Exhibit 99(b)
LOCK-UP AGREEMENT
January 17, 2001
Deutsche Bank Securities Inc.
Xxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Xxxxx Advertising Company - Public Offering
Ladies and Gentlemen:
The undersigned understands that you, acting on behalf of yourself and
the several Underwriters, propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Xxxxx Advertising Company, a Delaware corporation
(the "Company"), and a selling shareholder to be named therein (the "Selling
Shareholders") providing for the public offering (the "Public Offering") by the
several Underwriters to be named in Schedule I to the Underwriting Agreement
(the "Underwriters") of common stock, par value $.001 per share (the "Common
Stock"), of the Company. Capitalized terms set forth herein and not otherwise
defined shall have the meanings set forth in the Underwriting Agreement.
In consideration of the Underwriters' agreement to purchase and make
the Public Offering of the Common Stock, and for other good and valuable
consideration receipt of which is hereby acknowledged, the undersigned hereby
agrees that, without the prior written consent of Deutsche Bank Securities Inc.
on behalf of the Underwriters, the undersigned will not, during the period
commencing on the date of the prospectus relating to the Public Offering (the
"Prospectus") and ending 60 days thereafter, (1) offer, pledge, announce the
intention to sell, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock of the Company, or any securities of the
Company which are substantially similar to the Common Stock, including, but not
limited to, (x) any securities convertible into or exercisable or exchangeable
for Common Stock or (y) any shares of Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission, or (2) enter into any
swap, option, future, forward or other agreement that transfers, in whole or in
part, any of the economic consequences of ownership of the Common Stock or any
securities of the Company which are substantially similar to the Common Stock,
including, but not limited to, any securities convertible into or exercisable or
exchangeable for Common Stock, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. In addition, the undersigned agrees that,
without the prior written consent of Deutsche Bank Securities Inc. on behalf of
the Underwriters, it will not, during the aforementioned 60-day period, make any
demand for, or exercise any right with respect to, the registration of any
shares of Common Stock or any securities of the Company which are substantially
similar to the Common Stock, including, but not limited to, any securities
convertible into or exercisable or exchangeable for Common Stock.
Notwithstanding the foregoing, if the undersigned is an individual, he
or she may transfer any Common Stock (or options exercisable into Common Stock
granted under the Company's existing stock option plans which are otherwise
transferable in accordance with such plans) either during his or her lifetime or
on death by will or by intestacy to his or her immediate family or to a trust or
other entity the beneficiaries or equity holders of which are exclusively the
undersigned and/or a member of his or her immediate family; provided, however,
that in any such case it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding the Common Stock (or options exercisable into Common Stock) transferred
subject to the provisions of this Lock-Up Agreement, and there shall be no
further transfer of such Common Stock (or options exercisable into Common Stock)
except in accordance with this Lock-Up Agreement. For purposes of this Lock-Up
Agreement, "immediate family" shall mean spouse, lineal descendant, father,
mother, brother or sister of the transferor.
In furtherance of the foregoing, the Company and any duly appointed
transfer agent for the registration or transfer of the securities described
herein are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Lock-Up Agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-up Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.
The undersigned understands that, if the Underwriting Agreement is not
executed on or before January 31, 2001, or if the Underwriting Agreement (other
than the provisions thereof which survive termination) shall terminate or be
terminated prior to payment for and delivery of the Common Stock to be sold
thereunder, the undersigned shall be released from all obligations under this
Lock-Up Agreement.
The undersigned understands that the Underwriters will be entering into
the Underwriting Agreement and proceeding with the Public Offering in reliance
upon this Lock-Up Agreement.
THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.
Very truly yours,
AMFM OPERATING, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President and
Chief Financial Officer
Accepted as of the date first set forth above:
DEUTSCHE BANK SECURITIES INC.
Acting on behalf of itself and the several
Underwriters to be named in Schedule I to the
Underwriting Agreement
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
