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EXHIBIT 4.3
February __, 1999
BT ▇▇▇▇. ▇▇▇▇▇ Incorporated
▇▇▇▇▇▇ Brothers
PaineWebber Incorporated
C/o BT ▇▇▇▇. ▇▇▇▇▇ Incorporated
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
The undersigned understands that BT ▇▇▇▇. ▇▇▇▇▇ Incorporated ("BT ▇▇▇▇.
▇▇▇▇▇"), ▇▇▇▇▇▇ Brothers, and PaineWebber Incorporated as representatives (the
"Representatives") of the several underwriters (the "Underwriters"), propose to
enter into an Underwriting Agreement (the "Underwriting Agreement") with
▇▇▇▇▇▇▇▇▇.▇▇▇ inc. (the "Company") and the Selling Stockholders named therein
providing for the public offering by the Underwriters, including the
Representatives, of common stock (the "Common Stock") of the Company ("the
"Public Offering").
In order to induce the Underwriters to enter into the Underwriting
Agreement, the undersigned covenants and agrees, except as otherwise provided in
the Underwriting Agreement, with the several Underwriters that the undersigned
will not make any offering, sale, short sale or other disposition of any shares
of Common Stock of the Company or other capital stock of the Company or other
securities convertible, exchangeable or exercisable for Common Stock or
derivative of Common Stock owned by the undersigned (collectively the "Shares")
or request the registration for the offer or sale of any of the Shares (or as to
which the entity has the right to direct the disposition of) for a period of 180
days after the effective date of the Public offering (the "Lock-Up Period"),
directly or indirectly, by the undersigned otherwise than (i) with prior written
consent of BT ▇▇▇▇. ▇▇▇▇▇ or (ii) in a disposition of shares of Common Stock by
transfer to any affiliate of the undersigned, including any trust, or to any
other transferee in a private transaction not requiring registration under the
Securities Act of 1933, as amended, or by any bona fide pledge of such shares of
Common Stock, provided that such affiliate, trustee or other transferee and/or
lender or creditor acknowledges in writing that it is bound by the provisions of
this Lock-up Letter.
Without limiting the restrictions herein, any disposition by the
undersigned shall remain at all times subject to applicable securities laws.
The undersigned agrees that the Company may (i) respect to any Shares for
which the undersigned is the record holder, instruct the transfer agent for the
Company to note stop transfer instructions with respect to such Shares on the
transfer books and records of the Company and (ii) with respect to any Shares
for which the undersigned is the beneficial holder but not the record holder,
cause the record holder of such Shares to instruct the transfer agent for the
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Company to note stop transfer instructions with respect to such Shares on the
transfer books and records of the Company.
The undersigned understands that the Company, the Underwriters and the
Representatives will proceed with the Public Offering in reliance on this
Lock-up Letter.
If for any reason the Underwriting Agreement is not entered into on or
before June 30, 1999 or if entered into by such date and is thereafter
terminated prior to the Closing Date (as defined in the Underwriting
Agreement), the agreement set forth above shall likewise be terminated without
further action on the part of any party.
Very truly yours,
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Signature
By:
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(Name and Title of Signatory, if
Stockholder is an entity)
Accepted as of the Date Hereof:
BT ALEX. BROWN INCORPORATED
▇▇▇▇▇▇ BROTHERS
PAINEWEBBER INCORPORATED
On behalf of each of the underwriters
By: BT ▇▇▇▇. ▇▇▇▇▇ Incorporated
By:
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Name:
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Title:
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