EXHIBIT 10.13
AMENDMENT NO. 2 TO
SERVICES AGREEMENT
AMENDMENT, dated as of March 25, 1999, to the AGREEMENT, dated as of
June 1, 1997 (as amended by an Amendment, dated as of July 1, 1997, the
"Agreement"), between INTEREP NATIONAL RADIO SALES, INC., a New York corporation
("Interep"), and MEDIA FINANCIAL SERVICES, INC., a Florida corporation
("Media").
W I T N E S S E T H:
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WHEREAS, Interep and Media are parties to the Agreement, and wish,
pursuant to Section 2(m), the second paragraph of Section 4 and Section 5 of the
Agreement, to modify the Agreement to increase the compensation payable to Media
in light of its (i) new responsibilities and attendant costs with regard to
financial reporting due to the completion of Interep's Rule 144A note offering,
the registration with the Securities and Exchange Commission of notes which were
exchanged for such Rule 144A notes and the subsequent preparation and filing of
periodic reports required under the federal securities laws and (ii) increased
duties and attendant costs due to Interep's entry into representation contracts
with the CBS and ABC station groups (such increased responsibilities and duties
are referred to together as the "Additional Services");
NOW, THEREFORE, the parties agree that the Agreement is amended as set
forth below:
1. Definitions. Capitalized terms used in this Amendment have the
meanings given to them in the Agreement.
2. Effective Date. This Amendment shall be effective as of June 1,
1998.
3. Fees. In order to reflect the costs attendant on providing the
Additional Services, which costs are set forth in Exhibit A to this Amendment
(which shall also be Schedule B to the Agreement, as amended), the fees payable
by Interep to Media in years 2, 3, 4 and 5 of the Term shall be increased by
$240,000 per year. Accordingly, Section 4 of the Agreement is amended to read
in its entirety as follows:
"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 $3,109,050
5 $3,264,503
Schedule A illustrates how the initial annual fee was calculated and
Schedule B illustrates how the annual fees for succeeding years were
calculated. If the Term is extended beyond five years, Media's fees shall
be in such amounts as the parties shall agree. All annual fees shall be
payable, in advance, in 24 equal semi-monthly installments (initially
$107,500 per installment) on the first and 16th days of each month. Media
shall render invoices for such monthly fees to Interep at least five days
prior to the scheduled payment dates. Media shall be responsible for the
payment of any sales, use or similar taxes, if any, that may be payable
with respect to the services it provides pursuant to this Agreement.
Further, if pursuant to clause (m) of Section 2, Media provides
additional services to Interep, or Interep forms or acquires an additional
subsidiary, business segment or business, with the result that Media must
expand its personnel, office space or facilities, the parties shall in good
faith negotiate and agree on an appropriate increase in Media's fee to take
the reasonable, additional costs of such expansion into account.
If Media finds, initiates or otherwise arranges for financing for
Interep, or is able to reduce the charges of any firm which provides or
arranges for such financing, Interep shall pay Media a fee for its
financing activities, or an incentive for its cost savings, as the case may
be, and as the parties shall agree."
4. Savings Clause. In all other respects, the Agreement shall
continue unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
INTEREP NATIONAL RADIO SALES, INC.
By /s/ Xxxxx X. Guild
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Xxxxx X. Guild
Chairman of the Board
MEDIA FINANCIAL SERVICES, INC.
By /s/ Xxxxxxx X. XxXxxxx, Xx.
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Xxxxxxx X. XxXxxxx, Xx.
President
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