Exhibit A
Stelphi Holding Inc.
0X Xxxxx Xxxxxx
Xxxxxxxxxxx 00000
Xxxxxx Xxxxxx
April 9th, 2002
Xxxxxxxxx & Company, Inc.
Lazard Freres & Co. LLC
As Representatives of the Several Underwriters
c/x Xxxxxxxxx & Company, Inc.
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Dear Sirs:
As an inducement to the Underwriters to execute the underwriting
agreement among Xxxxxxx Shipping Ltd., Xxxxxxxxx & Company, Inc. and Lazard
Freres & Co. LLC (the "Underwriting Agreement"), pursuant to which an offering
will be made that is intended to result in an orderly market for Common Stock
(the "Securities") of Xxxxxxx Shipping Ltd. (the "Company"), the undersigned
hereby agrees that from the date hereof and until 180 days after the public
offering date set forth on the final prospectus used to sell the Securities (the
"Public Offering Date") pursuant to the Underwriting Agreement, the undersigned
will not offer, sell, contract to sell, pledge or otherwise dispose of, directly
or indirectly, any shares of Securities or securities convertible into or
exchangeable or exercisable for any shares of Securities, enter into a
transaction which would have the same effect, or enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of the Securities, whether any such aforementioned
transaction is to be settled by delivery of the Securities or such other
securities, in cash or otherwise, or publicly disclose the intention to make any
such offer, sale, pledge or disposition, or to enter into any such
transaction,swap, hedge or other arrangement, without, in each case, the prior
written consent of Xxxxxxxxx & Company, Inc. In addition, the undersigned agrees
that, without the prior written consent of Xxxxxxxxx & Company, Inc., it will
not, during the period commencing on the date hereof and ending 180 days after
the Public Offering Date, make any demand for or exercise any right with respect
to, the registration of any Securities or any security convertible into or
exercisable or exchangeable for the Securities.
Any Securities received upon exercise of options granted to the
undersigned will also be subject to this Agreement. Any transaction relating to
Securities or Securities acquired by the undersigned in the open market will not
be subject to this Agreement. A transfer of Securities to a family member,
corporation or partnership (if the transferee and the undersigned are
affiliates) or trust may be made, provided the transferee agrees to be bound in
writing by the terms of this Agreement.
In furtherance of the foregoing, the Company and its transfer
agent and registrar are hereby authorized to decline to make any transfer of
shares of Securities if such transfer would constitute a violation or breach of
this Agreement.
This Agreement shall be binding on the undersigned and the
successors, heirs, personal representatives and assigns of the undersigned. This
Agreement shall lapse and become null and void if the Public Offering Date shall
not have occurred on or before July 31, 2002.
Very truly yours,
/s/ Xxxxxx Xxxxxxxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxxxxxxx
Title: Director
99999.0010 #341272
