EXHIBIT 2
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,
---------------------------
Exact Name
---------------------------
Authorized Signature
---------------------------
Title
