxxxx & Co.
Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx
Incorporated
Xxxxxx Xxxxxxx & Co.
Incorporated
As U.S. Representatives
of the several U.S.
Underwriters to be
named in the
within-mentioned U.S.
Underwriting Agreement
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxx International
Xxxxxxx Xxxxx International
Xxxxxx Xxxxxxx & Co. International Limited
as Lead Managers for
the several Managers to
be named in the
within-mentioned
International
Underwriting Agreement
c/o Goldman Xxxxx International
Peterborough Court
000 Xxxxx Xxxxxx
Xxxxxx XX0X 0XX, Xxxxxxx
Ladies and Gentlemen:
Each of the undersigned understands that Xxxx Xxxxx
Xxxxxx Corporation (the "Company") has filed a registration
statement on Form S-1 (Reg. No. 333-24733) (the "Registration
Statement") with the Securities and Exchange Commission covering
the sale (the "Offering") of up to 33,925,000 shares of the
Company's Class A Common Stock, par value $0.01 per share (the
"Class A Common Stock"), to the underwriters named in Schedule I
to the U.S. Underwriting Agreement (the "U.S. Underwriters")
among Xxxxxxx, Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx
Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated, as
representatives of the U.S. Underwriters, the Company and certain
selling stockholders (the "Selling Stockholders") and to the
underwriters named in Schedule I to the International
Underwriting Agreement (the "International Underwriters" and
together with the U.S. Underwriters, the "Underwriters") among
Xxxxxxx Xxxxx International, Xxxxxxx Xxxxx International and
Xxxxxx Xxxxxxx & Co. International Limited, as representatives of
the International Underwriters, the Company and the Selling
Stockholders. Upon consummation of the Reorganization (as
defined in the Registration Statement), each of the undersigned
will own shares of Common Stock, par value $.01 per share, of the
Company.
To induce the Underwriters to participate in the
Offering, each of the undersigned represents and agrees that
during the period beginning from the date hereof and continuing
to and including the date 180 days after the date of the
Company's final prospectus, except pursuant to the Offering it
will not offer, sell, contract to sell or otherwise dispose of
any shares of Class A Common Stock or any securities of the
Company that are substantially similar to the Class A Common
Stock, including but not limited to any securities that are
convertible into or exchangeable for, or that represent the right
to receive, Class A Common Stock or any such substantially
similar securities, without the prior written consent of Xxxxxxx,
Xxxxx & Co.