Exhibit 10.4
SENIOR SECURED NOTE
$10,000,000 New York, New York
November 7, 2002
FOR VALUE RECEIVED, the undersigned, INTEREP NATIONAL RADIO SALES,
INC., a New York corporation ("Company"), hereby unconditionally PROMISES TO PAY
to the order of UPPER COLUMBIA CAPITAL COMPANY, LLC, ("Lender"), at the office
of Lender, at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other
place as the holder of this Senior Secured Note (this "Note") may designate from
time to time in writing, in lawful money of the United States of America and in
immediately available funds, the principal amount of TEN MILLION DOLLARS
($10,000,000), together with interest on the unpaid principal amount of this
Note outstanding from time to time from the date hereof, at the rate provided in
the Agreement (as hereinafter defined).
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.
The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Agreement and, if not
sooner paid in full, on November 7, 2007. Interest thereon, at a rate per annum
equal to 8.125%, shall be paid, in cash, quarterly in arrears on the first day
of each fiscal quarter commencing on January 1, 2003, through the date of
repayment in full.
If any payment on this Note becomes due and payable on a day other than
a Business Day, the maturity thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension.
Upon and after the occurrence of an Event of Default, this Note may, as
provided in the Agreement, and without demand, notice or legal process of any
kind, be declared, and immediately shall become, due and payable.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Company.
This Note has been executed, delivered and accepted at New York, New
York and shall be interpreted, governed by and construed in accordance with, the
laws of the State of New York.
INTEREP NATIONAL RADIO SALES, INC.
By: /s/ Xxxxxxx X. XxXxxxx, Xx.
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Name: Xxxxxxx X. XxXxxxx, Xx.
Title: Chief Financial Officer and
Senior Vice President
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