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EXHIBIT 4.01
LOCK-UP RELEASE AGREEMENT
Reference is hereby made to the January 7, 1999 agreement (the "Lock-Up
Agreement") between Chase Equity Associates, L.P. ("Chase"), Entercom
Communications Corp. (the "Company") and Credit Suisse First Boston Corporation
("Credit Suisse"), as Representatives of the Several Underwriters, BT Alex.
Xxxxx Incorporated, Xxxxxxx Sachs & Co. Xxxxxx Xxxxxxx & Co. Incorporated (the
"Underwriters"), whereby Chase agreed that for a period of 180 days after the
initial public offering of the Class A Common Stock of the Company, Chase will
not offer, sell, contract to sell, pledge or otherwise dispose of directly or
indirectly, and shares of Class A Common Stock of the Company or securities
convertible into or exchangeable or exercisable for any shares of Class A Common
Stock.
Chase has expressed a desire to sell 300,000 shares of Class A Common Stock
of the Company (upon conversion from Class C Common Stock of the Company). It is
hereby agreed as follows:
1) The Underwriters will release Chase from the restrictions set forth in
the Lock-up Agreement, solely with respect to the sale of 300,000
shares of Class A Common Stock of the Company (upon conversion from
Class C Common Stock of the Company) (the "Initial Block Sale") in
accordance with the terms of this Agreement. Such sale shall be in a
block sale to Credit Suisse and Credit Suisse shall cause to be filed
and/or executed, all documents necessary to effect the Initial Block
Sale;
2) Chase hereby agrees that following the Initial Block Sale, all future
sales or other dispositions by Chase of Class A Common Stock of the
Company, with the exception of sales pursuant to the exercise of
Chase's registration rights as contained in the Registration Rights
Agreement dated as of May 21, 1996 by and between the Company and
Chase, shall be made exclusively through a nationally recognized
underwriter as designated from time to time by the Company;
3) For purposes of the Initial Block Sale by Chase pursuant to Paragraph
1 above, the Company hereby agrees to waive any purchase rights it may
have with respect to such sale, under the terms of either the
Convertible Subordinated Note Purchase Agreement dated as of May 21,
1996 by and between the Company and Chase or the Registration Rights
Agreement dated as of May 21, 1996 by and between the Company and
Chase.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties have caused this Lock-Up Release Agreement
to be duly executed by their respective offices as of the 6th day of May, 1999.
CHASE EQUITY ASSOCIATES L.P.
By: CHASE CAPITAL PARTNERS,
ITS GENERAL PARTNER
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: General Partner
ENTERCOM COMMUNICATIONS CORP.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Managing Director
