A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT DATED AS OF JULY 2, 1998 BY AND AMONG INTEREP NATIONAL RADIO SALES, INC. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO ANDRegistration Rights Agreement • August 4th, 1998 • Interep National Radio Sales Inc • New York
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of June 7, 2002, among INTEREP NATIONAL RADIO SALES, INC., a New York corporation (the "Company"), and the parties listed on Exhibit A to this Agreement (together, the "Purchasers"). W I T N...Stock Purchase Agreement • July 8th, 2002 • Interep National Radio Sales Inc • Radio broadcasting stations
Exhibit 10.6 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of November 7, 2002, by and among Interep National Radio Sales, Inc. ("Interep"), McGavren Guild, Inc., Interep New Media, Inc. and Interep Interactive, Inc. (each a "Pledgor," collectively the...Pledge Agreement • November 13th, 2002 • Interep National Radio Sales Inc • Radio broadcasting stations • New York
EXHIBIT 4.4 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of March 22, 1999, among American Radio Sales, Inc. (the "Guaranteeing Subsidiary"), a subsidiary of Interep National Radio Sales, Inc. (or its...Supplemental Indenture • March 31st, 1999 • Interep National Radio Sales Inc • Radio broadcasting stations • New York
SERIES A AND SERIES B 10% SENIOR SUBORDINATED NOTES DUE 2008 INDENTURE ---------------------------Indenture • August 4th, 1998 • Interep National Radio Sales Inc • New York
Exhibit 1 Underwriting AgreementUnderwriting Agreement • December 8th, 1999 • Interep National Radio Sales Inc • Radio broadcasting stations • New York
Section 4. In consideration of the services to be provided by Media to Interep pursuant to this Agreement, Interep shall pay annual fees to Media as follows: Contract Year Annual Fee ------------- ---------- 1 $2,580,000 2 $2,820,000 3 $2,961,000 4...Services Agreement • March 31st, 1999 • Interep National Radio Sales Inc • Radio broadcasting stations
EXHIBIT 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT (the "Security Agreement"), dated as of July 2, 1998, among INTEREP NATIONAL RADIO SALES, INC., (the "Company"), MCGAVREN GUILD, INC., D&R RADIO, INC., CBS RADIO SALES, INC., ALLIED RADIO...Security Agreement • August 4th, 1998 • Interep National Radio Sales Inc • Massachusetts
Exhibit 10.35 INDEMNIFICATION AGREEMENT AGREEMENT, dated as of __________________, between INTEREP NATIONAL RADIO SALES, INC., a New York corporation (the "Company"), and ______________________ ("Indemnitee"). W I T N E S S E T H: -------------------...Indemnification Agreement • October 1st, 1999 • Interep National Radio Sales Inc • Radio broadcasting stations • New York
GUARANTYGuaranty • November 13th, 2002 • Interep National Radio Sales Inc • Radio broadcasting stations • New York
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT To the Purchasers Named in the Purchase Agreement referred to below Ladies and Gentlemen: This shall confirm that, in consideration of your purchase on or prior to the date hereof of an aggregate of shares of...Registration Rights Agreement • May 15th, 2002 • Interep National Radio Sales Inc • Radio broadcasting stations
100,000,000 10% Senior Subordinated Notes due 2008Purchase Agreement • August 4th, 1998 • Interep National Radio Sales Inc • New York
Exhibit 10 ACQUISITION AGREEMENTAcquisition Agreement • December 27th, 2000 • Interep National Radio Sales Inc • Radio broadcasting stations • New York
Exhibit 10.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of , 2002, among INTEREP NATIONAL RADIO SALES, INC., a New York corporation (the "Company"), and the parties listed on Exhibit A to this Agreement (together, the "Purchasers"). W...Stock Purchase Agreement • May 15th, 2002 • Interep National Radio Sales Inc • Radio broadcasting stations
W I T N E S S E T H: ------------------- WHEREAS, the Company granted Optionee a non-qualified stock option on January 1, 1991 to purchase 5,000 shares of the Common Stock of the Company, par value $.04 per share, at a price of $57.9082 per share,...Stock Option Agreement • December 8th, 1999 • Interep National Radio Sales Inc • Radio broadcasting stations
WHEREAS, in order to assure the continuing services of Optionee to the Company, on December 29, 1995, the Board of Directors of the Company resolved to extend the term of the Option; and
EXHIBIT 10.5 AGREEMENT OF LEASELease Agreement • August 4th, 1998 • Interep National Radio Sales Inc • York
EXHIBIT 10.4 STOCK PLEDGE AGREEMENT This STOCK PLEDGE AGREEMENT (the "Agreement"), dated as of July 2, 1998, by INTEREP NATIONAL RADIO SALES, INC. (the "Company") in favor of BANKBOSTON, N.A., (the "Agent"), as administrative agent for the Lenders...Stock Pledge Agreement • August 4th, 1998 • Interep National Radio Sales Inc • Massachusetts
Exhibit 10.2 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of November 7, 2002 by Interep National Radio Sales, Inc. ("Interep" or the "Borrower") and each of the other entities listed on the signature pages hereof (Borrower and each such entity a...Security Agreement • November 13th, 2002 • Interep National Radio Sales Inc • Radio broadcasting stations • New York
W I T N E S S E T H: -------------------Option Agreement • December 8th, 1999 • Interep National Radio Sales Inc • Radio broadcasting stations
WHEREAS, the Company granted Optionee a non-qualified stock option on December 31, 1988 to purchase 10,000 shares of the Common Stock of the Company, par value $.04 per share, at a price of $32.62 per share, expiring on August 31, 1991 (the "Option"); ------
Exhibit 10.5 Trademark Security Agreement Trademark Security Agreement, dated as of November 7, 2002, by Interep National Radio Sales, Inc. (the "Borrower" or "Interep") and each of the other entities listed on the signature pages hereof or which...Trademark Security Agreement • November 13th, 2002 • Interep National Radio Sales Inc • Radio broadcasting stations
EXHIBIT 10.14 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement, dated as of January 1, 1991, between INTEREP NATIONAL RADIO SALES, INC., a New York corporation (the "Company"), and MARC G. GUILD ("Guild"), W I T N E S S E T H: - - -...Employment Agreement • August 4th, 1998 • Interep National Radio Sales Inc • New York
ARTICLE I AMENDMENT TO CREDIT AGREEMENTRevolving Line of Credit Agreement • August 16th, 1999 • Interep National Radio Sales Inc • Radio broadcasting stations • Massachusetts
JOINT FILING AGREEMENTJoint Filing Agreement • July 8th, 2002 • Interep National Radio Sales Inc • Radio broadcasting stations
The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13D, to which this Joint Filing Agreement is filed as an exhibit, are filed on behalf of each of them.
by and amongCredit Agreement • November 13th, 2002 • Interep National Radio Sales Inc • Radio broadcasting stations • New York
W I T N E S S E T H: -------------------Employment Agreement • August 4th, 1998 • Interep National Radio Sales Inc
Exhibit 10.4 SENIOR SECURED NOTESenior Secured Note • November 13th, 2002 • Interep National Radio Sales Inc • Radio broadcasting stations
This Note is a Senior Secured Note issued pursuant to that certain Agreement dated as of November 7, 2002 among Company, certain Subsidiaries of the Company, Lender and Guggenheim Investment Management, LLC, as Collateral Agent (the "Agreement"), to which reference is hereby made for a statement of all of the terms and conditions under which the loan evidenced hereby is made. All capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to them in the Agreement.
WITNESSETHAccession Agreement • August 16th, 1999 • Interep National Radio Sales Inc • Radio broadcasting stations • Massachusetts
EXHIBIT 10.20 INTEREP NATIONAL RADIO SALES, INC. ---------------------------------- NON-QUALIFIED STOCK OPTION -------------------------- For valuable consideration, receipt of which is hereby acknowledged, INTEREP NATIONAL RADIO SALES, INC., a New...Non-Qualified Stock Option Agreement • August 4th, 1998 • Interep National Radio Sales Inc
For valuable consideration, receipt of which is hereby acknowledged, INTEREP NATIONAL RADIO SALES, INC., a New York corporation (the "Company"), hereby grants to Marc G. Guild, who resides at 45 Ellison Avenue, Bronxville, New York 10708 (the "Optionee"), a non-qualified stock option ("Option"), subject to the terms and conditions hereof, to purchase from the Company an aggregate of 5,000 shares of the Common Stock of the Company, par value $.04 per share (the "Common Stock"), at the price of $57.9082 per share (the "Option Price"), such option to be exercisable as set forth below on or before the day (the "Termination Date") preceding the tenth anniversary of the date hereof. The Company shall give the Optionee written notice of his rights under this Option on a date no earlier than twelve months prior to, and no later than 6 months prior to, the Termination Date.
Exhibit 10.5 AMENDED AND RESTATED SERVICES AGREEMENT AMENDMENT AND RESTATEMENT, dated as of January 2, 2001, of the AGREEMENT, dated as of June 1, 1997 (as amended by Amendments dated as of July 1, 1997 and March 25, 1999, the "Agreement"), between...Services Agreement • April 2nd, 2001 • Interep National Radio Sales Inc • Radio broadcasting stations • New York
UNDER THETrust Agreement • August 4th, 1998 • Interep National Radio Sales Inc • New York
THIS WARRANT AND THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN INTEREP NATIONAL RADIO SALES, INC. WARRANT TO PURCHASE CLASS A COMMON STOCK ISSUE DATE: JUNE 26, 2002 This certifies...Warrant Agreement • July 8th, 2002 • Interep National Radio Sales Inc • Radio broadcasting stations • New York
EXHIBIT 10.18 INTEREP NATIONAL RADIO SALES, INC. ---------------------------------- NON-QUALIFIED STOCK OPTION -------------------------- For valuable consideration, receipt of which is hereby acknowledged, INTEREP NATIONAL RADIO SALES, INC., a New...Non-Qualified Stock Option Agreement • August 4th, 1998 • Interep National Radio Sales Inc
For valuable consideration, receipt of which is hereby acknowledged, INTEREP NATIONAL RADIO SALES, INC., a New York corporation (the "Company"), hereby grants to Ralph C. Guild, who resides at 142 South County Road, Palm Beach, Florida 33480 (the "Optionee"), a non-qualified stock option ("Option"), subject to the terms and conditions hereof, to purchase from the Company an aggregate of 10,000 shares of the Common Stock of the Company, par value $.04 per share (the "Common Stock"), at the price of $57.9082 per share (the "Option Price"), such option to be exercisable as set forth below on or before the day (the "Termination Date") preceding the tenth anniversary of the date hereof. The Company shall give Optionee written notice of his rights under this Option on a date no earlier than twelve months prior to, and no later than 6 months prior to, the Termination Date.
PLEDGE AMENDMENTPledge Amendment • August 16th, 1999 • Interep National Radio Sales Inc • Radio broadcasting stations
This Pledge Amendment, dated as of March 15, 1999, is delivered pursuant to Section 5(b) of the Stock Pledge Agreement, dated as of July 2, 1998 (the "Agreement"; capitalized terms defined in the Agreement being used herein as therein defined), by the undersigned in favor of BankBoston, N.A., as Agent. The undersigned hereby agrees that this Pledge Amendment may be attached to the Agreement, and that the Pledged Shares listed on this Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall secure all Secured Obligations. Nothing contained in this Pledge Amendment shall be deemed or construed to (i) release or impair any of the Pledged Shares or other Pledged Collateral existing in favor of the Agent as of the date hereof, or (ii) waive or limit any right or remedy of the Agent or the Lenders under the Agreement or with respect to any such Pledged Shares or Pledged Collateral.
WITNESSETH:Supplemental Income Agreement • August 4th, 1998 • Interep National Radio Sales Inc • New York
AGREEMENTShare Purchase Agreement • August 4th, 1998 • Interep National Radio Sales Inc
