-----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, GAY2jX2au7cdMiHH10Q2ilH8X3ibib+N6SNAjdf+Q3YMReIklDGt65zAxx1FNzWT /ia9SxMnNUSr8/8KQM1kaQ== 0000950130-02-004900.txt : 20020709 0000950130-02-004900.hdr.sgml : 20020708 20020708164519 ACCESSION NUMBER: 0000950130-02-004900 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20020708 GROUP MEMBERS: EOS PARTNERS SBIC II, L.P. GROUP MEMBERS: EOS PARTNERS(OFFSHORE) L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EOS PARTNERS LP CENTRAL INDEX KEY: 0000927020 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: EOS PARTNERS LP STREET 2: 320 PARK AVENUE 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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: 1934 Act SEC FILE NUMBER: 005-57317 FILM NUMBER: 02698041 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 SC 13D 1 dsc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 INTEREP NATIONAL RADIO SALES, INC. (NAME OF ISSUER) CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 45866V109 (CUSIP NUMBER) STEVEN M. FRIEDMAN EOS PARTNERS, L.P. 320 PARK AVENUE, 22ND FLOOR NEW YORK, NEW YORK 10022 (212) 832-5806 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) JUNE 26, 2002 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Schedule 240.13d-1(e), Schedule 240.13d-1(F) or Schedule 240.13d-1(g), check the following box. [_] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Schedule 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 45866V109 SCHEDULE 13D (1) Names of Reporting Person's I.R.S. Identification Nos. of Above Persons (entities only). Eos Partners, L.P. - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) OO (SEE ITEM 3) - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Eos Partners, L.P. ("Eos Partners") is a limited partnership organized under the laws of the State of Delaware - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 78,125 Shares Bene- ------------------------------------------------------------- ficially Owned by (8) Shared Voting Power 0 Each ------------------------------------------------------------- Reporting Person With (9) Sole Dispositive Power 78,125 ------------------------------------------------------------- (10) Shared Dispositive Power 0 ------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 78,125 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 1.5% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- 2 CUSIP NO. 45866V109 SCHEDULE 13D (1) Names of Reporting Person's I.R.S. Identification Nos. of Above Persons (entities only). Eos Partners SBIC II, L.P. - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) OO (SEE ITEM 3) - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Eos Partners SBIC II, L.P. ("Eos SBIC II") is a limited partnership organized under the laws of the State of Delaware - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 1,435,000 Shares Bene- ------------------------------------------------------------- ficially Owned by (8) Shared Voting Power 0 Each ------------------------------------------------------------- Reporting Person With (9) Sole Dispositive Power 1,435,000 ------------------------------------------------------------- (10) Shared Dispositive Power 0 ------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,435,000 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 21.8% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- 3 CUSIP NO. 45866V109 SCHEDULE 13D (1) Names of Reporting Person's I.R.S. Identification Nos. of Above Persons (entities only). Eos Partners (Offshore) L.P. - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) OO (SEE ITEM 3) - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Eos Partners (Offshore) L.P. ("Eos Offshore") is a limited partnership organized under the laws of the Cayman Islands - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 49,375 Shares Bene- ------------------------------------------------------------- ficially Owned by (8) Shared Voting Power 0 Each ------------------------------------------------------------- Reporting Person With (9) Sole Dispositive Power 49,375 ------------------------------------------------------------- (10) Shared Dispositive Power 0 ------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 49,375 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 1.0% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- 4 SCHEDULE 13D RELATING TO THE CLASS A COMMON STOCK OF INTEREP NATIONAL RADIO SALES, INC. Item 1. Security and Issuer. The class of equity securities to which this statement relates is 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 "Issuer"). The address of the principal executive offices of the Issuer is 100 Park Avenue, New York, New York 10017. Item 2. Identity and Background. (a) - (c) The principal business of Eos Partners, L.P., a Delaware limited partnership ("Eos Partners"), is investments. The general partners of Eos Partners are Steven M. Friedman and Brian D. Young, and their principal occupation is serving as the general partners of Eos Partners. The executive offices of Eos Partners and Messrs. Young and Friedman are located at 320 Park Avenue, 22nd Floor, New York, New York 10022. Eos Partners SBIC II, L.P. ("Eos SBIC II") is a Delaware limited partnership with its principal executive offices at 320 Park Avenue, 22nd Floor, New York, New York 10022. The principal business of Eos SBIC II is investments. Eos SBIC General II, L.P. ("Eos SBIC General II") is the general partner of Eos SBIC II. The principal business of Eos SBIC General II, a Delaware limited partnership, is serving as the general partner of Eos SBIC II. The principal executive offices of Eos SBIC General II are at 320 Park Avenue, 22nd Floor, New York, New York 10022. Eos SBIC II, Inc. ("Eos SBIC II Inc.") is the general partner of Eos SBIC General II. The principal business of Eos SBIC II Inc., a Delaware corporation, is serving as the general partner of Eos SBIC General II. The principal executive offices of Eos SBIC II Inc. are at 320 Park Avenue, 22nd Floor, New York, New York 10022. The name, business address and present occupation or employment of each of the executive officers and directors of Eos SBIC II Inc. are set forth below: Name and Business Address Capacity in Which Principal Occupation - ------------------------- ----------------- -------------------- Serves Eos SBIC II Inc. ----------------------- Brian D. Young Chairman and Secretary General Partner of Eos 320 Park Avenue, 22nd Floor Partners New York, New York 10022 Steven M. Friedman President and Treasurer General Partner of 320 Park Avenue, 22nd Floor Eos Partners New York, New York 10022 Eos Partners (Offshore) L.P. ("Eos Offshore") is a Cayman Islands exempted limited partnership with its principal executive offices at P.O. Box 309, Ugland House, South Church Street, Georgetown, Grand Cayman, Cayman Islands. The principal business of Eos Offshore is investments. Eos General, LLC is the general partner of Eos Offshore. The principal business of Eos General, LLC, a Delaware limited liability company, is serving as the ultimate general partner of Eos Offshore. The managing members of Eos General, LLC are Steven M. Friedman and Brian D. Young and their principal occupation is serving as the general partners of Eos Partners. The executive offices of Eos General, LLC and Messrs. Friedman and Young are located at 320 Park Avenue, 22nd Floor, New York, New York 10022. (d) During the last five years, none of the parties listed in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the parties listed in this Item 2 was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting of mandatory activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Brian D. Young and Steven M. Friedman are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. On June 26, 2002, the Issuer closed a transaction pursuant to which the Issuer issued and sold to Eos Partners, Eos SBIC II and Eos Offshore (each, an "Eos Entity" and collectively, the "Eos Entities") an aggregate of 50,000 shares of the Issuer's Series A Convertible Preferred Stock $0.01 par value per share (the "Preferred Stock") and warrants (the "Warrants") to purchase up to 312,500 shares of the Issuer's Class A Common Stock in exchange for $5,000,000 paid by the Eos Entities. The Preferred Stock is convertible by the Eos Entities at any time into the number of shares of Class A Common Stock equal to the liquidation preference divided by the conversion price, which liquidation preference and conversion price are $100.00 and $4.00, respectively, on the date hereof. The Warrants are exercisable by the Eos Entities at any time from and after June 26, 2002 through June 26, 2007 for a current exercise price of $4.00 per share. In connection with the transaction, the Issuer entered into a Registration Rights Agreement dated as of June 26, 2002 with the Eos Entities providing for certain registration rights with respect to the Class A Common Stock issuable to the Eos Entities upon conversion of the Preferred Stock and/or exercise of the Warrants. This summary of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the text of the Registration Rights Agreement, which is filed as Exhibit 3 hereto and incorporated herein by reference. The funds provided by Eos Partners for the acquisition of the Issuer's equity securities were obtained from Eos Partners' contributed capital, which includes funds that are held available for such purpose. The funds provided by Eos SBIC II for the acquisition of the Issuer's equity securities were obtained from Eos SBIC II's contributed capital, which includes funds that are held available for such purpose. The funds provided by Eos Offshore for the acquisition of the Issuer's equity securities were obtained from Eos Offshore's contributed capital, which includes funds that are held available for such purpose. Each of the Eos Entities disclaims that it is a member of a group with any other persons either for purposes of this Schedule 13D or for any other purpose related to its beneficial ownership of the Issuer's equity securities. Item 4. Purpose of Transaction. The acquisition of the Issuer's equity securities has been made by the Eos Entities for investment purposes. Although none of the Eos Entities has a present intention to do so, each of the Eos Entities may make additional purchases of the Issuer's Class A Common Stock or other equity securities of the Issuer either in the open market or in privately negotiated transactions, including transactions with the Issuer, depending on an evaluation of the Issuer's business prospects and financial condition, the market for the Class A Common Stock and other equity securities, other available investment opportunities, money and stock market conditions and other future developments. Depending on these factors, each of the Eos Entities may decide to sell all or part of its holdings of the Class A Common Stock or other equity securities in one or more public or private transactions. Except as set forth in this Schedule 13D, none of the Eos Entities has a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, each of the Eos Entities reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, or other transactions which might have the effect of causing the Class A Common Stock to cease to be listed on the NASDAQ National Market System or causing the Class A Common Stock to become eligible for termination of registration under section 12(g) of the Securities Exchange Act of 1934, as amended. Item 5. Interest in Securities of the Issuer. (a) The aggregate number of equity securities to which this Schedule 13D relates is 1,562,500 shares, representing approximately 23.3% of the 6,714,901 shares outstanding. This latter number of shares is arrived at by adding the number of shares reported as being outstanding in the Issuer's most recent Form 10-Q for the quarter ended March 31, 2002 (5,152,401 shares) to the number of shares which would be receivable by the Eos Entities if they were to convert all of the Preferred Stock and exercise all of the Warrants held by them (1,562,500 shares). The following table describes the number of shares of Class A Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants, as well as the percentage of outstanding Class A Common Stock held by each Eos Entity (on an as-converted, as-exercised basis). The percentage ownership is determined by dividing the total number of shares held by each entity by the sum of (x) the total number of shares held by each entity and (y) the number of shares reported as being outstanding in the Issuer's most recent Form 10-Q for the quarter ended March 31, 2002 (5,152,401 shares). - -------------------------------------------------------------------------------- Name Preferred Warrants Total Percent ---- --------- -------- ----- -------- Stock Ownership ----- --------- - -------------------------------------------------------------------------------- Eos Partners 62,500 15,625 78,125 1.5% - -------------------------------------------------------------------------------- Eos SBIC II 1,148,000 287,000 1,435,000 21.8% - -------------------------------------------------------------------------------- Eos Offshore 39,500 9,875 49,375 1.0% - -------------------------------------------------------------------------------- (b) Eos Partners. Eos Partners has the sole power to vole or direct the vote and to dispose or direct the disposition of the 78,125 shares of Class A Common Stock held by it (assuming the conversion of the Preferred Stock and exercise of the Warrant owned by it). Eos Partners, as the sole stockholder of Eos SBIC II Inc., which is the general partner of Eos SBIC General II, which is the general partner of Eos SBIC II, may also be deemed to have the power to vote and direct the vote or to dispose or direct the disposition of the 1,435,000 shares of Class A Common Stock owned by Eos SBIC II (assuming the conversion of the Preferred Stock and exercise of the Warrant owned by Eos SBIC II). Eos Partners disclaims beneficial ownership of any shares of Class A Common Stock owned by Eos SBIC II (assuming the conversion of the Preferred Stock and exercise of the Warrant owned by Eos SBIC II) except to the extent of its pecuniary interest therein, if any. Eos SBIC II. Eos SBIC II has the sole power to vole or direct the vote and to dispose or direct the disposition of 1,435,000 shares of Class A Common Stock (assuming the conversion of the Preferred Stock and exercise of the Warrant owned by it). Eos Offshore. Eos Offshore has the sole power to vole or direct the vote and to dispose or direct the disposition of 49,375 shares of Class A Common Stock (assuming the conversion of the Preferred Stock and exercise of the Warrant held by it). Eos SBIC General II. Eos SBIC General II may be deemed to have the power to vote and direct the vote or to dispose or direct the disposition of the 1,435,000 shares of Class A Common Stock owned by Eos SBIC II (as its general partner) (assuming the conversion of the Preferred Stock and exercise of the Warrant owned by Eos SBIC II). Eos SBIC General II disclaims beneficial ownership of any shares of Class A Common Stock owned by Eos SBIC II (assuming the conversion of the Preferred Stock and exercise of the Warrant owned by Eos SBIC II) except to the extent of its pecuniary interest therein, if any. Eos SBIC II Inc. Eos SBIC II Inc. may be deemed to have the power to vote and direct the vote or to dispose or direct the disposition of the 1,435,000 shares of Class A Common Stock owned by Eos SBIC General II (as its general partner) (assuming the conversion of the Preferred Stock and exercise of the Warrant owned by Eos SBIC II). Eos SBIC II Inc. disclaims beneficial ownership of any shares of Class A Common Stock owned by Eos SBIC General II (assuming the conversion of the Preferred Stock and exercise of the Warrant owned by Eos SBIC II) except to the extent of its pecuniary interest therein, if any. Eos General, LLC. Eos General, LLC may be deemed to have the power to vote and direct the vote or to dispose or direct the disposition of the 49,375 shares of Class A Common Stock owned by Eos Offshore (as its general partner) (assuming the conversion of the Preferred Stock and exercise of the Warrant owned by Eos Offshore). Eos General, LLC disclaims beneficial ownership of any shares of Class A Common Stock owned by Eos Offshore (assuming the conversion of the Preferred Stock and exercise of the Warrant owned by Eos Offshore) except to the extent of its pecuniary interest therein, if any. Brian D. Young. Mr. Young may be deemed to have the power to vote and direct the vote or to dispose or direct the disposition of the 78,125 shares of Class A Common Stock owned by Eos Partners (as one of its general partners), the 1,435,000 shares of Class A Common Stock owned by Eos SBIC II (as a general partner of Eos Partners, which is the sole stockholder of Eos SBIC II Inc., which is the general partner of Eos SBIC General II, which is the general partner of Eos SBIC II) and the 49,375 shares of Class A Common Stock owned by Eos Offshore (as a managing member of Eos General, LLC, which is the general partner of Eos Offshore) (assuming the conversion of the Preferred Stock and exercise of the Warrants owned by Eos Partners, Eos SBIC II and Eos Offshore). Mr. Young disclaims beneficial ownership of any shares of Class A Common Stock (assuming the conversion of the Preferred Stock and exercise of the Warrants owned by Eos Partners, Eos SBIC II and Eos Offshore) except to the extent of his pecuniary interest therein, if any. Steven M. Friedman. Mr. Friedman may be deemed to have the power to vote and direct the vote or to dispose or direct the disposition of the 78,125 shares of Class A Common Stock owned by Eos Partners (as one of its general partners), the 1,435,000 shares of Class A Common Stock owned by Eos SBIC II (as a general partner of Eos Partners, which is the sole stockholder of Eos SBIC II Inc., which is the general partner of Eos SBIC General II, which is the general partner of Eos SBIC II) and the 49,375 shares of Class A Common Stock owned by Eos Offshore (as a managing member of Eos General, LLC, which is the general partner of Eos Offshore) (assuming the conversion of the Preferred Stock and exercise of the Warrants owned by Eos Partners, Eos SBIC II and Eos Offshore). Mr. Friedman disclaims beneficial ownership of any shares of Class A Common Stock (assuming the conversion of the Preferred Stock and exercise of the Warrants owned by Eos Partners, Eos SBIC II and Eos Offshore) except to the extent of his pecuniary interest therein, if any. (c) None of the Eos Entities effected any transactions in the Class A Common Stock during the past sixty days other than as described herein. (d) Except as otherwise described herein, no person other than the reporting persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock deemed to be beneficially owned by the reporting persons. (e) It is inapplicable for the purposes herein to state the date on which a party ceased to be the owner of more than five percent (5%) of the Class A Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the persons or entities described in Item 2 or between such persons or entities and any other person with respect to the shares of Class A Common Stock owned by the Eos Entities (assuming the conversion of the Preferred Stock and the exercise of the Warrants). Item 7. Material to be Filed as Exhibits. Exhibit 1 Joint Filing Agreement dated as of July __, 2002, among Eos Partners, Eos SBIC II and Eos Offshore. Exhibit 2 Purchase Agreement dated as of June 7, 2002, among the Issuer and the Eos Entities. Exhibit 3 Registration Rights Agreement dated as of June 26, 2002, among the Issuer and the Eos Entities. Exhibit 4 Warrant dated as of June 26, 2002, by the Issuer in favor of Eos Partners. Exhibit 5 Warrant dated as of June 26, 2002, by the Issuer in favor of Eos SBIC II. Exhibit 6 Warrant dated as of June 26, 2002, by the Issuer in favor of Eos Offshore. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 3, 2002 EOS PARTNERS, L.P. By: /s/ Steven M. Friedman ----------------------------------------------- Name: Steven M. Friedman ----------------------------------- Title: General Partner ----------------------------------- Date: July 3, 2002 EOS PARTNERS SBIC II, L.P. By: Eos SBIC General II, L.P., its general partner By: Eos SBIC II, Inc., its general partner By: /s/ Steven M. Friedman ----------------------------------------------- Name: Steven M. Friedman ------------------------------------ Title: President ------------------------------------ Date: July 3, 2002 EOS PARTNERS (OFFSHORE), L.P. By: Eos General, LLC, its general partner By: /s/ Steven M. Friedman ----------------------------------------------- Name: Steven M. Friedman ---------------------------------- Title: Managing Member ---------------------------------- EX-1 3 dex1.txt JOINT FILING AGREEMENT EXHIBIT I JOINT FILING AGREEMENT 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. Date: July 3, 2002 EOS PARTNERS, L.P. By: /s/ Steven M. Friedman --------------------------------------------- Name: Steven M. Friedman ------------------------------------ Title: General Partner ------------------------------------ Date: July 3, 2002 EOS PARTNERS SBIC II, L.P. By: Eos SBIC General II, L.P., its general partner By: Eos SBIC II, Inc., its general partner By: /s/ Steven M. Friedman --------------------------------------------- Name: Steven M. Friedman ------------------------------------ Title: President ------------------------------------ Date: July 3, 2002 EOS PARTNERS (OFFSHORE), L.P. By: Eos General, LLC, its general partner By: /s/ Steven M. Friedman --------------------------------------------- Name: Steven M. Friedman ------------------------------------ Title: Managing Member ------------------------------------ EX-2 4 dex2.txt PURCHASE AGREEMENT 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 E S S E T H: - - - - - - - - - - WHEREAS, the Company desires to sell to the Purchasers, and the Purchasers desire to acquire, shares of the Company's Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth below, the parties agree as follows: 1. Purchase and Sale of Shares. 1.1 Purchase and Sale. Subject to the terms and conditions of this ----------------- Agreement, at the Closing (as defined in Section 2), the Company shall issue and sell to the Purchasers, and the Purchasers shall severally purchase from the Company, for an aggregate purchase price of $5,000,000 (the "Purchase Price"), an aggregate of 50,000 shares of the Preferred Stock (the "Shares") and Warrants in form and substance satisfactory to the Company and the Purchasers (the "Warrants") to purchase an aggregate of 312,500 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), at an exercise price of $4.00 per share. The Preferred Stock shall have the designation and the relative powers, rights, preferences and limitations set forth in the Company's Certificate of Amendment of its Restated Certificate of Incorporation filed with the Department of State of the State of New York on May 3, 2002,a copy of which is attached as Exhibit B (the "Certificate of Amendment"). Each Purchaser shall purchase the number of Shares and the number of Warrants, for the portion of the Purchase Price, all as set forth opposite its name in Exhibit A. The Shares shall initially be convertible into 1,250,000 shares of the Class A Common Stock at an initial conversion price of $4.00 per share. 1.2 Free and Clear Delivery. The Company shall issue all of the Shares and ----------------------- the Warrants to Purchasers free and clear of all claims, liens, security interests, charges, encumbrances, interests and restrictions of any kind, except any imposed under the Securities Act of 1933 (the "1933 Act") or the securities registration provisions of any applicable state securities laws. 2. Closing. The closing of the transactions contemplated by Section 1 (the "Closing") shall occur at the offices of Salans Hertzfeld Heilbronn Christy & Viener, 620 Fifth Avenue, New York, New York, 10020 on June 18, 2002 (or such earlier date on which the conditions set forth in Section 3 have been satisfied or waived), at 10:00 a.m. New York City time or at such other time, place or date as the parties may agree. At the Closing, the purchase and sale of the Shares and Warrants referred to in Section 1.1 shall be consummated. At the Closing, the Company shall deliver to each Purchaser a stock certificate and a warrant certificate, registered in the name of such Purchaser, evidencing the Shares and the Warrants being purchased by such Purchaser against such Purchaser's payment of the Purchase Price therefor by certified or bank check made payable to the order of the Company or by wire transfer of immediately available funds to an account designated by the Company. 3. Conditions to Closing. 3.1 Conditions to the Obligations of All Parties. The obligation of each -------------------------------------------- party to consummate the purchase and sale of the Shares and Warrants shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions: (a) No temporary restraining order, preliminary or permanent injunction or other order issued by any court, tribunal or governmental agency or authority or other legal or regulatory restraint or prohibition preventing or impairing the issuance and sale of the Shares or the Warrants shall be in effect. No claim, action, suit, investigation or proceeding shall be pending or threatened against any of the parties which, if adversely determined, would (i) prevent or hinder consummation of the transactions contemplated by this Agreement or (ii) materially and adversely affect the business or assets of the Company. (b) The parties shall have received all material consents of third parties, and any authorizations, orders, grants, consents, permits and approvals of all relevant governmental authorities, required in connection with the consummation of the transactions contemplated under this Agreement, all of which shall continue to be in full force and effect on the date of the Closing. Notwithstanding the foregoing, it is understood that the Company shall file after the Closing, within the time periods allowed under applicable law, a Form D with the Securities and Exchange Commission (the "SEC") and any other relevant state securities commission or authority. 3.2 Conditions to the Obligations of the Company. The obligation of the Company to consummate the purchase and sale of the Shares and the Warrants shall be subject to the satisfaction, at or prior to the Closing, of the following conditions: (a) All of the representations and warranties of the Purchasers set forth in this Agreement shall be true and correct as if made on and as of the date of the Closing (the "Closing Date"). (b) The Purchasers shall have in all material respects fully performed and complied with all agreements and conditions required under this Agreement to be performed or complied by them on or prior to the Closing Date. (c) Each Purchaser shall have delivered to the Company a certificate of one of its officers to the effect set forth in Sections 3.2(a) and (b). (d) Each Purchaser shall have paid the portion of the Purchase Price allocable to such Purchaser as set forth in Exhibit A and in the manner set forth in Section 2. (e) Each Purchaser shall have executed and delivered to the Company a Registration Rights Agreement in form and substance reasonably satisfactory to the Company and the Purchasers (the "Rights Agreement"). 2 (f) The Certificate of Amendment shall have been filed with the Department of State of the State of New York. (g) The Company shall have received confirmation from The Nasdaq Stock Market, Inc. (the "Nasdaq"), in form and substance reasonably satisfactory to the Company, to the effect that, under the Nasdaq's rules and policies, the issuance and sale of the Shares and the Warrants may be made without the approval of the Company's shareholders and without the imposition of conditions or limitations on the Company deemed unduly burdensome by the Company. (h) All corporate and other proceedings taken or to be taken in connection with the transactions contemplated by this Agreement at or before the Closing, and all instruments and other documents incident thereto, shall be satisfactory in form and substance to the Company and its counsel. 3.3 Conditions to the Obligations of the Purchasers. The obligation of the ----------------------------------------------- Purchasers to consummate the purchase and sale of the Shares and the Warrants shall be subject to the satisfaction at or prior to the Closing of the following conditions: (a) All of the representations and warranties of the Company set forth in this Agreement shall be true and correct as if made on and as of the Closing Date. (b) The Company shall have in all material respects fully performed and complied with all agreements and conditions required under this Agreement to be performed or complied by it on or prior to the Closing Date. (c) The Company shall have delivered to each Purchaser a certificate of one of its officers to the effect set forth in Sections 3.3(a) and (b). (d) The Certificate of Amendment shall have been filed with the Department of State of the State of New York and the Company shall have delivered to each Purchaser a copy thereof certified by the Department of State of the State of New York or other reasonably satisfactory evidence of such filing. (e) The Company shall have delivered to each Purchaser a stock certificate representing the Shares, and a warrant certificate representing the Warrants, to be issued and sold to such Purchaser at the Closing. (f) The Company shall have executed and delivered to each of the Purchasers the Rights Agreement. (g) The Purchasers shall have received an opinion of Salans Hertzfeld Heilbronn Christy & Viener in form and substance reasonably satisfactory to the Purchasers. (h) The Purchasers shall have received copies of resolutions of the Company's Board of Directors, certified by the Secretary of the Company, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. 3 (i) The Company shall have delivered to each Purchaser a copy of its Restated Certificate of Incorporation, including the Certificate of Amendment, and By-Laws certified by its Secretary or an Assistant Secretary as true and correct as of the Closing Date. (j) The Company shall have delivered to each Purchaser a certificate of its Secretary or an Assistant Secretary as to the incumbency and signatures of the officers of the Company executing this Agreement, the Rights Agreement, the Warrants and the certificates representing the Shares, together with evidence of the incumbency of such Secretary or Assistant Secretary. (k) The Company shall have delivered to each Purchaser a certificate of the Department of State of the State of New York as to the good standing of the Company in such state, dated as of a date not more than seven days prior to the Closing Date. (l) The Company shall have executed and delivered to each Purchaser for which it is applicable a regulatory side letter and such other forms and documents as are necessary for each Purchaser subject to the rules and regulations of the Small Business Administration to comply therewith. (m) The Purchasers shall have received reasonably satisfactory evidence that, under the Nasdaq's rules and policies, the issuance and sale of the Shares and the Warrants may be made without the approval of the Company's shareholders and without the imposition of conditions or limitations on the Company deemed unduly burdensome by the Purchasers. (n) All corporate and other proceedings taken or to be taken in connection with the transactions contemplated by this Agreement at or before such Closing, and all instruments and other documents incident thereto, shall be satisfactory in form and substance to the Purchasers and their counsel. 4. Waiver of Conditions. Each of the parties shall have the right to waive, in whole or in part, any of the conditions to its performance set forth in this Agreement and, on such waiver, the waiving party may proceed with the consummation of the transactions contemplated herein, it being understood that such waiver shall not constitute a waiver of any right which such party may have by reason of the breach by the other party of any representation, warranty or agreement contained herein, or by reason of any misrepresentation made by such other party herein. 5. Representations and Warranties of the Company. The Company represents and warrants to the Purchasers, on behalf of itself and each of its subsidiaries, as follows: 5.1 Due Incorporation and Qualification. The Company is a corporation duly ----------------------------------- incorporated, validly existing and in good standing under the laws of the State of New York. Each of the Company's subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York or the State of Delaware, as the case may be. The Company and each of its subsidiaries has full corporate power and authority to own, lease and operate its properties and to carry on its business in the places and in the manner currently conducted. The Company and each of its subsidiaries is qualified to do business and is 4 in good standing as a foreign corporation in each jurisdiction in which the nature of the activities conducted by it or the character of the properties owned or leased by it makes such qualification necessary and the failure to so qualify would have a material adverse effect on its business. 5.2 Authority; Authorization; Valid Obligation. The Company has all ------------------------------------------ requisite corporate power and authority to execute and deliver, and to perform under, this Agreement, the Rights Agreement and the Warrants and to consummate the transactions contemplated hereunder and thereunder. Subject to receiving the confirmation referred to in Section 3.2(g), the Company has taken all corporate action necessary for the execution and delivery by it of this Agreement, the Rights Agreement and the Warrants, for the execution and filing with the Department of State of the State of New York of the Certificate of Amendment, and for the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and the Rights Agreement and the Warrants shall, when executed and delivered, constitute, the Company's valid and binding obligations, each enforceable in accordance with its terms, except as may be limited by principles of equity or by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally. 5.3 No Conflicts or Defaults. The execution, delivery and performance of ------------------------ this Agreement, the Rights Agreement and the Warrants by the Company and the consummation of the transactions contemplated hereby and thereby do not and shall not (a) contravene the Restated Certificate of Incorporation or By-Laws of the Company, (b) with or without the giving of notice or the passage of time, (i) materially violate or conflict with, or result in a material breach of, or a material default or loss of rights under, any material agreement, mortgage, indenture, lease, instrument, permit or license to which the Company is a party or by which it or any material portion of its assets are bound or (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest upon any material portion of the assets of the Company, or (c) result in any violation of any law, rule, regulation, order, judgment or decree applicable to the Company or by which it or any material portion of its assets are bound. 5.4 Capitalization. The authorized capital stock of the Company consists of -------------- (i) 20,000,000 shares of the Class A Common Stock, of which there are issued and outstanding on the date hereof 5,152,401 shares, (ii) 10,000,000 shares of the Company's Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"), of which there are issued and outstanding on the date hereof 4,073,891 shares and (iii) 1,000,000 shares of preferred stock, par value $0.01 per share, of which 400,000 shares are designated as the Series A Convertible Preferred Stock, of which there are issued and outstanding 60,000 shares. All of the shares of the Company's capital stock issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive right of shareholders. On the date of the Closing, the Company shall have reserved for issuance all of the shares of the Class A Common Stock issuable on conversion of the Shares or on exercise of the Warrants. As of the date hereof, (i) 4,893,089 shares of the Class A Common Stock are issuable on exercise of employee stock options, (ii) 1,500,000 shares of the Class A Common Stock are issuable on conversion of the 60,000 shares of the Series A Convertible Preferred Stock outstanding on the date hereof and (iii) 375,000 shares of the Class A Common Stock are issuable on exercise of warrants issued in connection with such 60,000 shares of the Series A Convertible Preferred Stock, and the Company has reserved all such shares for issuance on such 5 exercise or conversion. Except as set forth in this Section 5.4 and as contemplated under this Agreement, there are no outstanding options, warrants or rights, commitments or arrangements to acquire any shares of the Company's capital stock or any securities convertible or exercisable into such capital stock and no shares of the Company's capital stock are reserved for any purpose. The Company is not obligated, and has no options or rights, to repurchase, redeem or retire any outstanding shares of its capital stock. The Company is not a party to any shareholders' agreement, voting trust, pledge agreement or buy-sell or right of first offer or refusal arrangements or understandings with respect to any of the Company's capital stock and the Company is not aware of any such arrangements or understandings among other parties. 5.5 Authorizations. No authorization, approval, order, license, permit or -------------- consent of, or filing or registration with, any court or governmental authority, is required in connection with the execution, delivery and performance of this Agreement, the Rights Agreement or the Warrants by the Company, except (i) the filing of the Certificate of Amendment with the Department of State of the State of New York, which was effected on May 3, 2002, (ii) the filing with the Nasdaq of a notice of the transactions contemplated in this Agreement in order to obtain the confirmation referred to in Section 3.2(g), (iii) the filing with the SEC of the Shelf Registration Statement (as defined in the Rights Agreement) and the SEC's declaring it effective and the filing with the Nasdaq of a listing application covering the shares of the Class A Common Stock issuable on conversion or exercise of the Shares and the Warrants and the Nasdaq's approval thereof, (v) the filing of such reports with the SEC under the Securities Exchange Act of 1934 (the "1934 Act") as may be required in connection with the transactions contemplated hereunder and (vi) the filing of a Form D or other applicable forms with the SEC and such state securities authorities as may be relevant. 5.6 SEC Documents. The Company has made available to the Purchasers true ------------- and complete copies of each report, registration statement and definitive proxy statement filed by the Company with the SEC with respect to periods after December 31, 1998 (the "SEC Documents"), which are all of the documents that the Company was required to file since such date. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the applicable rules and regulations of the SEC thereunder, and none of the SEC Documents, at the time of filing of each such document, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company contained in the SEC Documents were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as indicated in the notes thereto or, in the case of unaudited statements, as permitted under applicable rules of the SEC) and present fairly the consolidated financial position of the Company, and the consolidated results of operations and cash flows of the Company, at the dates, and for the periods, indicated. 5.7 Compliance with Law. The Company holds all permits, certificates, ------------------- licenses, approvals and other authorizations of governmental authorities as are materially necessary to the conduct of its business. The Company is in material compliance with the terms of each thereof and has not received any notice or claim pertaining to the failure to obtain any such authorization. To the best of the Company's knowledge, the Company is conducting its 6 business and affairs in material compliance with all applicable federal, state and local laws, ordinances, rules, regulations and court or administrative orders and decrees. 5.8 Litigation. Other than as disclosed in the SEC Documents, there is no ---------- claim, action, suit, proceeding or investigation pending against or affecting the Company or any material portion of its assets, at law or in equity, before any federal, state, local or other governmental authority or any arbitration tribunal or other forum, which would materially adversely affect the Company if adversely determined or which challenges the validity or propriety of the transactions contemplated by this Agreement. There is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or governmental authority against or materially affecting the Company or any material portion of its assets. 5.9 No Defaults; Commitments. Neither the Company nor, to the best of its ------------------------ knowledge, any other party, is in material breach of, or in material default under, any material agreement, lease or instrument to which the Company is a party, and no event has occurred, is pending or, to the best of the Company's knowledge, is threatened, which, after the giving of notice, passage of time or otherwise, could constitute or result in such a material breach or default by the Company. 5.10 Ordinary Course; No Adverse Change. Since December 31, 2001, the ---------------------------------- Company has conducted its business and maintained its properties substantially in the same manner as previously conducted or maintained and solely in the ordinary course. Since such date, there has not been any material adverse change in the business of the Company or the financial or other condition thereof. 5.11 Offering of the Shares. Neither the Company nor any agent acting on ---------------------- its behalf has offered the Shares or the Warrants for sale to, or solicited any offer to buy the Shares or the Warrants from, any party other than Purchasers and a limited number of other institutional "accredited investors" (as such term is used in Regulation D under the 1933 Act. Neither the Company nor any agent acting on its behalf has taken any action which would subject the issuance or sale of the Shares to the provisions of Section 5 of the 1933 Act. 5.12 No Reliance. The Company has not relied on any representation, ----------- warranty or agreement of the Purchasers except as set forth in this Agreement. 5.13 Miscellaneous. No representation or warranty of the Company set forth ------------- in this Agreement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such representation or warranty, in light of the circumstances under which it is made, not false or misleading. 6. Representations, Warranties and Agreements of the Purchasers. Each Purchaser, severally and not jointly, represents and warrants to the Company as follows: 6.1 Due Organization. The Purchaser is a corporation, limited liability ---------------- company, limited partnership or other entity duly incorporated or organized , validly existing and in good standing under the laws of the state of its incorporation or organization. The Purchaser has full corporate or other power and authority to own, lease and operate its properties and to carry on its business in the places and in the manner currently conducted. The Purchaser has not 7 been organized, reorganized or recapitalized specifically for the purpose of investing in the Company. 6.2 Authority; Due Authorization; Valid Obligation. The Purchaser has all ---------------------------------------------- requisite corporate or other power and authority to execute and deliver this Agreement and the Rights Agreement and to consummate the transactions contemplated hereunder and thereunder. Purchaser has taken all corporate or other action necessary for the execution and delivery by it of this Agreement and the Rights Agreement and for the consummation of the transactions contemplated hereby and thereby, and this Agreement constitutes, and the Rights Agreement shall, when executed and delivered, constitute, its valid and binding obligations, each enforceable in accordance with its terms, except as may be limited by principles of equity or by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally. 6.3 Authorizations. No authorization, approval, order, license, permit or -------------- consent of, or filing or registration with, any court or governmental authority, is required in connection with the execution, delivery and performance of this Agreement by the Purchaser. 6.4 Litigation. There is no claim, action, suit, proceeding or ---------- investigation pending against or affecting the Purchaser or any material portion of its assets, at law or in equity, before any federal, state, local or other governmental authority or any arbitration tribunal or other forum, which challenges the validity or propriety of the transactions contemplated by this Agreement. 6.5 Investment Intent. The Purchaser is acquiring the Shares and the ----------------- Warrants and the shares of the Class A Common Stock issuable on conversion or exercise thereof (the "Conversion Shares") for its own account and not with a view to the resale or distribution of all or any part thereof, except pursuant to the Shelf Registration Statement or pursuant to an exemption from registration afforded by the 1933 Act. The Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares, Warrants or Conversion Shares. 6.6 Non-Registration. The Purchaser understands that the Shares and the ---------------- Warrants are not, and the Conversion Shares may not for some period be, registered under the 1933 Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the 1933 Act pursuant to Section 4(2) thereof and Regulation D thereunder, and that the Company's reliance on such exemption is predicated in part on the Purchasers' representations set forth in this Agreement. The Purchaser represents that it is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act. Such Purchaser is, and as of the Closing Date shall be, a resident of the state indicated on Exhibit A. 6.7 Informed Investment. Each Purchaser has reviewed the SEC Documents, and ------------------- has acquired sufficient information about the Company to reach an informed and knowledgeable decision about the purchase of the Shares and the Warrants. Purchaser has had access to information about the Company that it has requested during the course of the 8 transactions contemplated hereunder and has had an opportunity to discuss the business affairs and financial condition of the Company with officers of the Company and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. The Purchaser is able to look after its own interests in the transactions contemplated by this agreement and has the ability to bear the economic risks of an investment in the Shares, Warrants and Conversion Shares. 6.8 Legends. To the extent applicable, each certificate or other document ------- evidencing any of the Shares, Warrants or Conversion Shares shall be endorsed with the legends set forth below, and Purchaser agrees that, except to the extent such restrictions are waived by the Company, Purchaser shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO INTEREP NATIONAL RADIO SALES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR ANOTHER APPLICABLE EXEMPTION. A STATEMENT OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO OR IMPOSED ON EACH CLASS OR SERIES OF CAPITAL STOCK AUTHORIZED TO BE ISSUED AND ON THE HOLDERS THEREOF WILL BE FURNISHED WITHOUT CHARGE TO ANY SHAREHOLDER ON WRITTEN REQUEST TO THE SECRETARY OF INTEREP NATIONAL RADIO SALES, INC." 6.9 Miscellaneous. No representation or warranty of the Purchaser set forth ------------- in this Agreement contains any untrue statement of a material fact or omits any material fact necessary in order to make such representation or warranty, in light of the circumstances under which it is made, not false or misleading. 7. Miscellaneous. 7.1 Expenses. Except as provided in the Rights Agreement, the Company and -------- the Purchasers shall bear and pay, without any right of reimbursement from any other party, all costs, expenses and fees incurred by them or on their behalf incident to the preparation, execution and delivery of this Agreement and the performance of such party's obligations hereunder, whether or not the transactions contemplated by this Agreement are consummated, including, without limitation, the fees and disbursements of attorneys, accountants and consultants employed by such party. 9 7.2 Communications. All notices, consents and other communications given -------------- under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or by Fedex or a similar overnight courier to, (b) seven days after being deposited in any United States post office enclosed in a postage prepaid registered or certified air mail envelope addressed to, or (c) when successfully transmitted by facsimile (with a confirming copy of such communication to be sent as provided in (a) or (b) above) to, the party for whom intended, at the address or facsimile number for such party set forth below, or to such other address or facsimile number as may be furnished by such party by notice in the manner provided herein; provided, however, that any notice of change of address or facsimile number shall be effective only upon receipt. If to the Company: Mr. Ralph C. Guild Chairman of the Board Interep National Radio Sales, Inc. 100 Park Avenue. 5th Floor. New York, New York 10017 Fax No.: (212) 916-0755 with a copies to: Mr. William J. McEntee, Jr. Chief Financial Officer Interep National Radio Sales, Inc. 2090 Palm Beach Lakes Boulevard Suite 300 West Palm Beach, Florida 33409 Fax No.: (561) 616-4019 and Laurence S. Markowitz, Esq. Salans Hertzfeld Heilbronn Christy & Viener 620 Fifth Avenue New York, New York 10020 Telecopier Number: (212) 632-5555 If to the Purchasers: at the addresses set forth in Exhibit A 7.3 Entire Agreement; No Waivers. This Agreement sets forth the entire ---------------------------- understanding of the parties with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter and may not be waived or modified, in whole or in part, except by a writing signed by each of the parties. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or 10 any other provision in any other instance. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under such or any other provision. 7.4 Successors and Assigns. This Agreement shall be binding on, enforceable ---------------------- against and inure to the benefit of, the parties and their respective successors and permitted assigns, and nothing herein is intended to confer any right, remedy or benefit upon any other person. No party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party. 7.5 Further Assurances. Whenever reasonably requested to do so by a party ------------------ to this Agreement, on or after the Closing, any other party shall do, execute, acknowledge and deliver all such acts, assignments, confirmations, consents and any and all such further instruments and documents, in form reasonably satisfactory to the requesting party, as shall be reasonably necessary or advisable to carry out the intent of this Agreement. 7.6 Brokers and Finders. Each party represents to the others that no agent, ------------------- broker, investment banker, financial advisor or other person or entity is or shall be entitled to any broker's or finder's fee or other commission or similar fee in connection with the transactions contemplated by this Agreement. Each party shall indemnify and hold harmless the others from and against any claim, liability or obligation with respect to any fees, commissions or expenses asserted by any person or entity on the basis of any act or statement alleged to have been committed or made by such indemnifying party or any of its affiliates. 7.7 Governing Law. This Agreement shall in all respects be governed by and ------------- construed in accordance with the laws of the State of New York applicable to agreements made and fully to be performed in such state, without giving effect to conflicts of law principles. 7.8 Severability. If any provision of this Agreement is held to be invalid ------------ or unenforceable by any court or tribunal of competent jurisdiction, the remainder of this Agreement shall not be affected by such judgment, and such provision shall be carried out as nearly as possible according to its original terms and intent to eliminate such invalidity or unenforceability. 7.9 Counterparts. This Agreement may be executed in multiple counterparts, ------------ each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7.10 Construction. Headings used in this Agreement are for convenience only ------------ and shall not be used in the interpretation of this Agreement. References herein to Sections and Exhibits are to the sections and exhibits of this Agreement. As used herein, the singular includes the plural and the masculine, feminine and neuter genders each includes the others where the context so indicates. 7.11 Publicity. No party shall issue any press release or otherwise make --------- any statements to any third party or any public disclosure with respect to either this Agreement or the transactions contemplated hereby, other than the issuance by the Company and the Purchasers of a joint press release announcing this Agreement in a form acceptable to the Company and the Purchasers, or as required by applicable law. 11 7.12 Exculpation Among the Purchasers. Each Purchaser acknowledges and -------------------------------- agrees that it is not relying on any other Purchaser, or any officer, director, employee partner or affiliate of any other Purchaser, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor any controlling person, officer, director, stockholder, partner, agent or employee of any Purchaser, shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them relating to or in connection with the Shares, the Warrants or the Conversion Shares. [signature page follows] 12 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. INTEREP NATIONAL RADIO SALES, INC. By: /s/ Ralph C. Guild ----------------------------- Ralph C. Guild Chairman of the Board EOS PARTNERS L.P. By: /s/ Steven M. Friedman ---------------------------- Steven M. Friedman General Partner EOS PARTNERS SBIC II, L.P. By: Eos SBIC General II, its General Partner By: Eos SBIC II, Inc., its Managing General Partner By: /s/ Steven M. Friedman ---------------------------- Steven M. Friedman President EOS PARTNERS (OFFSHORE) L.P. By: Eos General, LLC, its General Partner By: /s/ Steven M. Friedman ---------------------------- Steven M. Friedman Managing Member 13 EXHIBIT A ---------
PURCHASERS - ---------------------------------------------------------------------------------------------------------------------- Number of Number of of of Name and Address Shares Warrants Purchase Price - ---------------------------------------------------------------------------------------------------------------------- Eos Partners L.P. 2,500 15,625 $ 250,000 320 Park Avenue New York, New York 10022 Attention: Steven M. Friedman - ---------------------------------------------------------------------------------------------------------------------- Eos Partners SBIC II, L.P. 45,920 287,000 $ 4,592,000 320 Park Avenue New York, New York 10022 Attention: Steven M. Friedman - ---------------------------------------------------------------------------------------------------------------------- Eos Partners (Offshore) L.P. 1,580 9,875 $ 158,000 320 Park Avenue New York, New York 10022 Attention: Steven M. Friedman - ----------------------------------------------------------------------------------------------------------------------
14 EX-3 5 dex3.txt REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT June 26, 2002 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 10,000 shares of Series A Convertible Preferred Stock, $0.01 par value (the "Preferred Stock"), of Interep National Radio Sales, Inc., a New York corporation (the "Company"), pursuant to the Stock Purchase Agreement, dated as of May 17, 2002, between the Company and each of you (the "Purchase Agreement"), and as an inducement to each of you to consummate the transactions contemplated by the Purchase Agreement, the Company agrees with each of you, and with each subsequent holder of Restricted Stock (as such term is defined below), as follows: 1. Certain Definitions. As used herein, the following terms shall have the ------------------- following respective meanings: "Affiliates" means, as to any party, a person or entity that controls, is ---------- controlled by or is under common control with such party (it being understood that such term shall be interpreted in a manner consistent with the definition of "affiliate" set forth in Rule 144 promulgated under the Securities Act). "Commission" means the Securities and Exchange Commission, or any other ---------- federal agency at the time administering the Securities Act. "Common Stock" means the Class A Common Stock of the Company, as ------------ constituted as of the date of this Agreement, subject to adjustment pursuant to the provisions of Section 8 hereof. "Conversion Shares" means shares of Common Stock issued on conversion of ----------------- the Preferred Stock or on exercise of the Warrants. "Default" has the meaning set forth in Section 4(c). ------- "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. "Filing Deadline" means the close of business on the 30th day after the --------------- date of the Agreement. "Preferred Stock" has the meaning given in the preamble of this Agreement. --------------- "Purchasers" has the meaning given in the Purchase Agreement. ---------- "Registerable Securities" means Conversion Shares; provided, however, that ----------------------- Registerable Securities shall not include any Conversion Shares which have previously been registered or which have been sold to the public, or which have been sold in a private transaction to a permitted transferee that does not, together with its Affiliates, hold at least 50,000 shares of Restricted Stock (on an as converted basis). "Registration Expenses" means the expenses so described in Section 6 --------------------- hereof. "Restricted Stock" means any shares of Preferred Stock or any Conversion ---------------- Shares. "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 6 hereof. ---------------- "Shelf Registration Statement" means a registration statement on Form S-3 ---------------------------- relating to the resale of all of the Registerable Securities and filed with the Commission pursuant to Rule 415. "Warrants" means the Warrants of even date herewith issued to the -------- Purchasers pursuant to the Purchase Agreement. 2. Restrictive Legend. Each certificate issued on exchange or transfer of ------------------ any Preferred Stock or Conversion Shares, other than shares acquired in a public sale or as otherwise permitted by the last paragraph of paragraph 3 hereof, shall be stamped or otherwise imprinted with a legend substantially in the form provided in Section 6.8 of the Purchase Agreement. 3. Notice of Proposed Transfer. Prior to any proposed transfer of any --------------------------- Restricted Stock or Warrants (other than under the circumstances described in Section 4 hereof), the holder thereof 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, except with respect to an affiliate who represents and warrants that it is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act, if reasonably 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 or Warrants may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock or Warrants shall be entitled to transfer such Restricted Stock or Warrants in accordance with the terms of its notice. Each certificate for Restricted Stock or Warrants transferred as provided above shall bear the legend referred to 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 2 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. Whenever a holder of Restricted Stock or Warrants 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 of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend referred to in Section 2. 4. Registration. ------------ (a) The Company shall (i) cause the Shelf Registration Statement to be filed with the Commission as soon as practicable after the date hereof, but in no event later than the Filing Deadline, (ii) use its best efforts to cause the Shelf Registration Statement to become effective at the earliest possible time and (iii) in connection with the foregoing, (A) file all pre-effective amendments to the Shelf Registration Statement as may be necessary to cause it to become effective, (B) file, if applicable, a post-effective amendment to the Shelf Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection within the registration and qualification of the Registerable Securities to be made under the blue sky laws of such jurisdictions as are necessary to permit the offer and sale of the Registerable Securities in such jurisdictions. (b) The Company shall use its best efforts to cause the Shelf Registration Statement to be effective continuously until such time as all of the Registerable Securities have been sold or the holders of Registerable Securities are able to effect resales of Registerable Securities pursuant to Rule 144(k) under the Securities Act, but in no event beyond the fifth anniversary date of this Agreement, and to comply with all applicable federal and state securities laws. No securities to be sold for the account of the Company shall be included in the Shelf Registration Statement. (c) If the Shelf Registration Statement is not filed with the Commission on or before the Filing Deadline (a "Default"), then, from and including the date of such Default until the date that the Company cures such Default by the filing of the Shelf Registration Statement with the Commission, the dividend rate applicable to a share of the Preferred Stock shall be increased by $0.25 per annum ("Additional Dividends") for the first 90 days (or a portion thereof) following the date of such Default and by an additional $0.25 for each subsequent 90-day period (or a portion thereof) during which such Default shall remain uncured, but in no event shall the Additional Dividends exceed $1.00 per annum per share of the Preferred Stock. Following the cure of such Default, the accrual of the Additional Dividends shall cease. The Company shall have no liability for damages for any Default in addition to the Additional Dividends; provided, however, that the holders of the Registerable Securities shall be entitled to equitable relief, including injunction and specific performance. (d) No holder of Registerable Securities may include any of its Registerable Securities in the Shelf Registration Statement unless and until such holder furnishes to the Company in writing, within 15 days after receipt of a request therefor, the information specified in Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, for use in 3 connection with the Shelf Registration Statement and any prospectus included therein. No holder shall be entitled to Additional Dividends pursuant to Section 4(c) above unless and until such holder shall have provided all such information. Each holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such holder not materially misleading. 5. Registration Procedures. In connection with the Shelf Registration ----------------------- Statement, the Company shall, as soon as practicable: (a) prepare (and afford counsel for the selling holders reasonable opportunity to review and comment thereon) and file with the Commission the Shelf Registration Statement and use its best efforts to cause it to become and remain effective for the period referred to in Section 4(b); (b) prepare (and afford counsel for the selling holders reasonable opportunity to review and comment thereon) and file with the Commission such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep it effective for the period referred to in Section 4(b) and to comply with the provisions of the Securities Act with respect to the disposition of all Registerable Securities covered by the Shelf Registration Statement in accordance with the sellers' intended method of disposition (i.e., underwritten or not underwritten) set forth in the Shelf Registration Statement; (c) furnish to each seller and to each underwriter such number of copies of the Shelf Registration Statement and the prospectus included therein (including any preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registerable Securities; (d) use its best efforts to register or qualify the Registerable Securities under the securities or blue sky laws of such jurisdictions as the sellers of Registerable Securities 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 jurisdiction); (e) notify each seller 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 the Shelf 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 seller or underwriter, on the date that Registerable Securities are 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 4 underwriters and to such seller (if requested by a seller), stating that such registration statement 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 Shelf 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 sellers or the underwriters, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the sellers and 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 Shelf 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 with respect to the registration in respect of which such letter is being given as such underwriters or seller may reasonably request; and (g) make available for inspection by each seller, any underwriter participating in any distribution pursuant to the Shelf Registration Statement, and any attorney, accountant or other agent retained by such seller 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 seller, underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement. (h) (i) cause all the Registerable Securities covered by the Shelf Registration Statement to be listed on each national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registerable Securities is then permitted under the rules of such exchange, or (ii) to the extent the securities of the same class or series are not then listed on a national securities exchange, secure the designation and quotation of all Registerable Securities covered by the Shelf Registration Statement on the Nasdaq National Market. If the offering contemplated by the Shelf Registration Statement is an underwritten public offering, the Company shall enter into a written agreement with the managing underwriter 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. Each selling holder of Registerable Securities participating in an underwritten public offering shall also enter into and perform its obligations under such an agreement. 5 Following the effectiveness of the Shelf Registration Statement, the Company may, at any time, suspend the effectiveness of such registration for up to 30 days (a "Suspension Period"), by giving written notice to the holders of Registerable Securities, if the Company shall have reasonably determined that the Company may be required to disclose any corporate development which disclosure may have a material adverse effect on the business, assets, properties or financial condition of the Company; provided, however, that the Company may not invoke more than two Suspension Periods in any 12-month period). The Company shall use its best efforts to limit the duration and number of any Suspension Periods. Each holder of Registerable Securities shall, on receipt of any notice from the Company of a Suspension Period, discontinue disposition of the Registerable Securities pursuant to the Shelf Registration Statement, prospectus contained therein, or any amendment or supplement thereof until such holder (i) is notified in writing by the Company that the use of the applicable prospectus may be resumed, (ii) has received copies of a supplemental or amended prospectus, if applicable, or (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. 6. Expenses. All expenses incurred by the Company in complying with Section -------- 4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and disbursements of one special counsel to the sellers of Registerable Securities, and fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars but excluding any Selling Expenses, are herein called "Registration Expenses". All underwriting discounts and selling commissions applicable to the sale of Registerable Securities are herein called "Selling Expenses". The Company shall pay all Registration Expenses in connection with each registration pursuant to Section 4 hereof. All Selling Expenses shall be borne by the participating sellers 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. 7. Indemnification. --------------- (a) In connection with the registration of the Registerable Securities under the Securities Act pursuant to Section 4 hereof, the Company shall indemnify and hold harmless each seller of such Registerable Securities thereunder and each underwriter of Registerable Securities thereunder and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such seller 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 a material fact contained in the Shelf Registration Statement under which such Registerable Securities were registered under the Securities Act pursuant to Section 4, 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 seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection 6 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 of a material fact or omission or alleged omission so made in conformity with information furnished by such seller, such underwriter or such controlling person in writing specifically for use in the Shelf Registration Statement or prospectus. (b) In connection with the registration of the Registerable Securities under the Securities Act pursuant to Section 4 hereof, each seller of such Registerable Securities 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, each director of the Company, each underwriter, each person who controls any underwriter within the meaning of the Securities Act, legal counsel, and accountant against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or underwriter or controlling person or legal counsel or accountant 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 Shelf Registration Statement under which such Registerable Securities were registered under the Securities Act pursuant to Section 4, 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, controlling person, legal counsel, or accountant 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 seller 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 solely upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission made in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by such seller specifically for use in such registration statement or prospectus; and provided, further, however, that the liability of each seller 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 seller 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 seller from the sale of Registerable Securities covered by the Shelf Registration Statement. (c) Each party entitled to indemnification under this Section 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; and provided, further, that the failure of any Indemnified Party to give notice as provided herein 7 shall not relieve the Indemnifying Party of its obligations under this Section 7 to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom. (d) 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 Party 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. (e) If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. (f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 8. 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 Registerable Securities as so changed. 9. Rule 144 Reporting. The Company agrees to use its best efforts to: ------------------ 8 (a) 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 90 days following the date it is first required by law to do so; (b) 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; and (c) so long as a holder of Registerable Securities owns any Registerable Securities, furnish to such holder forthwith upon written 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 90 days following 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 such holder to sell any such Registerable Securities without registration. 10. Termination of Registration Rights. The right of any holder of ---------------------------------- Registerable Securities to request registration or inclusion in any registration pursuant to Section 4 hereof shall terminate upon the earliest to occur of (i) such time as all Registrable Securities held by such holder have been sold by such holder, (ii) such time as all Registerable Securities held or entitled to be held upon conversion by such holder may immediately be sold under Rule 144(k) or (iii) the closing of an acquisition or of another transaction in which the Registerable Securities are exchanged for publicly traded stock of another entity. 11. Miscellaneous. ------------- (a) Except as otherwise expressly provided herein, 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 permitted assigns. The registration rights conferred herein on the holders of Registerable Securities shall inure to the benefit of any transferee (provided that any such transferee shall, together with its Affiliates, hold at least 50,000 shares of Restricted Stock, on an as-converted basis) for so long as the certificates representing the Registerable Securities shall be required to bear the legend specified in Section 2 hereof. (b) All notices, requests, consents and other communications hereunder shall be delivered in accordance with Section 7.2 of the Purchase Agreement. (c) This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and fully to be performed in such state, without giving effect to conflicts of law principles. (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 signed by the 9 Company and the holders of a majority in interest of the Preferred Stock (determined on an as-converted basis). (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. [signature page follows] 10 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. INTEREP NATIONAL RADIO SALES, INC. By: /s/ Ralph C. Guild ----------------------------- Ralph C. Guild Chairman of the Board EOS PARTNERS L.P. By: /s/ Steven M. Friedman ---------------------------- Steven M. Friedman General Partner EOS PARTNERS SBIC II, L.P. By: Eos SBIC General II, its General Partner By: Eos SBIC II, Inc., its Managing General Partner By: /s/ Steven M. Friedman ---------------------------- Steven M. Friedman President EOS PARTNERS (OFFSHORE) L.P. By: Eos General, LLC, its General Partner By: /s/ Steven M. Friedman ---------------------------- Steven M. Friedman Managing Member 11 EX-4 6 dex4.txt WARRANT DATED JUNE 26, 2002 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 that the following named purchaser, or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from INTEREP NATIONAL RADIO SALES, INC. (the "Company"), a New York corporation, up to the number of fully paid and nonassessable shares (the "Shares) of Class A Common Stock, $.01 par value, of the Company ("Common Stock"), in the aggregate number and at the purchase price (the "Purchase Price") set forth below, from time to time through the Termination Date, as defined below. Such Purchase Price and number of Shares are subject to adjustment as provided in Section 2 of this Warrant. This Warrant is being issued together with certain other warrants of like tenor (collectively, the "Warrants") in connection with the Stock Purchase Agreement of even date herewith, (the "Agreement"), among the Company and the Purchasers named therein. Name of Purchaser: EOS Partners L.P. Address of Purchaser: 320 Park Avenue New York, New York 10022 Number of Shares: 15,625 Purchase Price: $4.00 per Share, as it may be adjusted in accordance with Section 2 hereof. 1. Definitions. ------------ As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: (a) "Termination Date" means 5:00 p.m. New York City time, on June 26, 2007. (b) "Company" includes any corporation which succeeds to or assumes the obligations of the Company under this Warrant. (c) "Stock" means shares of Class A Common Stock of the Company and stock of any other class into which those shares are hereafter changed. (d) "Warrantholder," "holder of Warrant," "holder," or similar terms when the context refers to a holder of this Warrant, means any person or entity that at the time is the registered holder of this Warrant. (e) Any other capitalized term used but not defined herein has the meaning set forth in the Agreement. 2. Adjustments to Purchase Price. The Purchase Price shall be subject to ----------------------------- adjustment from time to time, as follows: (a) In case at any time after the date hereof, the Company shall pay or make a dividend or distribution on all or any portion of its Stock or shall make a dividend or other distribution on any other class of capital stock of the Company which dividend or distribution includes Stock, the Purchase Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be decreased by multiplying such Purchase Price by a fraction of which the numerator shall be the number of shares of Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares of Stock and the total number of shares of Stock or other class of capital stock constituting such dividend or other distribution, such decrease to become effective immediately after the opening of business on the day following the date fixed for such determination. For purposes of this Section 2(a), the number of shares of Stock at any time outstanding shall not include shares held in treasury of the Company but shall include shares issuable in respect of scrip certificates, if any, issued in lieu of fractions of shares of Stock. If any dividend or other distribution of the type described in this Section 2(a) is declared but not so paid or made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such dividend or other distribution had not been declared. (b) In case at any time after the date hereof, the Company shall pay or make a dividend or distribution on all or any portion of its Stock consisting of, or shall otherwise issue to all holders of its Stock, rights, warrants or options (not being available on an equivalent basis to the Warrantholder on exercise of this Warrant) entitling the holders of its Stock to subscribe for or purchase Stock at a price per share less than the current market price per share (determined as provided in Section 2(h) hereof) of the shares of Stock on the date fixed for the determination of stockholders entitled to receive such rights, warrants or options (other than pursuant to a dividend reinvestment plan), the Purchase Price in effect at the opening of business on the day following the date fixed for such determination shall be decreased by multiplying such Purchase Price by a fraction of which the numerator shall be the number of shares of Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Stock which the aggregate of the offering price of the total number of shares of Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Stock so offered for subscription or purchase, such decrease to become effective immediately after the opening of business on the day following the date fixed for such determination. For purposes of this Section 2(b), the number of shares of Stock at any time outstanding shall not include shares held in treasury of the Company but shall include shares issuable in respect of scrip certificates, if any, issued in lieu of fractions of shares of Stock. The Company shall not issue any rights or warrants in respect of Stock held in treasury of the -2- Company (or, if rights or warrants are issued in respect of all of the Stock of the Company, will not exercise any such rights or warrants in respect of Stock held in treasury of the Company). In the event that such rights or warrants are not so issued, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Stock at less than the current market price, and in determining the aggregate offering price of such shares of Stock, there shall be taken into account any consideration received for such rights or warrants. The value of such consideration, if other than cash, shall be determined in the reasonable good faith judgment of the Board of Directors of the Company, whose determination shall be conclusive. (c) In case at any time after the date hereof, all or any portion of the Stock outstanding shall be subdivided into a greater number of shares of Stock, the Purchase Price in effect at the opening of business on the day following the day on which such subdivision becomes effective shall be proportionately reduced, and, conversely in case at any time after the date hereof, all or any portion of the Stock outstanding shall each be combined into a smaller number of shares of Stock, the Purchase Price in effect at the opening of business on the day following the day on which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day on which such subdivision or combination becomes effective. (d) In case at any time after the date hereof, the Company shall, by dividend or otherwise, distribute to all holders of its Stock evidences of its indebtedness or assets (including securities, rights, warrants or options, but excluding any rights, warrants, or options referred to in Section 2(b) hereof as entitling the holders of Stock to subscribe for or purchase Stock at a price per share less than the then current market price, any dividend or distribution paid exclusively in cash, any dividend or distribution referred to in Section 2(a) hereof and any dividend or distribution upon a merger or consolidation referred to in Section 3 hereof), the Purchase Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be decreased by multiplying such Purchase Price by a fraction of which the numerator shall be the current market price per share (determined as provided in Section 2(h) hereof) of the Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidence of indebtedness so distributed applicable to one share of Stock and the denominator shall be such current market price per share of the Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. If any dividend or distribution of the type described in this Section 2(d) is declared but not paid or made, the Purchase Price shall again be adjusted to the Purchase Price which would then be in effect if such dividend or distribution had not been declared. -3- (e) In case at any time after the date hereof, the Company shall, by dividend or otherwise, make a distribution to all holders of its Stock consisting exclusively of cash (excluding any cash that is distributed upon a merger or consolidation or a sale or transfer of all or substantially all of the assets of the Company to which Section 3 hereof applies or as a part of a distribution referred to in Section 2(d)) in an aggregate amount that, combined together with (i) the aggregate amount of any other distributions to all holders of its Stock made exclusively in cash within the 12 months immediately preceding the date of payment of such distribution and in respect of which no adjustment pursuant to this Section 2(e) has been made and (ii) the aggregate of any cash plus the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of consideration payable in respect of any tender offer by the Company or any of its subsidiaries for all or any portion of the Stock concluded with the 12 months immediately preceding the date of payment of such distribution and in respect of which no adjustment pursuant to this Section 2(e) has been made, exceeds 12.5% of the product of the current market price per share of Stock on the date for the determination of holders of Stock entitled to receive such distribution multiplied the number of shares of Stock outstanding on such date, then, and in each such case, immediately after the close of business on such date for determination, the Purchase Price in effect immediately prior to the close of business on the date fixed for determination of the stockholders entitled to receive such distribution shall be decreased by multiplying such Purchase Price by a fraction (A) the numerator of which shall be equal to the current market price per share (determined as provided in Section 2(h) hereof) of the Stock on the date fixed for such determination less an amount equal to the quotient of (x) the excess of such combined amount ever such 12.5% and (y) the number of shares of Stock outstanding on such date for determination and (B) the denominator of which shall be equal to the current market price per share (determined as provided in section 2(h) hereof) of the Stock on such date for determination. If any dividend or distribution of the type described in this Section 2(e) is declared but not so paid or made, the Purchase Price shall again be adjusted to the Purchase Price which would then be in effect if such dividend or distribution had not been declared. (f) In case a tender or exchange offer made by the Company or any subsidiary of the Company for all or any portion of the Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender offer) of Purchased Shares (as defined below)) of an aggregate consideration having a fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) that combined together with (i) the aggregate of the cash plus the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) as of the expiration of such tender or exchange offer, of consideration payable in respect of any other tender or exchange offer, by the Company or any subsidiary of the Company for all or any portion of the Stock expiring within the 12 months immediately preceding the expiration of such tender or exchange offer and in respect of which no adjustment, pursuant to this Section 2(f) has been made and (ii) the aggregate amount of any distributions to all holders of the Stock made exclusively in cash within 12 months immediately preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to Section 2(e) hereof -4- has been made, exceeds 12.5% of the product of the current market price per share (determined as provided in Section 2(h) hereof) of the Stock as of the last time (the "Expiration Time") tenders or exchanges could have been made pursuant to such tender or exchange offer (as it may be amended) multiplied by the number of shares of Stock outstanding (including any tendered or exchanged shares) on the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the date of the Expiration Time, the Purchase Price in effect immediately prior to the close of business on the date of the Expiration Time shall be decreased by multiplying such Purchase Price by a fraction (A) the numerator of which shall be equal to (1) the product of (x) the current market price per share (determined as provided in Section 2(h) hereof) of the Stock on the date of the Expiration Time and (y) the number of shares of Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time less (2) the amount of cash plus the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of Purchased Shares, and (B) the denominator of which shall be equal to the product of (xx) the current market price per share (determined as provided in Section 2(h) hereof) of the Stock on the date of the Expiration Time and (yy) the number of shares of Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time less the number of all shares of Stock validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares of Stock deemed so accepted up to any such maximum, being referred to as the "Purchased Shares"). In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such tender offer had not been made. (g) The reclassification of Stock into securities other than Stock (other than any reclassification upon a consolidation or merger to which Section 3 hereof applies) shall be deemed to involve (i) a distribution of such securities other than Stock to all holders of Stock (and the effective date of such reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution" and "the date fixed for such determination" within the meaning of Section 2(a)) and (ii) a subdivision or combination, as the case may be, of the number of shares of Stock outstanding immediately prior to such reclassification into the number of shares of Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective," as the case may be, and "the day upon which such subdivision or combination becomes effective", within the meaning of the Section 2(c)). (h) For the purpose of any computation under Sections 2(b), 2(d), 2(e) and 2(f) the current market price per share of Stock on any date shall be deemed to be the average of the daily closing prices per share for the five trading days immediately preceding the earlier of the day in question and the day before the "ex date" with respect to the issuance or distribution requiring such computation. For purposes of this Section 2(h), the term "ex date", when used with respect to any issuance or distribution, means the first date on -5- which the Stock trades regular way on the applicable securities exchange or in the applicable securities market without the right to receive such issuance or distribution. (i) The Company may make such reductions in the Purchase Price, in addition to those required by paragraphs (a), (b), (c.), (d), (e) and (f), of this Section 2, as it considers to be advisable to avoid or diminish any income tax to holders of Stock or rights to purchase Stock resulting from any dividend or distribution of Stock (or rights to acquire Stock) or from any event treated as such for income tax purposes. The Company from time to time may reduce the Purchase Price by any amount for any period of time if the period is at least twenty days, the reduction is irrevocable during the period and the Board of Directors of the Company (or, to the extent permitted by applicable law, a duly authorized, committee thereof) shall have made a determination that such reduction would be in the best interests of the Company, which determination shall be conclusive. Wherever the Purchase Price is reduced pursuant to the preceding sentence, the Company shall mail to Warrantholders of record a notice of the reduction at least fifteen days prior to the date the reduced Purchase Price takes effect, and such notice shall state the reduced purchase Price and the period it will be in effect. (j) Notwithstanding any other provision of this Section 2, no adjustment to the Purchase Price shall reduce the Purchase Price below the then par value per share of the Stock, and any such purported adjustment shall instead reduce the Purchase Price to such par value. The Company hereby covenants not to take any action (i) to increase the par value per share of the Stock or (ii) that would or does result in any adjustment in the Purchase Price that would cause the Purchase Price to be less than the then par value per share of the Stock. (k) Notwithstanding any other provision of this Section 2, no adjustment in the Purchase Price need be made until all cumulative adjustments amount to 1% or more of the Purchase Price as last adjusted. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. (l) Whenever the Purchase Price is adjusted as herein provided: (i) The Company shall compute the adjusted Purchase Price and shall prepare a certificate signed by the Treasurer or Chief Financial Officer of the Company setting forth the adjusted Purchase Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with the transfer agent for this Warrant, if any, and (ii) A notice stating that the Purchase Price has been adjusted and setting forth the adjusted Purchase Price, accompanied by the certificate referred to in clause (i) of this Section 2(l), shall be mailed, as soon as practicable, by the Company to all Warrantholders of record at their last addresses as they shall appear upon the books and records of the Company. (m) In any case in which this Section 2 provides that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence -6- of such event (i) issuing to a Warrantholder who exercised this Warrant after such record date and before the occurrence of such event the additional shares of Stock issuable upon such exercise by reason of the adjustment required by such event over and above the Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Warrantholder any amount in cash in lieu of any fractional share of Stock pursuant to Section 4(c) hereof. 3. Merger, Consolidation, Restructuring, Reclassification, etc. In the event ----------------------------------------------------------- that the Company shall be a party to any transaction, including without limitation any (i) recapitalization or reclassification of the Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Stock), (iii) any sale or transfer of all or substantially all of the assets of the Company or (iv) any compulsory share exchange, pursuant to which the Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall he made as part of the terms of such transaction whereby the Warrantholder shall have the right thereafter, to exercise this Warrant into the kind and amount of securities, cash and other property receivable upon such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock into which this Warrant might have been exercised immediately prior to such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange. The Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets or which acquires the Company's shares, as the case may be, shall make provisions in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constituent document shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 2. The above provisions shall similarly apply to successive recapitalizations, reclassifications, consolidations, mergers, sales, transfers or share exchanges. As used in this Section 3 the word "Person" means any individual, corporation, partnership, joint venture, association, joint-stock corporation, trust, unincorporated organization or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or business). 4. Exercise Provisions. ------------------- (a) Manner of Exercise. This Warrant may be exercised in whole or in part on or ------------------ before the Termination Date only by the holder of this Warrant surrendering to the Company, at its principal office, this Warrant, together with the exercise form attached to this Warrant duly executed by the holder and payment to the Company in the amount obtained by multiplying the Purchase Price by the number of shares of Stock designated in the exercise form. Payment may be made at the option of the Warrantholder, either (A) by cash or (B) by bank wire transfer or (C) by surrender of this Warrant with instructions -7- that the Company retain as payment of the Purchase Price the number of Shares determined as set forth in clause (ii) of the following paragraph (a "Cashless Exercise"). In the event of a Cashless Exercise: (i) the holder shall receive the number of Shares determined by multiplying the total number of Shares for which the Cashless Exercise is made by a fraction, the numerator of which shall be the difference between the Current Market Price (as defined below) per Share and the Purchase Price, and the denominator of which shall be the Current Market Price (determined as provided in this Section 4(a)) and (ii) the remaining Shares for which Cashless Exercise has been made shall be deemed to have been paid to the Company as the Purchase Price. For purposes of the above calculation, the Current Market Price of one share of Stock means: (i) the average of the reported closing prices of a share of Stock quoted on the Nasdaq National Market or on any exchange on which the shares of Stock are listed, whichever is applicable, for the five trading days immediately prior to the exercise date of this Warrant, (ii) if no such closing price is available, the average of the closing bid and asked prices of a share of Stock as quoted in the Over-the-Counter Market Summary for the five trading days immediately prior to the exercise date of this Warrant, or (iii) if the shares of Stock are not listed on the Nasdaq National Market or on any exchange as quoted in the Over-the-Counter Market, the fair market value per share of Stock as of the date of exercise of this Warrant as determined by the Company's Board of Directors in good faith. (b) Partial Exercise. On any partial exercise, the Company shall promptly ---------------- issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor in the name of the holder of this Warrant providing for the right to purchase that number of Shares as to which this Warrant has not been exercised. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new warrants. (c) No Fractional Shares. The Company shall not be required to issue -------------------- fractional Shares upon exercise of this Warrant. If any fraction of a Share would, but for this Section 4(c), be issuable upon final exercise of this Warrant, in lieu of such fractional Share the Company shall pay to the Warrantholder, in cash, an amount equal to the same fraction of the Current Market Price of such Share on the day immediately prior to the date of such exercise. 5. Delivery of Stock Certificates. ------------------------------ As promptly as practicable and in any event within seven days after full or partial exercise of this Warrant, the Company, at its expense, shall cause to be issued in the name of, and delivered to, the holder of this Warrant, a certificate or certificates for the number of validly issued, fully paid and nonassessable shares of Stock to which that holder is entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. -8- 6. Compliance with Securities Act; Notice of Proposed Transfers; Registration Rights. ------------------------------------------------------------- (a) Compliance with Securities Act. The holder of this Warrant, by acceptance ------------------------------ hereof, agrees that this Warrant and the Shares to be issued on its exercise are being acquired for investment and that such holder shall not offer, sell or otherwise dispose of this Warrant or any Shares issued on its exercise except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act"). On exercise of this Warrant, the holder hereof shall confirm in writing, in a form reasonably satisfactory to the Company, that the Shares are being acquired for investment and not with a view toward distribution or resale (unless sale of the Shares has been registered under the Act or an exemption therefrom is available). Any proposed transferee of this Warrant or the Shares shall be required to agree in writing to the provisions of this Section 6 (unless such transfer of the Shares has been registered under the Act). Certificates representing all Shares (unless registered under the Act) shall be stamped or imprinted with a legend describing the restrictions set forth herein. (b) Notice of Proposed Transfers. Prior to any proposed transfer of this ---------------------------- Warrant, the Warrantholder 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, except with respect to an affiliate who represents and warrants that it is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act, if reasonably 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 this Warrant may be effected without registration under the Act, whereupon the Warrantholder shall be entitled to transfer this Warrant in accordance with the terms of its notice. Any new warrant issued to such transferee in replacement of this Warrant shall bear the same legend set forth on the first page of this Warrant, unless (i) such transfer is in accordance with the provisions of Rule 144 promulgated under the Act (or any other rule permitting public sale of this Warrant without registration under the 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 (as such term is defined in Rule 144 promulgated under the Act) of the Company) would be entitled to transfer such securities in a public sale without registration under the Act. Whenever a Warrantholder is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) promulgated under the Act are available to such Warrantholder without limitation, such Warrantholder shall be entitled to receive from the Company, without expense, a new warrant not bearing the restrictive legend set forth on the first page of this Warrant. (c) Registration Rights. The Shares constitute Registerable Securities for ------------------- purposes of the Registration Rights Agreement of even date herewith among the Company and the other parties named therein. -9- 7. Miscellaneous Provisions. ------------------------ (a) Reservation of Stock. The Company has duly reserved and shall at all -------------------- times reserve and keep available, solely for issuance on exercise of this Warrant, all shares of Stock or other securities from time to time issuable on exercise of this Warrant. (b) Amendment or Waiver. The provisions of this Warrant, or the provisions of ------------------- all of the Warrants, may be amended only by an instrument in writing signed by the Company and the holders of at least two-thirds in interest of the then outstanding and unexpired Warrants, provided that any such amendment that adversely affects any Warrantholder shall require the separate consent of such Warrantholder. So long as he is not adversely effected and subject to the foregoing, the Warrantholder agrees that his rights hereunder may be waived or amended by persons or entities holding more than two-thirds in interest of the then outstanding and unexpired Warrants without obtaining any additional consents of the Warrantholder; provided, however, that any holder of a Warrant may waive any of such holder's rights hereunder with respect to itself without obtaining the consent of any other holder. Any amendment or waiver effected in accordance with this Section 7(b) shall be binding on the Warrantholder and the Warrantholder's successors and assigns. (c) Replacement. On receipt of evidence reasonably satisfactory to the Company ----------- of the loss, theft, destruction, or mutilation of this Warrant and, in the case of loss, theft, or destruction, on delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. (d) No Rights as Shareholder. Without limiting the provisions of Sections 2 and ------------------------ 3 hereof, no holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant as such, any rights of a shareholder of the Company or any right to vote, to give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. (e) Notices. Notices hereunder to the holder of this Warrant shall be sent in ------ accordance with Section 7.2 of the Agreement. -10- (f) Governing Law. This Warrant shall be governed by the laws of the State of ------------- New York, without giving effect to conflicts of law principles. Dated: June 26, 2002 INTEREP NATIONAL RADIO SALES, INC. By: /s/ Ralph C. Guild -------------------------------- Ralph C. Guild Chairman of the Board -11- Form of Exercise ---------------- (To be signed only on exercise of Warrant) To: INTEREP NATIONAL RADIO SALES, INC. The undersigned holder of the attached Warrant hereby irrevocably elects to exercise the right to purchase _____________ shares of Class A Common Stock of INTEREP NATIONAL RADIO SALES, INC. (the "Company") and herewith makes payment of $_____________ (or the portion of the Warrant exercisable for ___ shares) for those shares and requests that the certificate for those shares be issued in the name of the undersigned and delivered to the address below the signature of the undersigned. The undersigned hereby affirms the statements and covenants in Sections 6(a) and 6(b) of the Warrant. Dated: --------------- ------------------------------------ Signature Print Name: (Signature must conform in all respects to the name of holder as specified on the face of the attached Warrant.) ------------------------------------ Address -12- EX-5 7 dex5.txt WARRANT DATED JUNE 26, 2002 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 that the following named purchaser, or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from INTEREP NATIONAL RADIO SALES, INC. (the "Company"), a New York corporation, up to the number of fully paid and nonassessable shares (the "Shares) of Class A Common Stock, $.01 par value, of the Company ("Common Stock"), in the aggregate number and at the purchase price (the "Purchase Price") set forth below, from time to time through the Termination Date, as defined below. Such Purchase Price and number of Shares are subject to adjustment as provided in Section 2 of this Warrant. This Warrant is being issued together with certain other warrants of like tenor (collectively, the "Warrants") in connection with the Stock Purchase Agreement of even date herewith, (the "Agreement"), among the Company and the Purchasers named therein. Name of Purchaser: EOS Partners SBIC II, L.P. Address of Purchaser: 320 Park Avenue New York, New York 10022 Number of Shares: 287,000 Purchase Price: $4.00 per Share, as it may be adjusted in accordance with Section 2 hereof. 1. Definitions. ------------ As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: (a) "Termination Date" means 5:00 p.m. New York City time, on June 26, 2007. (b) "Company" includes any corporation which succeeds to or assumes the obligations of the Company under this Warrant. (c) "Stock" means shares of Class A Common Stock of the Company and stock of any other class into which those shares are hereafter changed. (d) "Warrantholder," "holder of Warrant," "holder," or similar terms when the context refers to a holder of this Warrant, means any person or entity that at the time is the registered holder of this Warrant. (e) Any other capitalized term used but not defined herein has the meaning set forth in the Agreement. 2. Adjustments to Purchase Price. The Purchase Price shall be subject to ------------------------------ adjustment from time to time, as follows: (a) In case at any time after the date hereof, the Company shall pay or make a dividend or distribution on all or any portion of its Stock or shall make a dividend or other distribution on any other class of capital stock of the Company which dividend or distribution includes Stock, the Purchase Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be decreased by multiplying such Purchase Price by a fraction of which the numerator shall be the number of shares of Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares of Stock and the total number of shares of Stock or other class of capital stock constituting such dividend or other distribution, such decrease to become effective immediately after the opening of business on the day following the date fixed for such determination. For purposes of this Section 2(a), the number of shares of Stock at any time outstanding shall not include shares held in treasury of the Company but shall include shares issuable in respect of scrip certificates, if any, issued in lieu of fractions of shares of Stock. If any dividend or other distribution of the type described in this Section 2(a) is declared but not so paid or made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such dividend or other distribution had not been declared. (b) In case at any time after the date hereof, the Company shall pay or make a dividend or distribution on all or any portion of its Stock consisting of, or shall otherwise issue to all holders of its Stock, rights, warrants or options (not being available on an equivalent basis to the Warrantholder on exercise of this Warrant) entitling the holders of its Stock to subscribe for or purchase Stock at a price per share less than the current market price per share (determined as provided in Section 2(h) hereof) of the shares of Stock on the date fixed for the determination of stockholders entitled to receive such rights, warrants or options (other than pursuant to a dividend reinvestment plan), the Purchase Price in effect at the opening of business on the day following the date fixed for such determination shall be decreased by multiplying such Purchase Price by a fraction of which the numerator shall be the number of shares of Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Stock which the aggregate of the offering price of the total number of shares of Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Stock so offered for subscription or purchase, such decrease to become effective immediately after the opening of business on the day following the date fixed for such determination. For purposes of this Section 2(b), the number of shares of Stock at any time outstanding shall not include shares held in treasury of the Company but shall include shares issuable in respect of scrip certificates, if any, issued in lieu of fractions of shares of Stock. The Company shall not issue any rights or warrants in respect of Stock held in treasury of the -2- Company (or, if rights or warrants are issued in respect of all of the Stock of the Company, will not exercise any such rights or warrants in respect of Stock held in treasury of the Company). In the event that such rights or warrants are not so issued, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Stock at less than the current market price, and in determining the aggregate offering price of such shares of Stock, there shall be taken into account any consideration received for such rights or warrants. The value of such consideration, if other than cash, shall be determined in the reasonable good faith judgment of the Board of Directors of the Company, whose determination shall be conclusive. (c) In case at any time after the date hereof, all or any portion of the Stock outstanding shall be subdivided into a greater number of shares of Stock, the Purchase Price in effect at the opening of business on the day following the day on which such subdivision becomes effective shall be proportionately reduced, and, conversely in case at any time after the date hereof, all or any portion of the Stock outstanding shall each be combined into a smaller number of shares of Stock, the Purchase Price in effect at the opening of business on the day following the day on which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day on which such subdivision or combination becomes effective. (d) In case at any time after the date hereof, the Company shall, by dividend or otherwise, distribute to all holders of its Stock evidences of its indebtedness or assets (including securities, rights, warrants or options, but excluding any rights, warrants, or options referred to in Section 2(b) hereof as entitling the holders of Stock to subscribe for or purchase Stock at a price per share less than the then current market price, any dividend or distribution paid exclusively in cash, any dividend or distribution referred to in Section 2(a) hereof and any dividend or distribution upon a merger or consolidation referred to in Section 3 hereof), the Purchase Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be decreased by multiplying such Purchase Price by a fraction of which the numerator shall be the current market price per share (determined as provided in Section 2(h) hereof) of the Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidence of indebtedness so distributed applicable to one share of Stock and the denominator shall be such current market price per share of the Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. If any dividend or distribution of the type described in this Section 2(d) is declared but not paid or made, the Purchase Price shall again be adjusted to the Purchase Price which would then be in effect if such dividend or distribution had not been declared. -3- (e) In case at any time after the date hereof, the Company shall, by dividend or otherwise, make a distribution to all holders of its Stock consisting exclusively of cash (excluding any cash that is distributed upon a merger or consolidation or a sale or transfer of all or substantially all of the assets of the Company to which Section 3 hereof applies or as a part of a distribution referred to in Section 2(d)) in an aggregate amount that, combined together with (i) the aggregate amount of any other distributions to all holders of its Stock made exclusively in cash within the 12 months immediately preceding the date of payment of such distribution and in respect of which no adjustment pursuant to this Section 2(e) has been made and (ii) the aggregate of any cash plus the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of consideration payable in respect of any tender offer by the Company or any of its subsidiaries for all or any portion of the Stock concluded with the 12 months immediately preceding the date of payment of such distribution and in respect of which no adjustment pursuant to this Section 2(e) has been made, exceeds 12.5% of the product of the current market price per share of Stock on the date for the determination of holders of Stock entitled to receive such distribution multiplied the number of shares of Stock outstanding on such date, then, and in each such case, immediately after the close of business on such date for determination, the Purchase Price in effect immediately prior to the close of business on the date fixed for determination of the stockholders entitled to receive such distribution shall be decreased by multiplying such Purchase Price by a fraction (A) the numerator of which shall be equal to the current market price per share (determined as provided in Section 2(h) hereof) of the Stock on the date fixed for such determination less an amount equal to the quotient of (x) the excess of such combined amount ever such 12.5% and (y) the number of shares of Stock outstanding on such date for determination and (B) the denominator of which shall be equal to the current market price per share (determined as provided in section 2(h) hereof) of the Stock on such date for determination. If any dividend or distribution of the type described in this Section 2(e) is declared but not so paid or made, the Purchase Price shall again be adjusted to the Purchase Price which would then be in effect if such dividend or distribution had not been declared. (e) In case a tender or exchange offer made by the Company or any subsidiary of the Company for all or any portion of the Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender offer) of Purchased Shares (as defined below)) of an aggregate consideration having a fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) that combined together with (i) the aggregate of the cash plus the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) as of the expiration of such tender or exchange offer, of consideration payable in respect of any other tender or exchange offer, by the Company or any subsidiary of the Company for all or any portion of the Stock expiring within the 12 months immediately preceding the expiration of such tender or exchange offer and in respect of which no adjustment, pursuant to this Section 2(f) has been made and (ii) the aggregate amount of any distributions to all holders of the Stock made exclusively in cash within 12 months immediately preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to Section 2(e) hereof -4- (f) has been made, exceeds 12.5% of the product of the current market price per share (determined as provided in Section 2(h) hereof) of the Stock as of the last time (the "Expiration Time") tenders or exchanges could have been made pursuant to such tender or exchange offer (as it may be amended) multiplied by the number of shares of Stock outstanding (including any tendered or exchanged shares) on the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the date of the Expiration Time, the Purchase Price in effect immediately prior to the close of business on the date of the Expiration Time shall be decreased by multiplying such Purchase Price by a fraction (A) the numerator of which shall be equal to (1) the product of (x) the current market price per share (determined as provided in Section 2(h) hereof) of the Stock on the date of the Expiration Time and (y) the number of shares of Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time less (2) the amount of cash plus the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of Purchased Shares, and (B) the denominator of which shall be equal to the product of (xx) the current market price per share (determined as provided in Section 2(h) hereof) of the Stock on the date of the Expiration Time and (yy) the number of shares of Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time less the number of all shares of Stock validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares of Stock deemed so accepted up to any such maximum, being referred to as the "Purchased Shares"). In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such tender offer had not been made. (g) The reclassification of Stock into securities other than Stock (other than any reclassification upon a consolidation or merger to which Section 3 hereof applies) shall be deemed to involve (i) a distribution of such securities other than Stock to all holders of Stock (and the effective date of such reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution" and "the date fixed for such determination" within the meaning of Section 2(a)) and (ii) a subdivision or combination, as the case may be, of the number of shares of Stock outstanding immediately prior to such reclassification into the number of shares of Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective," as the case may be, and "the day upon which such subdivision or combination becomes effective", within the meaning of the Section 2(c)). (h) For the purpose of any computation under Sections 2(b), 2(d), 2(e) and 2(f) the current market price per share of Stock on any date shall be deemed to be the average of the daily closing prices per share for the five trading days immediately preceding the earlier of the day in question and the day before the "ex date" with respect to the issuance or distribution requiring such computation. For purposes of this Section 2(h), the term "ex date", when used with respect to any issuance or distribution, means the first date on -5- which the Stock trades regular way on the applicable securities exchange or in the applicable securities market without the right to receive such issuance or distribution. (i) The Company may make such reductions in the Purchase Price, in addition to those required by paragraphs (a), (b), (c.), (d), (e) and (f), of this Section 2, as it considers to be advisable to avoid or diminish any income tax to holders of Stock or rights to purchase Stock resulting from any dividend or distribution of Stock (or rights to acquire Stock) or from any event treated as such for income tax purposes. The Company from time to time may reduce the Purchase Price by any amount for any period of time if the period is at least twenty days, the reduction is irrevocable during the period and the Board of Directors of the Company (or, to the extent permitted by applicable law, a duly authorized, committee thereof) shall have made a determination that such reduction would be in the best interests of the Company, which determination shall be conclusive. Wherever the Purchase Price is reduced pursuant to the preceding sentence, the Company shall mail to Warrantholders of record a notice of the reduction at least fifteen days prior to the date the reduced Purchase Price takes effect, and such notice shall state the reduced purchase Price and the period it will be in effect. (j) Notwithstanding any other provision of this Section 2, no adjustment to the Purchase Price shall reduce the Purchase Price below the then par value per share of the Stock, and any such purported adjustment shall instead reduce the Purchase Price to such par value. The Company hereby covenants not to take any action (i) to increase the par value per share of the Stock or (ii) that would or does result in any adjustment in the Purchase Price that would cause the Purchase Price to be less than the then par value per share of the Stock. (k) Notwithstanding any other provision of this Section 2, no adjustment in the Purchase Price need be made until all cumulative adjustments amount to 1% or more of the Purchase Price as last adjusted. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. (l) Whenever the Purchase Price is adjusted as herein provided: (i) The Company shall compute the adjusted Purchase Price and shall prepare a certificate signed by the Treasurer or Chief Financial Officer of the Company setting forth the adjusted Purchase Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with the transfer agent for this Warrant, if any, and (ii) A notice stating that the Purchase Price has been adjusted and setting forth the adjusted Purchase Price, accompanied by the certificate referred to in clause (i) of this Section 2(l), shall be mailed, as soon as practicable, by the Company to all Warrantholders of record at their last addresses as they shall appear upon the books and records of the Company. (m) In any case in which this Section 2 provides that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence -6- of such event (i) issuing to a Warrantholder who exercised this Warrant after such record date and before the occurrence of such event the additional shares of Stock issuable upon such exercise by reason of the adjustment required by such event over and above the Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Warrantholder any amount in cash in lieu of any fractional share of Stock pursuant to Section 4(c) hereof. 3. Merger, Consolidation, Restructuring, Reclassification, etc. In the event ------------------------------------------------------------ that the Company shall be a party to any transaction, including without limitation any (i) recapitalization or reclassification of the Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Stock), (iii) any sale or transfer of all or substantially all of the assets of the Company or (iv) any compulsory share exchange, pursuant to which the Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall he made as part of the terms of such transaction whereby the Warrantholder shall have the right thereafter, to exercise this Warrant into the kind and amount of securities, cash and other property receivable upon such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock into which this Warrant might have been exercised immediately prior to such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange. The Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets or which acquires the Company's shares, as the case may be, shall make provisions in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constituent document shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 2. The above provisions shall similarly apply to successive recapitalizations, reclassifications, consolidations, mergers, sales, transfers or share exchanges. As used in this Section 3 the word "Person" means any individual, corporation, partnership, joint venture, association, joint-stock corporation, trust, unincorporated organization or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or business). 4. Exercise Provisions. -------------------- Manner of Exercise. This Warrant may be exercised in whole or in part on or - ------------------ before the Termination Date only by the holder of this Warrant surrendering to the Company, at its principal office, this Warrant, together with the exercise form attached to this Warrant duly executed by the holder and payment to the Company in the amount obtained by multiplying the Purchase Price by the number of shares of Stock designated in the exercise form. Payment may be made at the option of the Warrantholder, either (A) by cash or (B) by bank wire transfer or (C) by surrender of this Warrant with instructions -7- that the Company retain as payment of the Purchase Price the number of Shares determined as set forth in clause (ii) of the following paragraph (a "Cashless Exercise"). In the event of a Cashless Exercise: (i) the holder shall receive the number of Shares determined by multiplying the total number of Shares for which the Cashless Exercise is made by a fraction, the numerator of which shall be the difference between the Current Market Price (as defined below) per Share and the Purchase Price, and the denominator of which shall be the Current Market Price (determined as provided in this Section 4(a)) and (ii) the remaining Shares for which Cashless Exercise has been made shall be deemed to have been paid to the Company as the Purchase Price. For purposes of the above calculation, the Current Market Price of one share of Stock means: (i) the average of the reported closing prices of a share of Stock quoted on the Nasdaq National Market or on any exchange on which the shares of Stock are listed, whichever is applicable, for the five trading days immediately prior to the exercise date of this Warrant, (ii) if no such closing price is available, the average of the closing bid and asked prices of a share of Stock as quoted in the Over-the-Counter Market Summary for the five trading days immediately prior to the exercise date of this Warrant, or (iii) if the shares of Stock are not listed on the Nasdaq National Market or on any exchange as quoted in the Over-the-Counter Market, the fair market value per share of Stock as of the date of exercise of this Warrant as determined by the Company's Board of Directors in good faith. (b) Partial Exercise. On any partial exercise, the Company shall promptly issue ---------------- and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor in the name of the holder of this Warrant providing for the right to purchase that number of Shares as to which this Warrant has not been exercised. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new warrants. (c) No Fractional Shares. The Company shall not be required to issue fractional -------------------- Shares upon exercise of this Warrant. If any fraction of a Share would, but for this Section 4(c), be issuable upon final exercise of this Warrant, in lieu of such fractional Share the Company shall pay to the Warrantholder, in cash, an amount equal to the same fraction of the Current Market Price of such Share on the day immediately prior to the date of such exercise. 5. Delivery of Stock Certificates. ------------------------------- As promptly as practicable and in any event within seven days after full or partial exercise of this Warrant, the Company, at its expense, shall cause to be issued in the name of, and delivered to, the holder of this Warrant, a certificate or certificates for the number of validly issued, fully paid and nonassessable shares of Stock to which that holder is entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. -8- 6. Compliance with Securities Act; Notice of Proposed Transfers; ------------------------------------------------------------- Registration Rights. ------------------- (a) Compliance with Securities Act. The holder of this Warrant, by -------------------------------- acceptance hereof, agrees that this Warrant and the Shares to be issued on its exercise are being acquired for investment and that such holder shall not offer, sell or otherwise dispose of this Warrant or any Shares issued on its exercise except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act"). On exercise of this Warrant, the holder hereof shall confirm in writing, in a form reasonably satisfactory to the Company, that the Shares are being acquired for investment and not with a view toward distribution or resale (unless sale of the Shares has been registered under the Act or an exemption therefrom is available). Any proposed transferee of this Warrant or the Shares shall be required to agree in writing to the provisions of this Section 6 (unless such transfer of the Shares has been registered under the Act). Certificates representing all Shares (unless registered under the Act) shall be stamped or imprinted with a legend describing the restrictions set forth herein. (b) Notice of Proposed Transfers. Prior to any proposed transfer of this ----------------------------- Warrant, the Warrantholder 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, except with respect to an affiliate who represents and warrants that it is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act, if reasonably 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 this Warrant may be effected without registration under the Act, whereupon the Warrantholder shall be entitled to transfer this Warrant in accordance with the terms of its notice. Any new warrant issued to such transferee in replacement of this Warrant shall bear the same legend set forth on the first page of this Warrant, unless (i) such transfer is in accordance with the provisions of Rule 144 promulgated under the Act (or any other rule permitting public sale of this Warrant without registration under the 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 (as such term is defined in Rule 144 promulgated under the Act) of the Company) would be entitled to transfer such securities in a public sale without registration under the Act. Whenever a Warrantholder is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) promulgated under the Act are available to such Warrantholder without limitation, such Warrantholder shall be entitled to receive from the Company, without expense, a new warrant not bearing the restrictive legend set forth on the first page of this Warrant. (c) Registration Rights. The Shares constitute Registerable Securities ------------------- for purposes of the Registration Rights Agreement of even date herewith among the Company and the other parties named therein. -9- 7. Miscellaneous Provisions. ------------------------- (a) Reservation of Stock. The Company has duly reserved and shall at all times reserve and keep available, solely for issuance on exercise of this Warrant, all shares of Stock or other securities from time to time issuable on exercise of this Warrant. (b) Amendment or Waiver. The provisions of this Warrant, or the ------------------- provisions of all of the Warrants, may be amended only by an instrument in writing signed by the Company and the holders of at least two-thirds in interest of the then outstanding and unexpired Warrants, provided that any such amendment that adversely affects any Warrantholder shall require the separate consent of such Warrantholder. So long as he is not adversely effected and subject to the foregoing, the Warrantholder agrees that his rights hereunder may be waived or amended by persons or entities holding more than two-thirds in interest of the then outstanding and unexpired Warrants without obtaining any additional consents of the Warrantholder; provided, however, that any holder of a Warrant may waive any of such holder's rights hereunder with respect to itself without obtaining the consent of any other holder. Any amendment or waiver effected in accordance with this Section 7(b) shall be binding on the Warrantholder and the Warrantholder's successors and assigns. (c) Replacement. On receipt of evidence reasonably satisfactory to the Company ----------- of the loss, theft, destruction, or mutilation of this Warrant and, in the case of loss, theft, or destruction, on delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. (d) No Rights as Shareholder. Without limiting the provisions of Sections 2 and ------------------------ 3 hereof, no holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant as such, any rights of a shareholder of the Company or any right to vote, to give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. (e) Notices. Notices hereunder to the holder of this Warrant shall be sent in ------- accordance with Section 7.2 of the Agreement. -10- (f) Governing Law. This Warrant shall be governed by the laws of the ------------- State of New York, without giving effect to conflicts of law principles. Dated: June 26, 2002 INTEREP NATIONAL RADIO SALES, INC. By: /s/ Ralph C. Guild ----------------------------- Ralph C. Guild Chairman of the Board -11- Form of Exercise ---------------- (To be signed only on exercise of Warrant) To: INTEREP NATIONAL RADIO SALES, INC. The undersigned holder of the attached Warrant hereby irrevocably elects to exercise the right to purchase _____________ shares of Class A Common Stock of INTEREP NATIONAL RADIO SALES, INC. (the "Company") and herewith makes payment of $_____________ (or the portion of the Warrant exercisable for ___ shares) for those shares and requests that the certificate for those shares be issued in the name of the undersigned and delivered to the address below the signature of the undersigned. The undersigned hereby affirms the statements and covenants in Sections 6(a) and 6(b) of the Warrant. Dated: ------------------- --------------------------------------------- Signature Print Name: (Signature must conform in all respects to the name of holder as specified on the face of the attached Warrant.) --------------------------------------------- Address -12- EX-6 8 dex6.txt WARRANT DATED JUNE 26,2002 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 that the following named purchaser, or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from INTEREP NATIONAL RADIO SALES, INC. (the "Company"), a New York corporation, up to the number of fully paid and nonassessable shares (the "Shares) of Class A Common Stock, $.01 par value, of the Company ("Common Stock"), in the aggregate number and at the purchase price (the "Purchase Price") set forth below, from time to time through the Termination Date, as defined below. Such Purchase Price and number of Shares are subject to adjustment as provided in Section 2 of this Warrant. This Warrant is being issued together with certain other warrants of like tenor (collectively, the "Warrants") in connection with the Stock Purchase Agreement of even date herewith, (the "Agreement"), among the Company and the Purchasers named therein. Name of Purchaser: EOS Partners (Offshore) L.P. Address of Purchaser: 320 Park Avenue New York, New York 10022 Number of Shares: 9,875 Purchase Price: $4.00 per Share, as it may be adjusted in accordance with Section 2 hereof. 1. Definitions. ------------ As used in this Warrant, the following terms, unless the context otherwise requires, have the following meanings: (a) "Termination Date" means 5:00 p.m. New York City time, on June 26, 2007. (b) "Company" includes any corporation which succeeds to or assumes the obligations of the Company under this Warrant. (c) "Stock" means shares of Class A Common Stock of the Company and stock of any other class into which those shares are hereafter changed. (d) "Warrantholder," "holder of Warrant," "holder," or similar terms when the context refers to a holder of this Warrant, means any person or entity that at the time is the registered holder of this Warrant. (e) Any other capitalized term used but not defined herein has the meaning set forth in the Agreement. 2. Adjustments to Purchase Price. The Purchase Price shall be subject to ----------------------------- adjustment from time to time, as follows: (a) In case at any time after the date hereof, the Company shall pay or make a dividend or distribution on all or any portion of its Stock or shall make a dividend or other distribution on any other class of capital stock of the Company which dividend or distribution includes Stock, the Purchase Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be decreased by multiplying such Purchase Price by a fraction of which the numerator shall be the number of shares of Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares of Stock and the total number of shares of Stock or other class of capital stock constituting such dividend or other distribution, such decrease to become effective immediately after the opening of business on the day following the date fixed for such determination. For purposes of this Section 2(a), the number of shares of Stock at any time outstanding shall not include shares held in treasury of the Company but shall include shares issuable in respect of scrip certificates, if any, issued in lieu of fractions of shares of Stock. If any dividend or other distribution of the type described in this Section 2(a) is declared but not so paid or made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such dividend or other distribution had not been declared. (b) In case at any time after the date hereof, the Company shall pay or make a dividend or distribution on all or any portion of its Stock consisting of, or shall otherwise issue to all holders of its Stock, rights, warrants or options (not being available on an equivalent basis to the Warrantholder on exercise of this Warrant) entitling the holders of its Stock to subscribe for or purchase Stock at a price per share less than the current market price per share (determined as provided in Section 2(h) hereof) of the shares of Stock on the date fixed for the determination of stockholders entitled to receive such rights, warrants or options (other than pursuant to a dividend reinvestment plan), the Purchase Price in effect at the opening of business on the day following the date fixed for such determination shall be decreased by multiplying such Purchase Price by a fraction of which the numerator shall be the number of shares of Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Stock which the aggregate of the offering price of the total number of shares of Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Stock so offered for subscription or purchase, such decrease to become effective immediately after the opening of business on the day following the date fixed for such determination. For purposes of this Section 2(b), the number of shares of Stock at any time outstanding shall not include shares held in treasury of the Company but shall include shares issuable in respect of scrip certificates, if any, issued in lieu of fractions of shares of Stock. The Company shall not issue any rights or warrants in respect of Stock held in treasury of the -2- Company (or, if rights or warrants are issued in respect of all of the Stock of the Company, will not exercise any such rights or warrants in respect of Stock held in treasury of the Company). In the event that such rights or warrants are not so issued, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Stock at less than the current market price, and in determining the aggregate offering price of such shares of Stock, there shall be taken into account any consideration received for such rights or warrants. The value of such consideration, if other than cash, shall be determined in the reasonable good faith judgment of the Board of Directors of the Company, whose determination shall be conclusive. (c) In case at any time after the date hereof, all or any portion of the Stock outstanding shall be subdivided into a greater number of shares of Stock, the Purchase Price in effect at the opening of business on the day following the day on which such subdivision becomes effective shall be proportionately reduced, and, conversely in case at any time after the date hereof, all or any portion of the Stock outstanding shall each be combined into a smaller number of shares of Stock, the Purchase Price in effect at the opening of business on the day following the day on which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day on which such subdivision or combination becomes effective. (d) In case at any time after the date hereof, the Company shall, by dividend or otherwise, distribute to all holders of its Stock evidences of its indebtedness or assets (including securities, rights, warrants or options, but excluding any rights, warrants, or options referred to in Section 2(b) hereof as entitling the holders of Stock to subscribe for or purchase Stock at a price per share less than the then current market price, any dividend or distribution paid exclusively in cash, any dividend or distribution referred to in Section 2(a) hereof and any dividend or distribution upon a merger or consolidation referred to in Section 3 hereof), the Purchase Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be decreased by multiplying such Purchase Price by a fraction of which the numerator shall be the current market price per share (determined as provided in Section 2(h) hereof) of the Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidence of indebtedness so distributed applicable to one share of Stock and the denominator shall be such current market price per share of the Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. If any dividend or distribution of the type described in this Section 2(d) is declared but not paid or made, the Purchase Price shall again be adjusted to the Purchase Price which would then be in effect if such dividend or distribution had not been declared. -3- (e) In case at any time after the date hereof, the Company shall, by dividend or otherwise, make a distribution to all holders of its Stock consisting exclusively of cash (excluding any cash that is distributed upon a merger or consolidation or a sale or transfer of all or substantially all of the assets of the Company to which Section 3 hereof applies or as a part of a distribution referred to in Section 2(d)) in an aggregate amount that, combined together with (i) the aggregate amount of any other distributions to all holders of its Stock made exclusively in cash within the 12 months immediately preceding the date of payment of such distribution and in respect of which no adjustment pursuant to this Section 2(e) has been made and (ii) the aggregate of any cash plus the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of consideration payable in respect of any tender offer by the Company or any of its subsidiaries for all or any portion of the Stock concluded with the 12 months immediately preceding the date of payment of such distribution and in respect of which no adjustment pursuant to this Section 2(e) has been made, exceeds 12.5% of the product of the current market price per share of Stock on the date for the determination of holders of Stock entitled to receive such distribution multiplied the number of shares of Stock outstanding on such date, then, and in each such case, immediately after the close of business on such date for determination, the Purchase Price in effect immediately prior to the close of business on the date fixed for determination of the stockholders entitled to receive such distribution shall be decreased by multiplying such Purchase Price by a fraction (A) the numerator of which shall be equal to the current market price per share (determined as provided in Section 2(h) hereof) of the Stock on the date fixed for such determination less an amount equal to the quotient of (x) the excess of such combined amount ever such 12.5% and (y) the number of shares of Stock outstanding on such date for determination and (B) the denominator of which shall be equal to the current market price per share (determined as provided in section 2(h) hereof) of the Stock on such date for determination. If any dividend or distribution of the type described in this Section 2(e) is declared but not so paid or made, the Purchase Price shall again be adjusted to the Purchase Price which would then be in effect if such dividend or distribution had not been declared. (f) In case a tender or exchange offer made by the Company or any subsidiary of the Company for all or any portion of the Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender offer) of Purchased Shares (as defined below)) of an aggregate consideration having a fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) that combined together with (i) the aggregate of the cash plus the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) as of the expiration of such tender or exchange offer, of consideration payable in respect of any other tender or exchange offer, by the Company or any subsidiary of the Company for all or any portion of the Stock expiring within the 12 months immediately preceding the expiration of such tender or exchange offer and in respect of which no adjustment, pursuant to this Section 2(f) has been made and (ii) the aggregate amount of any distributions to all holders of the Stock made exclusively in cash within 12 months immediately preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to Section 2(e) hereof -4- has been made, exceeds 12.5% of the product of the current market price per share (determined as provided in Section 2(h) hereof) of the Stock as of the last time (the "Expiration Time") tenders or exchanges could have been made pursuant to such tender or exchange offer (as it may be amended) multiplied by the number of shares of Stock outstanding (including any tendered or exchanged shares) on the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the date of the Expiration Time, the Purchase Price in effect immediately prior to the close of business on the date of the Expiration Time shall be decreased by multiplying such Purchase Price by a fraction (A) the numerator of which shall be equal to (1) the product of (x) the current market price per share (determined as provided in Section 2(h) hereof) of the Stock on the date of the Expiration Time and (y) the number of shares of Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time less (2) the amount of cash plus the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of Purchased Shares, and (B) the denominator of which shall be equal to the product of (xx) the current market price per share (determined as provided in Section 2(h) hereof) of the Stock on the date of the Expiration Time and (yy) the number of shares of Stock outstanding (including any tendered or exchanged shares) on the date of the Expiration Time less the number of all shares of Stock validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares of Stock deemed so accepted up to any such maximum, being referred to as the "Purchased Shares"). In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such tender offer had not been made. (g) The reclassification of Stock into securities other than Stock (other than any reclassification upon a consolidation or merger to which Section 3 hereof applies) shall be deemed to involve (i) a distribution of such securities other than Stock to all holders of Stock (and the effective date of such reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution" and "the date fixed for such determination" within the meaning of Section 2(a)) and (ii) a subdivision or combination, as the case may be, of the number of shares of Stock outstanding immediately prior to such reclassification into the number of shares of Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective," as the case may be, and "the day upon which such subdivision or combination becomes effective", within the meaning of the Section 2(c)). (h) or the purpose of any computation under Sections 2(b), 2(d), 2(e) and 2(f) the current market price per share of Stock on any date shall be deemed to be the average of the daily closing prices per share for the five trading days immediately preceding the earlier of the day in question and the day before the "ex date" with respect to the issuance or distribution requiring such computation. For purposes of this Section 2(h), the term "ex date", when used with respect to any issuance or distribution, means the first date on -5- which the Stock trades regular way on the applicable securities exchange or in the applicable securities market without the right to receive such issuance or distribution. (i) The Company may make such reductions in the Purchase Price, in addition to those required by paragraphs (a), (b), (c.), (d), (e) and (f), of this Section 2, as it considers to be advisable to avoid or diminish any income tax to holders of Stock or rights to purchase Stock resulting from any dividend or distribution of Stock (or rights to acquire Stock) or from any event treated as such for income tax purposes. The Company from time to time may reduce the Purchase Price by any amount for any period of time if the period is at least twenty days, the reduction is irrevocable during the period and the Board of Directors of the Company (or, to the extent permitted by applicable law, a duly authorized, committee thereof) shall have made a determination that such reduction would be in the best interests of the Company, which determination shall be conclusive. Wherever the Purchase Price is reduced pursuant to the preceding sentence, the Company shall mail to Warrantholders of record a notice of the reduction at least fifteen days prior to the date the reduced Purchase Price takes effect, and such notice shall state the reduced purchase Price and the period it will be in effect. (j) Notwithstanding any other provision of this Section 2, no adjustment to the Purchase Price shall reduce the Purchase Price below the then par value per share of the Stock, and any such purported adjustment shall instead reduce the Purchase Price to such par value. The Company hereby covenants not to take any action (i) to increase the par value per share of the Stock or (ii) that would or does result in any adjustment in the Purchase Price that would cause the Purchase Price to be less than the then par value per share of the Stock. (k) Notwithstanding any other provision of this Section 2, no adjustment in the Purchase Price need be made until all cumulative adjustments amount to 1% or more of the Purchase Price as last adjusted. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. (l) Whenever the Purchase Price is adjusted as herein provided: (i) The Company shall compute the adjusted Purchase Price and shall prepare a certificate signed by the Treasurer or Chief Financial Officer of the Company setting forth the adjusted Purchase Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with the transfer agent for this Warrant, if any, and (ii) A notice stating that the Purchase Price has been adjusted and setting forth the adjusted Purchase Price, accompanied by the certificate referred to in clause (i) of this Section 2(l), shall be mailed, as soon as practicable, by the Company to all Warrantholders of record at their last addresses as they shall appear upon the books and records of the Company. (m) In any case in which this Section 2 provides that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence -6- of such event (i) issuing to a Warrantholder who exercised this Warrant after such record date and before the occurrence of such event the additional shares of Stock issuable upon such exercise by reason of the adjustment required by such event over and above the Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Warrantholder any amount in cash in lieu of any fractional share of Stock pursuant to Section 4(c) hereof. 3. Merger, Consolidation, Restructuring, Reclassification, etc. In the ----------------------------------------------------------- event that the Company shall be a party to any transaction, including without limitation any (i) recapitalization or reclassification of the Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Stock), (iii) any sale or transfer of all or substantially all of the assets of the Company or (iv) any compulsory share exchange, pursuant to which the Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall he made as part of the terms of such transaction whereby the Warrantholder shall have the right thereafter, to exercise this Warrant into the kind and amount of securities, cash and other property receivable upon such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock into which this Warrant might have been exercised immediately prior to such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange. The Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets or which acquires the Company's shares, as the case may be, shall make provisions in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constituent document shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 2. The above provisions shall similarly apply to successive recapitalizations, reclassifications, consolidations, mergers, sales, transfers or share exchanges. As used in this Section 3 the word "Person" means any individual, corporation, partnership, joint venture, association, joint-stock corporation, trust, unincorporated organization or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or business). 4. Exercise Provisions. ------------------- (a) Manner of Exercise. This Warrant may be exercised in whole or in part ------------------ on or before the Termination Date only by the holder of this Warrant surrendering to the Company, at its principal office, this Warrant, together with the exercise form attached to this Warrant duly executed by the holder and payment to the Company in the amount obtained by multiplying the Purchase Price by the number of shares of Stock designated in the exercise form. Payment may be made at the option of the Warrantholder, either (A) by cash or (B) by bank wire transfer or (C) by surrender of this Warrant with instructions -7- that the Company retain as payment of the Purchase Price the number of Shares determined as set forth in clause (ii) of the following paragraph (a "Cashless Exercise"). In the event of a Cashless Exercise: (i) the holder shall receive the number of Shares determined by multiplying the total number of Shares for which the Cashless Exercise is made by a fraction, the numerator of which shall be the difference between the Current Market Price (as defined below) per Share and the Purchase Price, and the denominator of which shall be the Current Market Price (determined as provided in this Section 4(a)) and (ii) the remaining Shares for which Cashless Exercise has been made shall be deemed to have been paid to the Company as the Purchase Price. For purposes of the above calculation, the Current Market Price of one share of Stock means: (i) the average of the reported closing prices of a share of Stock quoted on the Nasdaq National Market or on any exchange on which the shares of Stock are listed, whichever is applicable, for the five trading days immediately prior to the exercise date of this Warrant, (ii) if no such closing price is available, the average of the closing bid and asked prices of a share of Stock as quoted in the Over-the-Counter Market Summary for the five trading days immediately prior to the exercise date of this Warrant, or (iii) if the shares of Stock are not listed on the Nasdaq National Market or on any exchange as quoted in the Over-the-Counter Market, the fair market value per share of Stock as of the date of exercise of this Warrant as determined by the Company's Board of Directors in good faith. (b) Partial Exercise. On any partial exercise, the Company shall promptly ---------------- issue and deliver to the holder of this Warrant a new Warrant or Warrants of like tenor in the name of the holder of this Warrant providing for the right to purchase that number of Shares as to which this Warrant has not been exercised. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new warrants. (c) No Fractional Shares. The Company shall not be required to issue -------------------- fractional Shares upon exercise of this Warrant. If any fraction of a Share would, but for this Section 4(c), be issuable upon final exercise of this Warrant, in lieu of such fractional Share the Company shall pay to the Warrantholder, in cash, an amount equal to the same fraction of the Current Market Price of such Share on the day immediately prior to the date of such exercise. 5. Delivery of Stock Certificates. ------------------------------ As promptly as practicable and in any event within seven days after full or partial exercise of this Warrant, the Company, at its expense, shall cause to be issued in the name of, and delivered to, the holder of this Warrant, a certificate or certificates for the number of validly issued, fully paid and nonassessable shares of Stock to which that holder is entitled on such exercise, together with any other securities and property to which that holder is entitled on such exercise under the terms of this Warrant. -8- 6. Compliance with Securities Act; Notice of Proposed Transfers; Registration Rights. ------------------------------------------------------------- (a) Compliance with Securities Act. The holder of this Warrant, by acceptance ------------------------------ hereof, agrees that this Warrant and the Shares to be issued on its exercise are being acquired for investment and that such holder shall not offer, sell or otherwise dispose of this Warrant or any Shares issued on its exercise except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act"). On exercise of this Warrant, the holder hereof shall confirm in writing, in a form reasonably satisfactory to the Company, that the Shares are being acquired for investment and not with a view toward distribution or resale (unless sale of the Shares has been registered under the Act or an exemption therefrom is available). Any proposed transferee of this Warrant or the Shares shall be required to agree in writing to the provisions of this Section 6 (unless such transfer of the Shares has been registered under the Act). Certificates representing all Shares (unless registered under the Act) shall be stamped or imprinted with a legend describing the restrictions set forth herein. (b) Notice of Proposed Transfers. Prior to any proposed transfer of this ---------------------------- Warrant, the Warrantholder 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, except with respect to an affiliate who represents and warrants that it is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act, if reasonably 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 this Warrant may be effected without registration under the Act, whereupon the Warrantholder shall be entitled to transfer this Warrant in accordance with the terms of its notice. Any new warrant issued to such transferee in replacement of this Warrant shall bear the same legend set forth on the first page of this Warrant, unless (i) such transfer is in accordance with the provisions of Rule 144 promulgated under the Act (or any other rule permitting public sale of this Warrant without registration under the 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 (as such term is defined in Rule 144 promulgated under the Act) of the Company) would be entitled to transfer such securities in a public sale without registration under the Act. Whenever a Warrantholder is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) promulgated under the Act are available to such Warrantholder without limitation, such Warrantholder shall be entitled to receive from the Company, without expense, a new warrant not bearing the restrictive legend set forth on the first page of this Warrant. (c) Registration Rights. The Shares constitute Registerable Securities for ------------------- purposes of the Registration Rights Agreement of even date herewith among the Company and the other parties named therein. -9- 7. Miscellaneous Provisions. ------------------------ (a) Reservation of Stock. The Company has duly reserved and shall at all -------------------- times reserve and keep available, solely for issuance on exercise of this Warrant, all shares of Stock or other securities from time to time issuable on exercise of this Warrant. (b) Amendment or Waiver. The provisions of this Warrant, or the provisions ------------------- of all of the Warrants, may be amended only by an instrument in writing signed by the Company and the holders of at least two-thirds in interest of the then outstanding and unexpired Warrants, provided that any such amendment that adversely affects any Warrantholder shall require the separate consent of such Warrantholder. So long as he is not adversely effected and subject to the foregoing, the Warrantholder agrees that his rights hereunder may be waived or amended by persons or entities holding more than two-thirds in interest of the then outstanding and unexpired Warrants without obtaining any additional consents of the Warrantholder; provided, however, that any holder of a Warrant may waive any of such holder's rights hereunder with respect to itself without obtaining the consent of any other holder. Any amendment or waiver effected in accordance with this Section 7(b) shall be binding on the Warrantholder and the Warrantholder's successors and assigns. (c) Replacement. On receipt of evidence reasonably satisfactory to the ----------- Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of loss, theft, or destruction, on delivery of any indemnity agreement or bond reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu of this Warrant, a new Warrant of like tenor. (d) No Rights as Shareholder. Without limiting the provisions of Sections 2 ------------------------ and 3 hereof, no holder of this Warrant, as such, shall be entitled to vote or receive dividends or be considered a shareholder of the Company for any purpose, nor shall anything in this Warrant be construed to confer on any holder of this Warrant as such, any rights of a shareholder of the Company or any right to vote, to give or withhold consent to any corporate action, to receive notice of meetings of shareholders, to receive dividends or subscription rights or otherwise. (e) Notices. Notices hereunder to the holder of this Warrant shall be ------- sent in accordance with Section 7.2 of the Agreement. -10- (f) Governing Law. This Warrant shall be governed by the laws of the State ------------- of New York, without giving effect to conflicts of law principles. Dated: June 26, 2002 INTEREP NATIONAL RADIO SALES, INC. By: /s/ Ralph C. Guild ------------------------------- Ralph C. Guild Chairman of the Board -11- Form of Exercise ---------------- (To be signed only on exercise of Warrant) To: INTEREP NATIONAL RADIO SALES, INC. The undersigned holder of the attached Warrant hereby irrevocably elects to exercise the right to purchase _____________ shares of Class A Common Stock of INTEREP NATIONAL RADIO SALES, INC. (the "Company") and herewith makes payment of $_____________ (or the portion of the Warrant exercisable for ___ shares) for those shares and requests that the certificate for those shares be issued in the name of the undersigned and delivered to the address below the signature of the undersigned. The undersigned hereby affirms the statements and covenants in Sections 6(a) and 6(b) of the Warrant. Dated: ------------------- ------------------------------------ Signature Print Name: (Signature must conform in all respects to the name of holder as specified on the face of the attached Warrant.) ------------------------------------ Address -12- -----END PRIVACY-ENHANCED MESSAGE-----