-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R3PEJKkxygd4kj22C1PqXGCdd/4VSzTnLZhVkZ9j7mtbNPffHk/6TRrCTkA2aUey 2aWRJBGDsEAcZUOlPnBt7g== 0000950130-99-007252.txt : 19991230 0000950130-99-007252.hdr.sgml : 19991230 ACCESSION NUMBER: 0000950130-99-007252 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTEREP NATIONAL RADIO SALES INC CENTRAL INDEX KEY: 0000796735 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 131865151 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-57317 FILM NUMBER: 99782689 BUSINESS ADDRESS: STREET 1: 100 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129160700 MAIL ADDRESS: STREET 1: 100 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEREP NATIONAL RADIO SALES INC EMP STOCK OWN PLAN & TRUST CENTRAL INDEX KEY: 0001101869 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: INTEREP NATIONAL RADIO SALES INC STREET 2: 100 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129160700 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 __________________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Interep National Radio Sales, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $0.01 - ------------------------------------------------------------------------------- (Title of Class of Securities) 45866V 10 9 - ------------------------------------------------------------------------------- (CUSIP Number) Interep National Radio Sales, Inc. Employee Stock Ownership Plan and Trust - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 9, 1999 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_] (Page 1 of 9 Pages) - ------------------------------------------------------------------------------ CUSIP NO. 45866V 10 9 13D PAGE 2 OF 9 PAGES - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Interep National Radio Sales, Inc. Employee Stock Ownership Plan and Trust - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER -0- ----------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,524,425 OWNED BY ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,524,425 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,524,425 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4%* - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON EP - ------------------------------------------------------------------------------ * See Items 1 and 5(a) of this Statement. - ------------------------------------------------------------------------------ CUSIP NO. 45866V 10 9 13D PAGE 3 OF 9 PAGES - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ralph C. Guild - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 2,792,853* ----------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,524,425** OWNED BY ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 2,792,853* WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,524,425** - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,317,278 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.2%*** - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ * Includes 233,094 shares owned by Reporting Person and an aggregate of 2,559,759 shares issuable on currently exercisable stock options held by the Reporting Person. ** Reporting Person disclaims beneficial ownership of these shares. *** See Items 1 and 5(a) of this Statement. - ------------------------------------------------------------------------------ CUSIP NO. 45866V 10 9 13D PAGE 4 OF 9 PAGES - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Marc G. Guild - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 481,234* ----------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,524,425** OWNED BY ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 481,234* WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,524,425** - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,005,659 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.9%*** - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ * Includes 63,314 shares owned by Reporting Person and an aggregate of 417,920 shares issuable or currently exercisable stock options held by the Reporting Person. ** Reporting Person disclaims beneficial ownership of these shares. *** See Items 1 and 5(a) of this Statement. - ------------------------------------------------------------------------------ CUSIP NO. 45866V 10 9 13D PAGE 5 OF 9 PAGES - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Leslie D. Goldberg - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER -0- ----------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,524,425* OWNED BY ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,524,425* - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,524,425* - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4%** - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ * Reporting Person disclaims beneficial ownership of these shares. ** See Items 1 and 5(a) of this Statement. Item 1. Security and Issuer. This Statement on Schedule 13D (the "Schedule") relates to shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of Interep National Radio Sales, Inc., a New York corporation (the "Company"), with principal offices located at 100 Park Avenue, New York, New York 10020. The ESOP (as defined below) currently owns shares of the Company's Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"). Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder or automatically under certain circumstances. Each share of the Class B Common Stock is entitled to 10 votes per share in all matters presented to the shareholders, except for certain amendments to the Company's Restated Certificate of Incorporation, certain "going private" transactions and as otherwise required by applicable law. The shares of Class A Common Stock are entitled to one vote per share on all matters. Item 2. Identity and Background. (a) This Schedule is being filed by the Interep National Radio Sales, Inc. Employee Stock Ownership Plan and Trust (the "ESOP"). The ESOP is a stock bonus plan qualified under Section 401(a) of the Internal Revenue Code of 1986 and was established for the benefit of the Company's employees. The ESOP is administered by its trustees, Ralph C. Guild, Marc G. Guild and Leslie D. Goldberg (the "Trustees"). (b) The business address of the ESOP and Messrs. Ralph Guild and Marc Guild is c/o Interep National Radio Sales, Inc., 100 Park Avenue, New York, New York 10017. The business address of Mr. Goldberg is 200 Keller Lane, North Salem, New York 10560. (c) See the response to Item 2(a). Ralph Guild is Chief Executive Officer, President and Chairman of the Board of the Company. Marc Guild is President, Marketing Division and a member of the Board of Directors of the Company. Mr. Goldberg is a member of the Board of Directors of the Company. (d) During the last five years, neither the ESOP nor any of the Trustees has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the last five years, neither the ESOP nor any of the Trustees was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which made it or him subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or found any violation with respect thereto. (f) The ESOP is an employee benefit plan organized under New York law. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. Except as described below, the Trustees currently have no plan or proposal which relates to or would result in any of the matters listed in Item 4 of Schedule 13D. In connection with the Company's initial public offering in December 1999, the ESOP sold 987,500 shares of Class A Common Stock. The ESOP also granted the underwriters of the initial public offering a 30-day option to purchase up to 812,500 additional shares of Class A Common Stock. As of the date of this Statement, it is anticipated that the underwriters will exercise this option. From time to time, the ESOP may make distributions to terminated employees of vested amounts in their ESOP accounts in either cash or shares of Class A Common Stock. In addition, the ESOP may, from time to time after June 14, 2000, dispose of Class A Common Stock in the open market depending on price and market conditions and other factors or may sell shares to the Company's Stock Growth Plan. Item 5. Interest in Securities of the Issuer. (a) As of the date of this Statement, the ESOP beneficially owns (for purposes of Rule 13d-3 under the Securities Exchange Act of 1934) an aggregate of 2,524,425 shares of Class B Common Stock which are convertible into the same number of shares of Class A Common Stock. This amount represents 24.4% of the outstanding Class A Common Stock and Class B Common Stock combined, and 46.2% of the combined votes of the outstanding shares of Class A Common Stock and Class B Common Stock. The ESOP holds the shares of Class B Common Stock for the benefit of its participants. In most cases, the Trustees are authorized to vote the shares held by the ESOP as they see fit in the exercise of their fiduciary duties to the ESOP participants. With respect to certain matters, such as a merger or recapitalization, applicable law requires that the Trustees take direction from the ESOP participants as to how the shares will be voted. Ralph Guild owns 233,094 shares of Class B Common Stock and currently exercisable options to acquire an aggregate of 2,559,759 shares, at exercise prices ranging from $1.56 per share to $4.20 per share. Mac Guild owns 63,314 shares of Class B Common Stock and currently exercisable options to acquire an aggregate of 417,920 shares, at exercise prices ranging from $2.77 per share to $4.02 per share. (b) The Trustees have shared voting power over the shares referred to in Item 5(a), as they direct the voting on all matters except those in which they are required to seek direction from the ESOP participants as referred to above. Disposition of such shares is determined according to the terms of the ESOP at the election of the Trustees. The Trustees act by majority vote. Notwithstanding the foregoing, the Trustees disclaim beneficial ownership over the 2,524,425 shares of Class B Common Stock held by the ESOP. (c) During the past 60 days, the ESOP sold 987,500 shares of Class A Common Stock as part of the Company's initial public offering for an aggregate purchase price of $11,020,500, which sale was consummated on December 14, 1999. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The ESOP is a party to a Registration Rights Agreement among the Company and the Company's Stock Growth Plan, dated as of December 7, 1999. Under the terms of such agreement, among other things, the Company granted to the ESOP certain piggy-back and demand registration rights, entitling it to require the Company to register for resale under the Securities Act of 1933 shares of Class A Common Stock into which the ESOP's shares of Class B Common Stock are convertible. Such piggy-back rights will not be exercisable before December 14, 2000 and such demand rights will not be exercisable before December 14, 2001. In connection with the Company's initial public offering, the ESOP entered into a customary "lock-up" agreement pursuant to which it agreed not to sell any shares, subject to very limited exceptions, prior to June 14, 2000. Item 7. Material to Be Filed as Exhibits. 1. Registration Rights Agreement, dated as of December 7, 1999, among the Company, the ESOP and the Interep Stock Growth Plan. 2. Lock-Up Letter, dated December 7, 1999, from the ESOP to BancBoston Robertson Stephens Inc., Bear Stearns & Co. Inc., HCFP/Brenner Securities LLC, and SPP Capital Parnters, LLC, as representatives of the several underwriters. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: December 23, 1999 INTEREP NATIONAL RADIO SALES, INC. EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST By: /s/ Ralph C. Guild ------------------------------------- Ralph C. Guild Trustee By: /s/ Marc G. Guild ------------------------------------- Marc G. Guild Trustee By: /s/ Leslie D. Goldberg ----------------------------------- Leslie D. Goldberg Trustee EX-1 2 REGISTRATION RIGHTS AGREEMENT EXHIBIT 1 REGISTRATION RIGHTS AGREEMENT December 7, 1999 Trustees of the Interep Employee Stock Ownership Plan c/o Interep National Radio Sales, Inc. 100 Park Avenue New York, New York 10017 Trustees of the Interep Stock Growth Plan c/o Interep National Radio Sales, Inc. 100 Park Avenue New York, New York 10017 Ladies and Gentlemen: In connection with the initial public offering by Interep National Radio Sales, Inc. (the "Company") of its Class A Common Stock, pursuant to a registration statement on Form S-1, filed with the Securities and Exchange Commission (the "Commission"), and in consideration of your approval thereof, the Company hereby covenants and agrees with each of you as follows: 1. Certain Definitions. As used herein, the following terms have ------------------- the following meanings: "Class A Common Stock" means the Class A common stock of the Company, -------------------- par value $.01 per share. "Class B Common Stock" means the Class B common stock of the Company -------------------- par value $.01 per share. "Common Stock" means the Class A Common Stock and the Class B Common ------------ Stock. "Exchange Act" means the Securities Exchange Act of 1934 or any ------------ similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Holder" means either of the Employee Stock Ownership Plan or the ------ Stock Growth Plan. "Registration Expenses" means the expenses so described in Section 8. --------------------- "Restricted Stock" means any shares of capital stock of the Company, ---------------- the certificates for which are required to bear the legend set forth in Section 2. "Securities Act" means the Securities Act of 1933 or any similar -------------- federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Selling Expenses" means the expenses so described in Section 8. ---------------- 2. Restrictive Legend. Each certificate representing shares of ------------------ Common Stock now held by the Holders shall be stamped or otherwise imprinted with a legend substantially in the following form: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY ONLY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN COMPLIANCE WITH THAT ACT AND APPLICABLE STATE SECURITIES LAWS 3. Notice of Proposed Transfer. Prior to any proposed transfer of --------------------------- any Restricted Stock, other than under the circumstances described in Section 4, 5 or 6, a Holder shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the Holder shall be entitled to transfer such Restricted Stock in accordance with the terms of its notice; provided, however, -------- ------- that, notwithstanding the proposed terms of transfer set forth in such notice, for a period of two years commencing on the date hereof, Restricted Stock may be transferred only (i) under the circumstances contemplated by the Lock-up Letter executed by each of the Stock Growth Plan and the Employee Stock Ownership Plan, (ii) under the circumstances contemplated by Section 3.B(a) of the Underwriting Agreement, between the Company and the Underwriters named therein, relating to the Company's contemplated initial public offering, in the case of the Employee Stock Ownership Plan, (iii) by one Holder to the other Holder, (iv) pursuant to Rule 144 under the Securities Act or (v) in response to a tender offer made by a third party for 100% of the outstanding Common Stock. After the expiration of the 180-day period specified in the Lock-up Letters, Restricted Stock may also be transferred in any disposition to any third party; provided, that, the -------- approval of a majority of the Company's Board of Directors, which majority includes at least two independent directors, shall be required for any sales to a "non-financial" purchaser of 10% or more of the then outstanding Common Stock and any sales to any other purchaser of 20% or more of the then outstanding Common Stock. For purposes of the preceding sentence, a "non-financial" purchaser is a purchaser (together with all "affiliates" and "associates" of such purchaser, as such terms are defined in Rule 12b-2 under the Exchange Act) that is acquiring the -2- Company Common Stock for the purpose, expressed in the Schedule 13D filed by such purchaser, of obtaining control of, or substantial influence over, the Company. Each certificate of Restricted Stock transferred pursuant to this Section 3 shall bear the legend set forth in Section 2, unless (i) such transfer is in accordance with the provisions of Rule 144 or any other rule permitting public sale without registration under the Securities Act, or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee, other than an affiliate of the Company, would be entitled to transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Restricted Stock shall terminate as to any particular shares of Restricted Stock when such shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement concerning such shares. Whenever a Holder is able to demonstrate to the Company and its counsel that the provisions of Rule 144(k) of the Securities Act are available to such Holder without limitation, such Holder shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2. 4. Required Registration. --------------------- (a) Commencing two years after the date hereof, either Holder may request the Company to register under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the -3- Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. 5. Form S-3 Registration. --------------------- (a) Commencing two years after the date hereof, either or both Holders may request the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to at least 20% of the total Restricted Stock owned by them. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). In such event, the Company shall, as soon as practicable, effect such registration, including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other government requirements or regulations, as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Holders' Restricted Stock as are specified in such request, together with all or such portion of the Restricted Stock of any Holder or Holders joining in such request as are specified in a written request given within 30 days after receipt of such written notice from the Company; provided, that the -------- Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 5 (A) more than once in any 12-month period, or (B) if the Company is not entitled to use Form S-3. In any event, the Company shall only be obligated to register shares of Class A Common Stock. (b) Registrations effected pursuant to this Section 5 shall not be counted as requests for registration effected pursuant to Section 4. -4- 6. Incidental Registration. Commencing one year after the date ----------------------- hereof, if the Company, other than pursuant to Section 4 or 5, proposes to register any of its Class A Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public, it shall give written notice at such time to the Holders of its intention to do so. On the written request of either Holder, given within 30 days after receipt of any such notice by the Company, to register any of its Restricted Stock, which request shall state the intended method of disposition thereof, the Company shall use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by such Holder, in accordance with its written request, of such Restricted Stock so registered; provided, that nothing herein shall prevent the Company from -------- abandoning or delaying such registration at any time and provided that the Company shall only be obligated to register shares of Class A Common Stock. In the event that any registration pursuant to this Section shall be, in whole or in part, an underwritten public offering, any request by a Holder pursuant to this Section 6 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced pro rata among the requesting Holders based on --- ---- the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted -------- ------- Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company. Notwithstanding anything to the contrary contained in this Section 6, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a Holder does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such Holder shall refrain from selling its Restricted Stock during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that -------- ------- subject to any other applicable restrictions, such Holder shall, in any event, be entitled to sell its Restricted Stock commencing on the 180th day after the effective date of such registration statement. 7. Registration Procedures. If and whenever the Company is required ----------------------- by the provisions of Section 4, 5 or 6 to use its best efforts to effect the registration of any of the Restricted Stock under the Securities Act, the Company shall, as expeditiously as possible: -5- (a) prepare, and afford counsel for the selling Holders reasonable opportunity to review and comment on, and file with the Commission a registration statement, which, in the case of an underwritten public offering pursuant to Section 4, shall be on Form S-1 or another form of general applicability satisfactory to the managing underwriter selected as therein provided with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby, determined as hereinafter provided; (b) prepare, and afford counsel for the selling Holders reasonable opportunity to review and comment on, and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and as to comply with the provisions of the Securities Act with respect to the disposition of all Restricted Stock covered by such registration statement in accordance with the selling Holders' intended method of disposition set forth in such registration statement for such period; (c) furnish to each selling Holder and to each underwriter such number of copies of the registration statement and the prospectus included therein, including each preliminary prospectus, as such persons may reasonably request in order to facilitate the public sale or other disposition of the Restricted Stock covered by such registration statement; (d) use its best efforts to register or qualify the Restricted Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling Holders or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company shall not be required to (i) qualify -------- generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction; (e) immediately notify each selling Holder under such registration statement and each underwriter at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (f) use its best efforts, if the offering is underwritten, to furnish, at the request of any selling Holder, on the date that Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such selling Holder, stating that such registration statement -6- has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (B) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein; and (C) to such other effects as may reasonably be requested by counsel for the underwriters or by such selling Holder or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters, including information as to the period ending no more than 5 business days prior to the date of such letter, with respect to the registration in respect of which such letter is being given as such underwriters or selling Holder may reasonably request; and (g) make available for inspection by each selling Holder, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such selling Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information, reasonably requested by any such selling Holder, underwriter, attorney, accountant or agent in connection with such registration statement and permit such selling Holder, attorney, accountant or agent to participate in the preparation of such registration statement. For purposes of paragraphs (a) and (b) above and of Section 4(c), the period of distribution of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Restricted Stock covered thereby or six months after the effective date thereof. In connection with each registration hereunder, the selling Holders shall furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws. -7- In connection with each registration pursuant to Sections 4, 5 and 6 covering an underwritten public offering, the Company agrees to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company's size and investment stature; provided, however, that -------- ------- such agreement shall not contain any such provision applicable to the Company which is inconsistent with the provisions hereof; provided, further, however, -------- ------- ------- that the time and place of the closing under said agreement shall be as mutually agreed upon among the Company, such managing underwriter and the selling Holders. 8. Expenses. All expenses incurred by the Company in complying with -------- Sections 4, 5 and 6, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars and fees and expenses of counsel for the selling Holders but excluding any Selling Expenses, are herein called "Registration Expenses". All underwriting discounts and selling commissions applicable to the sale of Restricted Stock are herein called "Selling Expenses". The Company shall pay all Registration Expenses in connection with each registration statement filed pursuant to Section 4, 5 or 6. All Selling Expenses in connection with any registration statement filed pursuant to Section 4, 5 or 6 shall be borne by the selling Holders in proportion to the number of shares sold by each, or by such persons other than the Company, except to the extent the Company shall be a seller, as they may agree. 9. Indemnification. In the event of a registration of any of the --------------- Restricted Stock under the Securities Act pursuant to Section 4, 5 or 6, the Company shall indemnify and hold harmless each selling Holder thereunder and each underwriter of Restricted Stock thereunder and each other person, if any, who controls such selling Holder or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such selling Holder or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Section 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each such selling Holder, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case if and - -------- ------- to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in -8- conformity with information furnished by such selling Holder, such underwriter or such controlling person in writing specifically for use in such registration statement or prospectus. In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Section 4, 5 or 6, each selling Holder thereunder, severally and not jointly, shall indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Section 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that such selling Holder shall be liable hereunder in any - -------- ------- such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information furnished by such selling Holder in writing specifically for use in such registration statement or prospectus; provided, -------- further, however, that the liability of each selling Holder hereunder shall be - ------- ------- limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of shares sold by such selling Holder under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds, net of underwriting discounts and commissions, received by such selling Holder from the sale of Restricted Stock covered by such registration statement. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under this Section 9. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense -9- thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, if the defendants in any such action -------- ------- include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding the foregoing, any indemnified party shall have the right to retain its own counsel in any such action, but the fees and disbursements of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party shall have failed to retain counsel for the indemnified person as aforesaid or (ii) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel. It is understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one separate firm qualified in such jurisdiction to act as counsel for the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. If the indemnification provided for in the first two paragraphs of this Section 9 is unavailable or insufficient to hold harmless an indemnified party under such paragraphs in respect of any losses, claims, damages or liabilities or actions in respect thereof referred to therein, then each indemnifying party shall in lieu of indemnifying such indemnified party contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or actions in such proportion as appropriate to reflect the relative fault of the Company, on the one hand, and the underwriters and the selling Holders, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or actions as well as any other relevant equitable considerations, including the failure to give any notice under the third paragraph of this Section 9. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact relates to information supplied by the Company, on the one hand, or the underwriters and the selling Holders, on the other, and to the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each of you agree that it would not be just and equitable if contributions pursuant to this paragraph were determined by pro rata allocation, even if all of the selling Holders were --- ---- treated as one entity for such purpose, or by any other method of allocation which did not take account of the equitable considerations referred to above in this paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or action in respect thereof, referred to above in this paragraph, shall be -10- deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph, the selling Holders shall not be required to contribute any amount in excess of the amount, if any, by which the total price at which the Common Stock sold by each of them was offered to the public exceeds the amount of any damages which they would have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission. No person guilty of fraudulent misrepresentations, within the meaning of Section 11(f) of the Securities Act, shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. The indemnification of underwriters provided for in this Section 9 shall be on such other terms and conditions as are at the time customary and reasonably required by such underwriters. In that event the indemnification of the sellers of Restricted Stock in such underwriting shall at the selling Holders' request be modified to conform to such terms and conditions. 10. Changes in Common Stock. If, and as often as, there are any ----------------------- changes in the Common Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof, as may be required, so that the rights and privileges granted hereby shall continue with respect to the Common Stock as so changed. 11. Representations and Warranties of the Company. The Company --------------------------------------------- represents and warrants to you as follows: (a) The execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action and shall not violate any provision of law, any order of any court or other agency of government, the Restated Certificate of Incorporation or Restated By-laws of the Company, or any provision of any indenture, agreement or other instrument to which it or any of its properties or assets is bound, or conflict with, result in a breach of or constitute, with due notice or lapse of time or both, a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. (b) This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to considerations of public policy in the case of the indemnification provisions hereof. 12. Rule 144 Reporting. The Company agrees with you as follows: ------------------ -11- (a) The Company shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and, after the date it is first required to do so. (b) The Company shall file with the Commission in a timely manner all reports and other documents as the Commission may prescribe under Section 13(a) or 15(d) of the Exchange Act at any time after the Company has become subject to such reporting requirements of the Exchange Act. (c) The Company shall furnish to each Holder forthwith on request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, at any time from and after the date it first becomes subject to such reporting requirements, and of the Securities Act and the Exchange Act, at any time after it has become subject to such reporting requirements, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed as a Holder may reasonably request to avail itself of any rule or regulation of the Commission allowing a Holder to sell any Restricted Stock without registration. 13. Agreement of Employee Stock Ownership Plan as to Future ------------------------------------------------------- Purchases. The Employee Stock Ownership Plan agrees that it shall not increase - --------- its holdings of Common Stock by more than 33% of the outstanding shares of Class A Common Stock in any three-year period, unless the Company's independent directors approve the purchase of a greater amount. 14. Miscellaneous. ------------- (a) All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. (b) All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered by hand or sent by first class registered mail, postage prepaid, or reputable overnight courier service and shall be deemed given when so delivered by hand, or if mailed, three days after mailing (one business day in the case of overnight courier service), addressed as follows: if to the Company: Interep National Radio Sales, Inc. 100 Park Avenue New York, New York 10017 Telephone: (212) 916-0700 Attn: Mr. William J. McEntee, Jr. -12- with copies to: Salans Hertzfeld Heilbronn Christy & Viener 620 Fifth Avenue New York, New York 10020 Telephone: (212) 632-5500 Attn: Laurence S. Markowitz, Esq. if to the Holders: c/o Interep National Radio Sales, Inc. 100 Park Avenue New York, New York 10017 Telephone: (212) 916-0700 Attn: Mr. Ralph C. Guild, Trustee with copies to: Ludwig, Goldberg & Krenzel 50 California Street 36/th/ Floor San Francisco, CA 94111 Telephone: (415) 591-5200 Attn: Lawrence Goldberg, Esq. or, in any case, at such other address or addresses as shall have been furnished in writing to the Company, in the case of a Holder or to the Holders, in the case of the Company. (c) This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except in writing. The Company shall not grant any registration rights to any other person without your consent. (e) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -13- Please indicate your acceptance of the foregoing, by signing and returning the enclosed counterpart of this letter, whereupon this letter (herein sometimes called "this Agreement") shall be a binding agreement between the Company and you. Very truly yours, INTEREP NATIONAL RADIO SALES, INC. By:/s/ William J. McEntee, Jr. -------------------------------------- William J. McEntee, Jr. Vice President AGREED TO AND ACCEPTED as of the date first above written INTEREP EMPLOYEE STOCK OWNERSHIP PLAN By:/s/ Ralph C. Guild --------------------------------- Ralph C. Guild Trustee INTEREP STOCK GROWTH PLAN By:/s/ Ralph C. Guild --------------------------------- Ralph C. Guild Trustee -14- EX-2 3 LOCK-UP AGREEMENT STOCK PLANS EXHIBIT 2 Lock-Up Agreement - Stock Plans BancBoston Robertson Stephens Inc. Bear Stearns & Co. Inc. HCFP/Brenner Securities, LLC SPP Capital Partners, LLC As Representatives of the Several Underwriters c/o BancBoston Robertson Stephens Inc. 555 California Street, Suite 2600 San Francisco, California 94104 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 bonafide 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 Robertson Stephens Inc., for a period commencing on the date hereof and continuing to t adate 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 Robertson Stephens 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 EMPLOYEE STOCK OWNERSHIP PLAN /s/ Ralph C. Guild By: ___________________________________ Ralph C. Guild, Trustee -----END PRIVACY-ENHANCED MESSAGE-----