Lock-Up Agreement between Spinnaker Exploration Company and Underwriters for Common Stock Offering

Summary

This agreement is between Spinnaker Exploration Company and several underwriters, including Credit Suisse First Boston Corporation, related to a public offering of the company's common stock. The undersigned party agrees not to sell, transfer, or otherwise dispose of any shares or related securities for 90 days after the offering's prospectus date, unless they receive written consent from Credit Suisse First Boston. The agreement is binding on the undersigned and their successors, and will expire if the offering does not commence by October 31, 2000.

EX-10.5 5 0005.txt FORM OF LOCK-UP AGREEMENT EXHIBIT 10.5 August , 2000 Spinnaker Exploration Company Two Allen Center 1200 Smith Street, Suite 800 Houston, TX 77002 Credit Suisse First Boston Corporation Donaldson, Lufkin & Jenrette Securities Corporation Banc of America Securities LLC Dain Rauscher Incorporated Jefferies & Company, Inc. c/o Credit Suisse First Boston Corporation 600 Travis, Suite 3030 Houston, TX 77002 Dear Sirs: As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made of shares of common stock, par value $.01 per share (the "Securities"), of Spinnaker Exploration Company (the "Company"), the undersigned hereby agrees that, for a period of 90 days after the date of the prospectus (the "Commencement Date"), 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, or publicly disclose the intention to make any such offer, sale, pledge or disposal, without the prior written consent of Credit Suisse First Boston Corporation. 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 respective successors, heirs, personal representatives and assigns of the undersigned. This agreement shall lapse and become null and void if the Commencement Date shall not have occurred on or before October 31, 2000. Very truly yours, ------------------------------------