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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,
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