EXHIBIT 19
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NALCO HOLDING COMPANY
LOCK-UP AGREEMENT
________, 2005
Xxxxxxx, Xxxxx & Co.,
Citigroup Global Markets Inc.,
UBS Securities LLC,
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Nalco Holding Company - Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands that Xxxxxxx, Xxxxx & Co., Citigroup
Global Markets Inc. and UBS Securities LLC, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") on behalf of the several Underwriters named in
Schedule I to such agreement (collectively, the "Underwriters"), with Nalco
LLC, a Delaware limited liability company (the "Selling Stockholder"), and
Nalco Holding Company, a Delaware corporation (the "Company"), providing
for a public offering of Common Stock, par value $0.01 per share, of the
Company (the "Shares") pursuant to the Company's Registration Statement on
Form S-1 (Reg. No. 333-126642) (the "Registration Statement") filed with
the Securities and Exchange Commission (the "SEC").
In consideration of the agreement by the Underwriters to offer and
sell the Shares, and of other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the undersigned agrees
that, during the period specified in the following paragraph (the "Lock-up
Period"), the undersigned will not offer, sell, contract to sell, pledge,
grant any option to purchase, make any short sale or otherwise dispose of
any shares of Common Stock of the Company, or any options or warrants to
purchase any shares of Common Stock of the Company, or any securities
convertible into, exchangeable for or that represent the right to receive
shares of Common Stock of the Company or units or other membership
interests in the Selling Stockholder, whether now owned or hereinafter
acquired, owned directly by the undersigned (including holding as a
custodian) or with respect to which the undersigned has beneficial
ownership within the rules and regulations of the SEC (collectively the
"Undersigned's Shares"). The foregoing restriction is expressly agreed to
preclude the undersigned from engaging in any hedging or other transaction
which is designed to or which reasonably could be expected to lead to or
result in a sale or disposition of the Undersigned's Shares even if such
Shares would be disposed of by someone other than the undersigned. Such
prohibited hedging or other transactions would include without limitation
any short sale or any purchase, sale or grant of any right (including
without limitation any put or call option) with respect to any of the
Undersigned's Shares or with respect to any security that includes, relates
to, or derives any significant part of its value from such Shares.
The initial Lock-up Period will commence on the date of this Lock-Up
Agreement and continue for 90 days after the public offering date set forth
on the final prospectus used to sell the Shares (the "Public Offering
Date") pursuant to the Underwriting Agreement; provided, however, that if
(1) during the last 17 days of the initial Lock-up Period the Company
releases earnings results or announces material news or a material event or
(2) prior to the expiration of the initial Lock-up Period the Company
announces that it will release earnings results during the 16-day period
beginning on the last day of the initial Lock-up Period, then in each case
the Lock-up Period will be automatically extended until the expiration of
the 18-day period beginning on the date of release of the earnings results
or the announcement of the material news or material event, as applicable,
unless Xxxxxxx, Xxxxx & Co. waives, in writing, such extension.
The undersigned hereby acknowledges and agrees that the Company has
agreed in the Underwriting Agreement to provide written notice of any event
that would result in an extension of the Lock-up Period pursuant to the
previous paragraph to the undersigned and that any such notice properly
delivered will be deemed to have given to, and received by, the
undersigned. The undersigned hereby further agrees that, prior to engaging
in any transaction or taking any other action that is subject to the terms
of this Lock-Up Agreement during the period from the date of this Lock-Up
Agreement to and including the 34th day following the expiration of the
initial Lock-up Period, it will give notice thereof to the Company and will
not consummate such transaction or take any such action during such period
unless it has received written confirmation from the Company that the
Lock-up Period (as may have been extended pursuant to the previous
paragraph) has expired.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the
donee or donees thereof agree to be bound in writing by the restrictions
set forth herein, (ii) by will or intestate, (iii) to any trust,
partnership or limited liability company for the direct or indirect benefit
of the undersigned or the immediate family of the undersigned, provided
that the trustee of the trust, partnership or the limited liability
company, as the case may be, agrees to be bound in writing by the
restrictions set forth herein, and provided further that any such transfer
shall not involve a disposition for value, (iv) to the extent applicable,
as distributions of the Undersigned's Shares to a wholly-owned subsidiary
of the undersigned or to the direct or indirect members or partners of the
undersigned, provided, however, that (A) it shall be a condition to such
transfer that the transferee (if not already subject to this Lock-up
Agreement) execute an agreement stating that such transferee is receiving
and holding such capital stock subject to the provisions of this Lock-Up
Agreement and there shall be no further transfer of such capital stock
except in accordance with this Lock-up Agreement, and (B) such transfer
shall not involve a disposition for value, (v) to a nominee or custodian of
a person or entity to whom a disposition or transfer would be permissible
under clauses (i) through (iv), or (vi) with the prior written consent of
Xxxxxxx, Sachs & Co. on behalf of the Underwriters. For purposes of this
Lock-Up Agreement, "immediate family" shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin. The undersigned
now has, and, except as contemplated by clause (i) through (vi) above, for
the duration of this Lock-Up Agreement will have, good and marketable title
to the Undersigned's Shares, free and clear of all liens, encumbrances, and
claims whatsoever. The undersigned also agrees and consents to the entry of
stop transfer instructions with the Company's transfer agent and registrar
against the transfer of the Undersigned's Shares during the Lock-up Period
except in compliance with the foregoing restrictions.
The undersigned understands that the Selling Stockholder, the Company
and the Underwriters are relying upon this Lock-Up Agreement in proceeding
toward consummation of the offering. The undersigned further understands
that this Lock-Up Agreement is irrevocable and shall be binding upon the
undersigned's heirs, legal representatives, successors, and assigns.
This Lock-Up Agreement shall automatically terminate and be of no
further effect if (i) the Registration Statement is not declared effective
by the SEC by August 11, 2005 or (ii) the Underwriting Agreement is
terminated pursuant to its terms.
Very truly yours,
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Exact Name
---------------------------------------
Authorized Signature
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Title
Lock-Up Agreement List
Executive Officers and Directors
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxx
Xxxxxxx X. Xxxx
Xxxx X. Xxxxx
Xxxxx X. Xxx
Xxxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxx
Xxxx X. X'Xxxxx
Selling Stockholder
Nalco LLC
Beneficial Owners of the Selling Stockholder
Blackstone Capital Partners IV X.X.
Xxxxxxxxxx Family Investment Partnership IV-A X.X.
Xxxxxxxxxx Capital Partners IV-A X.X.
Xxxxxxxxxx Management Associates IV L.L.C.
Apollo Investment Fund V, L.P.
Apollo/Nalco Acquisition LLC
AP Nalco LP
GS Capital Partners 2000, L.P.
GS Capital Partners 2000 Offshore, L.P.
GS Capital Partners 2000 GmbH & Co. Beteiligungs KG
GS Capital Partners 2000 Employee Fund, L.P.
NH Acquisition LLC
Xxxxxxx Xxxxx Direct Investment Fund 2000, L.P.
