EXHIBIT 2
Lock-Up Agreement - Stock Plans
BancBoston Xxxxxxxxx Xxxxxxxx Inc.
Bear Xxxxxxx & Co. Inc.
HCFP/Xxxxxxx Securities, LLC
SPP Capital Partners, LLC
As Representatives of the Several Underwriters
c/o BancBoston Xxxxxxxxx Xxxxxxxx Inc.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
RE: Interep National Radio Sales, Inc. (the "Company")
Ladies & Gentlemen:
The undersigned is an owner of record or beneficially of certain shares
of Class A Common Stock of the Company ("Common Stock") or securities
convertible into or exchangeable or exercisable for Common Stock, including
shares of Class B Common Stock. The Company proposes to carry out a public
offering of Common Stock (the "Offering") for which you will act as the
representatives (the "Representatives") of the underwriters. The undersigned
recognizes that the Offering will be of benefit to the undersigned and will
benefit the Company by, among other things, raising additional capital for its
operations. The undersigned acknowledges that you and the other underwriters are
relying on the representations and agreements of the undersigned contained in
this letter in carrying out the Offering and in entering into underwriting
arrangements with the Company with respect to the Offering.
In consideration of the foregoing, the undersigned hereby agrees that
the undesigned will not offer to sell, contract to sell, or otherwise sell,
dispose of, loan, pledge or grant any rights with respect to (collectively, a
"Disposition") any Common Stock, any options or warrants to purchase any Common
Stock or any securities convertible into or exchangeable for Common Stock
(collectively, "Securities") now owned or hereafter acquired directly by such
person or with respect to which such person has or hereafter acquires the power
of disposition, otherwise than (i) as a bona fide gift or gifts, provided the
donee or donees thereof agree in writing to be bound by this restriction, (ii)
as a distribution in the form of shares of Class A Common Stock to its
participants in connection with the termination of employment from the Company
of any such participant as required by provisions of the Employee Retirement
Income Security Act of 1974, as amended, or as otherwise required by the
provisions of the Internal Revenue Code of 1986, as amended (it being understood
that any such participant that is subject to a lock-up agreement individually
will be bound by the terms of such agreement with respect to any Securities
acquired by such participant from the Interep Employee Stock Ownership Plan or
the Company's Stock Growth Plan), (iii) sales of shares of Class B Common Stock
by the Interep Employee Stock Ownership Plan to the Company's Stock Growth Plan
in a manner, and in amounts, consistent with past sales or (iv) with the prior
written consent of BancBoston Xxxxxxxxx Xxxxxxxx Inc., for a period commencing
on the date hereof and continuing to a date 180 days after the Registration
Statement is declared effective by the Securities and Exchange Commission (the
"Lock-up Period"). The foregoing restriction has been expressly agreed to
prelude the holder of the Securities from engaging in any hedging or other
transaction which is designed to or
reasonably expected to lead to or result in a Disposition of Securities during
the Lock-up Period, even if such Securities would be disposed of by someone
other than such holder. Such prohibited hedging or other transactions would
include, without limitation, any short sale (whether or not against the box) or
any purchase, sale or grant of any right (including, without limitation, any put
or call option) with respect to any Securities or with respect to any security
(other than a broad-based market basket or index) that included, relates to or
derives any significant part of its value from Securities. 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 Common Stock or
Securities held by the undersigned except in compliance with the foregoing
restrictions. BancBoston Xxxxxxxxx Xxxxxxxx Inc., acting alone and in its sole
discretion, may waive any provisions of this Lock-Up Agreement without notice to
any third party.
This agreement is irrevocable and will be binding on the undersigned and
the respective successors, heirs, personal representatives, and assigns of the
undersigned. In the event that the Registration Statement shall not have been
declared effective on or before March 31, 2000, this Lock-Up Agreement shall be
of no further force or effect.
Dated: December 7, 1999
INTEREP STOCK GROWTH PLAN
/s/ Xxxxx X. Guild
By: ___________________________________
Xxxxx X. Guild, Trustee
