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EXHIBIT B
March 18, 1997
XXXXXXX XXXXX & CO.
Xxxxxxx, Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated,
as U.S. Representative of the several
U.S. Underwriters named in the
within-mentioned U.S. Purchase Agreement
XXXXXXX XXXXX INTERNATIONAL
as Lead International Representative of the several
International Managers
named in the within-mentioned
International Purchase Agreement
c/x Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
RE: Proposed Public Offering by Cresud S.A.C.I.F. y A.
Dear Sirs:
The undersigned, a stockholder of Cresud S.A.C.I.F. y A., an Argentine
corporation (the "Company"), understands that Xxxxxxx Xxxxx & Co. and Xxxxxxx
Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") propose to enter
into a U.S. Purchase Agreement (the "U.S. Purchase Agreement") with the Company
and Xxxxxxx Xxxxx International proposes to enter into an International Purchase
Agreement (the "International Purchase Agreement") with the Company providing
for the public offering of American Depository Shares (the "ADSs") each
representing ten shares of Common Stock of the Company (the "Shares").
Capitalized terms used but not defined herein shall have the meaning assigned to
them in the U.S. Purchase Agreement. 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 valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and in order to induce the U.S. Managers and the
International Managers to enter into the U.S. Purchase Agreement and the
International Purchase Agreement, the undersigned agrees with each underwriter
to be named in the U.S. Purchase Agreement and the International Purchase
Agreement that, during a period of 90 days from the date hereof, as disclosed in
the preliminary prospectus, the undersigned will not, without the prior written
consent of the Global Coordinator, which consent shall not be unreasonably
withheld, (i) directly or indirectly, offer, 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 or otherwise transfer or dispose of,
directly or indirectly, any ADSs or Shares represented thereby, or any security
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that constitutes the right to receive ADSs or Shares represented thereby, or any
securities convertible into or exercisable or exchangeable for ADSs or Shares
represented thereby, owned as of the date of this letter by the undersigned or
with respect to which the undersigned has acquired the power of disposition, or
has agreed to acquire in the manner described in the preliminary prospectus, 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 the ownership of the ADSs or Shares
represented thereby, whether any such swap or transaction described in clause
(i) or (ii) above is to be settled by delivery of the ADSs or Shares represented
thereby, or such other securities, in cash or otherwise.
Very truly yours,
EMERGING DOLPHIN LTD.
/s/ Xxxxxxx X. Xxxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
