10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006

OR

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 000-28395

INTEREP NATIONAL RADIO SALES, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York	13-1865151
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
100 Park Avenue, New York, New York	10017
(Address of Principal Executive Offices)	(Zip Code)

(212) 916-0700

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes  ¨    No  x

The number of shares of the registrant’s Common Stock outstanding as of the close of business on November 8, 2006, was 7,345,014 shares of Class A Common Stock, and 3,950,862 shares of Class B Common Stock.

PART I

FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

INTEREP NATIONAL RADIO SALES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share information)

	September 30, 2006			December 31, 2005
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	10,810		$	6,928
Receivables, less allowance for doubtful accounts of $586 and $623		18,560			20,905
Representation contract buyouts receivable		1,004			12,054
Current portion of deferred representation contract costs		9,162			11,082
Prepaid expenses and other current assets		1,078			1,616
Total current assets		40,614			52,585
Fixed assets, net		2,245			3,594
Deferred representation contract costs		16,459			21,799
Representation contract buyouts receivable		36			5,123
Investments and other assets		3,651			5,858
	$	63,005		$	88,959
LIABILITIES AND CAPITAL DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	13,685		$	19,287
Accrued interest		2,475			4,950
Representation contract buyouts payable		1,644			5,135
Accrued employee-related liabilities		4,093			4,358
Total current liabilities		21,897			33,730
Long-term debt		99,000			99,000
Representation contract buyouts payable		858			1,063
Other noncurrent liabilities		7,339			3,644
Total liabilities		129,094			137,437
Capital deficit:
4% Series A cumulative convertible preferred stock, $0.01 par value—400,000 shares authorized, 128,276 and 123,342 shares issued and outstanding at September 30, 2006 and December 31, 2005 (aggregate liquidation preference—$12,828)		1			1
Class A common stock, $0.01 par value—20,000,000 shares authorized, 7,303,679 and 7,022,446 shares issued and outstanding at September 30, 2006 and December 31, 2005		73			70
Class B common stock, $0.01 par value—10,000,000 shares authorized, 3,992,197 and 4,273,430 shares issued and outstanding at September 30, 2006 and December 31, 2005, convertible into Class A common stock		40			43
Additional paid-in-capital		52,665			52,512
Accumulated deficit		(118,868	)		(101,104	)
Total capital deficit		(66,089	)		(48,478	)
	$	63,005		$	88,959

The accompanying notes are an integral part of these consolidated financial statements.

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INTEREP NATIONAL RADIO SALES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2006			2005			2006			2005
Commission revenues	$	17,855		$	20,135		$	51,890		$	59,300
Contract termination revenue		598			5,943			978			19,358
Total revenues		18,453			26,078			52,868			78,658
Operating expenses:
Selling expenses		20,135			15,422			52,546			45,711
General and administrative expenses		2,186			2,679			8,228			8,401
Depreciation and amortization expense		2,971			4,838			9,766			15,897
Total operating expenses		25,292			22,939			70,540			70,009
Operating (loss) income		(6,839	)		3,139			(17,672	)		8,649
Gain on sale of investment		—			—			7,965			—
Net undistributed earnings in equity investee		—			110			93			276
Interest expense, net		(2,455	)		(2,609	)		(7,890	)		(7,762	)
(Loss) income before provision for income taxes		(9,294	)		640			(17,504	)		1,163
Provision for income taxes		42			38			260			179
Net (loss) income		(9,336	)		602			(17,764	)		984
Preferred stock dividend		128			123			378			363
Net (loss) income applicable to common shareholders	$	(9,464	)	$	479		$	(18,142	)	$	621
Basic and fully diluted (loss) income per share applicable to common shareholders	$	(0.84	)	$	0.04		$	(1.61	)	$	0.05

The accompanying notes are an integral part of these consolidated financial statements.

2

INTEREP NATIONAL RADIO SALES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the Nine Months Ended September 30,
	2006			2005
Cash flows from operating activities:
Net (loss) income	$	(17,764	)	$	984
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		9,766			15,897
Amortization of renewal payments		792			184
Net undistributed earnings in equity investee		(93	)		(276	)
Gain on sale of investment		(7,965	)		—
Non-cash compensation expense		38			—
Changes in assets and liabilities:
Receivables		2,345			758
Representation contract buyouts receivable		16,137			(15,504	)
Prepaid expenses and other current assets		538			(42	)
Other noncurrent assets		(175	)		(220	)
Accounts payable and accrued expenses		(5,487	)		(1,554	)
Accrued interest		(2,475	)		(2,470	)
Accrued employee-related liabilities		(265	)		951
Other noncurrent liabilities		3,695			323
Net cash used in operating activities		(913	)		(969	)
Cash flows from investing activities:
Additions to fixed assets		(212	)		(2,193	)
Proceeds from sale of investment		9,947			—
Net cash provided by (used in) investing activities		9,735			(2,193	)
Cash flows from financing activities:
Station representation contract payments		(4,940	)		(3,799	)
Reimbursement by landlord for leasehold improvements		—			1,059
Gross borrowings on credit facility		7,549			23,440
Gross repayments on credit facility		(7,549	)		(19,940	)
Net cash (used in) provided by financing activities		(4,940	)		760
Net increase (decrease) in cash and cash equivalents		3,882			(2,402	)
Cash and cash equivalents, beginning of period		6,928			4,937
Cash and cash equivalents, end of period	$	10,810		$	2,535
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	9,921		$	9,958
Income taxes		260			179
Non-cash investing and financing activities:
Station representation contracts acquired	$	1,244		$	2,342
Preferred stock dividend		378			363

The accompanying notes are an integral part of these consolidated financial statements.

3

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share information)

1. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Interep National Radio Sales, Inc., together with its subsidiaries (collectively, “we” or “us”), and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. All significant intercompany transactions and balances have been eliminated.

The consolidated financial statements as of September 30, 2006 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results for the periods presented. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Consolidated Financial Statements for the year ended December 31, 2005, which are available upon request, at our website, www.interep.com, or at the Securities and Exchange Commission website, www.sec.gov. Due to the seasonal nature of our business, the results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2006.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Allowance for doubtful accounts

We provide an allowance for doubtful accounts equal to our estimated uncollectible accounts receivable. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. We write off uncollectible accounts when we confirm with the customer that the account is uncollectible.

Revenue Recognition

We are a national representation firm serving radio broadcast clients and certain television stations and internet service providers throughout the United States. Commission revenues are derived from sales of advertising time for radio stations and television stations under representation contracts. Commissions and fees are recognized in the month the advertisement is broadcast. In connection with our unwired radio network business, we collect fees for unwired network radio advertising and, after deducting our commissions, remit the fees to the respective radio stations. In instances when we are not legally obligated to pay a station or service provider until the corresponding receivable is paid, fees payable to stations have been offset against the related receivable from advertising agencies in the accompanying consolidated balance sheets. We record all commission revenues on a net basis. Commissions are recognized based on the standard broadcast calendar that ends on the last Sunday in each reporting period. The broadcast calendars for the three months and nine months ended September 30, 2006 and 2005 each had 13 weeks and 39 weeks, though some broadcast calendar quarters, such as the fourth quarter of 2006, will have 14 weeks.

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INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Representation Contract Termination Revenue and Contract Acquisition Costs

Our station representation contracts have stated initial terms, and thereafter usually renew automatically from year to year unless either party provides written notice of termination at least twelve months prior to the next automatic renewal date. In accordance with industry practice, in lieu of termination, an arrangement is normally made for the purchase of such contracts by a successor representative firm. The purchase price paid by the successor representation firm is generally based upon historic commission income projected over the remaining contract period plus two months. Income earned from the sale of station representation contracts (contract termination revenue) is recognized on the effective date of the buyout agreement. Costs of obtaining station representation contracts are deferred and amortized over the life of the new contract. Such amortization is included in the accompanying consolidated statements of operations as a component of depreciation and amortization expense. Amounts which are to be amortized during the next year are included as current assets in the accompanying consolidated balance sheets. We review the realizability of these deferred costs on a quarterly basis. From time to time, we have paid inducements to extend the life of contracts with our radio groups. These inducement payments are recorded as deferred costs and expensed in the period benefited.

Income (Loss) Per Share

Basic income (loss) per share applicable to common shareholders for each of the respective periods has been computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period, amounting to 11,295,876 for the three and nine months ended September 30, 2006 and 2005. Diluted income (loss) per share would reflect the potential dilution that could occur if the outstanding options to purchase common stock were exercised. For the purposes of determining diluted income (loss) per share applicable to common shareholders for the three and nine months ended September 30, 2005, options to purchase common stock in the amount of 41,667 and 33,667 shares, respectively, have been assumed to be converted to common shares. For the three and nine months ended September 30, 2006, the exercise of outstanding options would have an antidilutive effect and therefore have been excluded from the calculation. Shares issuable under options that have not been included in the fully diluted income (loss) per share calculation because of their antidilutive effect were 4,191,135 and 5,386,950 for the three months ended September 30, 2006 and 2005 and 4,191,135 and 5,394,950, for the nine months ended September 30, 2006 and 2005.

Restructuring and Severance Charges

In 2005, we continued to offer an early retirement program, which was accepted by 18 people, including four executives, to reduce compensation costs on a going forward basis. We accrued $6,134 in the first nine months of 2006 for 25 terminations, including 6 executives. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 146, Accounting for Costs Associated with Exit or Disposal Activities, we recorded this liability at fair value as of the time the liability was incurred. At December 31, 2005, the accompanying consolidated balance sheets include accruals relating to the restructuring program of $1,705. We paid approximately $2,252 and $2,070 of termination benefits during the nine months ended September 30, 2006 and 2005, and accreted approximately $133 and $127 of interest expense. As of September 30, 2006, the remaining accrual was $5,720, of which $2,048 is included in accrued employee related liabilities and $3,672 is included in other noncurrent liabilities.

Stock-Based Compensation

Effective January 1, 2006, we adopted SFAS No. 123(R), Share-Based Payment (“SFAS No. 123R”), using the modified prospective application transition method. As described in Note 1 of the December 31, 2005 Consolidated Financial Report, SFAS No. 123R revises SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”). Under the modified prospective method, we have recorded compensation cost

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INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

for the unvested portion of previously issued awards that remain outstanding at the initial date of adoption (using the amounts previously measured under SFAS No. 123 for pro forma disclosure purposes). Since we have chosen the modified prospective application transition method, the financial statements for the prior interim period have not been restated.

SFAS No. 123R requires us to estimate forfeitures in calculating the expense relating to stock-based compensation as opposed to recognizing these forfeitures and the corresponding reduction in expense as they occur. In addition, SFAS No. 123R requires the Company to reflect the tax savings resulting from tax deductions in excess of compensation expense reflected in its financial statements as a cash inflow from financing activities in its statement of cash flows rather than as an operating cash flow as in prior periods.

Prior to January 1, 2006 as permitted under generally accepted accounting principles, we accounted for our employee stock-based compensation plan using the intrinsic value method, as prescribed by APB No. 25 Accounting for Stock Issued to Employees and interpretations thereof (collectively “APB 25”) versus the fair value method allowed by SFAS No. 123. We implemented the disclosure provision of SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure. This statement amended the disclosure provisions of SFAS No. 123, to require prominent disclosure of the effect on reported net income of an entity’s accounting policy decisions with respect to stock-based employee compensation and amended APB Opinion No. 28, Interim Financial Reporting, to require disclosure of those effects in interim financial information. Accordingly, no compensation cost has been recognized in the accompanying Consolidated Statements of Operations for the quarter and nine months ended September 30, 2005 in respect of stock options granted during that period. Had compensation cost for these options been determined consistent with SFAS No. 123 and SFAS No. 148, our net loss applicable to common shareholders, basic and diluted loss per share would have been as follows:

	September 30, 2005
Net income applicable to common shareholders, as reported	$	621
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(580	)
Pro forma net income	$	41
Income per share:
Basic and diluted—as reported	$	0.05
Basic and diluted—pro forma	$	0.00

Pro forma information regarding net income and earnings per share, as presented in Note 1, is required by SFAS No. 123, as amended by SFAS No. 148, and has been determined as if we had accounted for our employee stock options under the fair value method of SFAS No. 123 as of its effective date. The weighted averaged fair value for options was estimated at the dates of grant using a Black-Scholes option-pricing model, with the following weighted average assumptions: risk free interest rate of 3.25% for the nine months ended September 30, 2005; expected volatility factor of 101% for the nine months ended September 30, 2005; expected dividend yield of 0% for the nine months ended September 30, 2005; and estimated option lives of 5 years for the nine months ended September 30, 2005.

Consistent with prior years, the fair value of each stock option granted during the nine months ended September 30, 2006 was estimated at the date of grant using a Black-Scholes option pricing model based on the assumptions of expected volatility of 287%, expected dividend yield of 0%, expected term of 5 years and a risk-free interest rate of 7.00%. The expected volatility is based on our consideration of the historical volatility of our

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INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

stock based on our historical stock prices. The expected term of an option is based on our historical review of employee exercise behavior based on the employee class (executive or non-executive) and based on our consideration of the remaining contractual term if limited exercise activity existed for a certain employee class. The risk-free interest rate is the constant maturity interest rate for U.S. Treasury instruments with terms consistent with the expected lives of the awards.

A summary of stock option activity as of September 30, 2006 and changes during the nine months ended September 30, 2006 is presented below (in thousands except share and per share amounts):

	Number of Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Options Outstanding at January 1, 2006	4,508,885		$	2.00	—	$	2
Granted	20,000			0.36	—		3
Exercised	—			—	—		—
Cancelled	(337,750	)		1.91	—		—
Options Outstanding at September 30, 2006	4,191,135		$	2.00	6.3	$	5
Exercisable at September 30, 2006	4,136,133		$	2.01	6.2	$	3

The weighted average grant-date fair value of stock options granted during the nine months ended September 30, 2006 was $0.26.

During the nine months ended September 30, 2006, we expensed $38 as non-cash stock-based compensation. As of September 30, 2006, we had $30 of total unrecognized stock-based compensation expense related to stock options that is expected to be recognized over a weighted average period of 0.9 years.

New Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109” (“FIN 48”), which will become effective for the company on January 1, 2007. This standard clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements. A company can only recognize the tax position in the financial statements if the position is more-likely-than-not to be upheld on audit based only on the technical merits of the tax position. This accounting standard also provides guidance on thresholds, measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial-statement comparability among different companies. We do not expect implementation of the standard will have a material effect on its results of operations or financial position.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”) to clarify the definition of fair value, establish a framework for measuring fair value and expand the disclosures on fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and

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INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 will be effective for fiscal years beginning after November 15, 2007. We do not expect implementation of the standard will have a material effect on our results of operations or financial position.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 106, and 132(R)” (“SFAS No. 158”). SFAS No. 158 requires employers to recognize a net liability or asset and an offsetting adjustment to accumulated other comprehensive income to report the funded status of defined benefit pension and other postretirement benefit plans. Previous standards required employers to disclose the complete funded status of its plans only in the notes to the financial statements. Additionally, SFAS No. 158 requires employers to measure plan assets and obligations at their year-end balance sheet date. We will adopt SFAS No. 158 prospectively, as of the end of the current fiscal year, as required.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin 108, “Considering the Effects on Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” (“SAB 108”). SAB 108 requires registrants to quantify errors using both the income statement method (i.e. iron curtain method) and the rollover method and requires adjustment if either method indicates a material error. If a correction in the current year relating to prior year errors is material to the current year, then the prior year financial information needs to be corrected. A correction to the prior year results that are not material to those years, would not require a “restatement process” where prior financials would be amended. SAB 108 is effective for fiscal years ending after November 15, 2006. We do not anticipate that SAB 108 will have a material effect on our financial position, results of operations or cash flows.

Reclassification

Certain reclassifications have been made to prior period financial statements to conform to the current period’s presentation.

2. Stock-Based Employee Compensation

On January 2, 2006, we granted 20,000 options to an executive at an exercise price of $0.36, which was the fair market value at the date of grant. These options were fully vested on the date of grant. The weighted averaged fair value for options was estimated at the dates of grant using a Black-Scholes option-pricing model to be $0.26 for the nine months ended September 30, 2006, with the following weighted average assumptions: risk free interest rate of 7.0% for the nine months ended September 30, 2006; expected volatility factor of 287% for the nine months ended September 30, 2006, which is based upon historical volatility; expected dividend yield of 0% for the nine months ended September 30, 2006; and estimated option lives of 5 years for the nine months ended September 30, 2006. See Note 1 above for additional information on Stock-based employee compensation.

On March 29, 2005, we granted, for Board-related service, 15,000 options to each of five directors and officers at an exercise price of $0.46, which was the fair market value per share of our Class A Common Stock at the date of grant as quoted on the OTC Bulletin Board. On April 27, 2005, we granted 200,000 options to one of our executives at an exercise price of $0.51, which was 110% of the fair market value on the date of grant.

On April 27, 2005, we reduced the exercise price of certain stock options held by one of our executives. The original exercise prices and number of shares were as follows: 626,880 shares at $3.80 per share; 1,253,759 shares at $4.02 per share; 52,240 shares at $4.20 per share and 125,000 at $2.81 per share. The price per share

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INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

was reduced to $0.69 per share, which represented 150% of the $0.46 per share closing price of our Class A Common Stock on April 27, 2005. The termination date for these options was changed to December 31, 2015.

3. Capital Deficit

In May 2002, we amended our restated certificate of incorporation for the purpose of establishing a series of preferred stock referred to as the Series A Convertible Preferred Stock (the “Series A Stock”), with the authorization to issue up to 400,000 shares. The Series A Stock has a face value of $100 per share and a liquidation preference in such amount in priority over our Class A and Class B common stock. Each share of the Series A Stock may be converted at the option of the holder at any time into 25 shares of Class A common stock at an initial conversion price of $4.00 per share (subject to anti-dilution adjustments). If the market price of our Class A common stock is $8.00 or more for 30 consecutive trading days, the Series A Stock will automatically be converted into shares of Class A common stock at the then applicable conversion price. The Series A Stock bears a 4% annual cumulative dividend that may be paid in cash or in kind (in additional shares of the Series A Stock) at our discretion. We expect to pay such dividends in kind for the foreseeable future. Holders of shares of the Series A Stock vote on most matters on an “as converted” basis, together with the holders of Class A and Class B common stock. During 2002, we completed a series of private placements to issue 110,000 units for an aggregate purchase price of $11,000. Each unit consists of one share of Series A Stock and 6.25 warrants to acquire an equal number of shares of Class A common stock. The warrants are exercisable at any time from the date of grant and expire at various times in 2007. We allocated the net proceeds of approximately $10,230 from the sale of Series A Stock between the convertible preferred stock and the warrants, both of which are classified in additional paid in capital. We incurred approximately $770 in legal and other costs directly related to the private placements. A stock dividend for the Series A Stock in the amount of 4,934 and 4,744 was paid as of May 1, 2006 and 2005, respectively.

Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder or automatically under certain circumstances. Each share of the Class B common stock is entitled to 10 votes per share in all matters presented to the shareholders, except for certain amendments to the Restated Certificate of Incorporation, certain “going private” transactions and as otherwise required by applicable law. The shares of Class A common stock are entitled to one vote per share on all matters.

4. Long-Term Debt

Long-term debt at September 30, 2006 was comprised of $99,000 in 10.0% Senior Subordinated Notes due July 1, 2008 (the “Notes”). As of September 30, 2006, there was no outstanding balance on the $10,000 senior secured revolving credit facility, as described below.

The Notes are general unsecured obligations of the Company, and the indenture for the Notes provides, among other things, restrictions on incurring additional indebtedness, payment of dividends, repurchase of equity interests (as defined), creation of liens (as defined), transactions with affiliates (as defined), sales of assets or certain mergers and consolidations. Management believes that we are in compliance with these covenants. The Notes bear interest at the rate of 10.0% per annum, payable semiannually on January 1 and July 1. The Notes are subject to redemption at the option of the Company, in whole or in part. All of our subsidiaries are guarantors of the Notes. Each guarantee is full, unconditional and joint and several with the other guarantees. We have no other assets or operations separate from our investment in the subsidiaries.

We capitalized $4,689 of costs incurred in the offering of the Notes which is being amortized over the ten year life of the Notes. At September 30, 2006, the remaining balance is $818.

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INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We have a $10,000 senior secured revolving credit facility with Commerce Bank, N.A. that enables us to efficiently manage our cash, as we may borrow, repay and re-borrow funds as needed. The term of the credit facility expires on December 31, 2007. The credit facility is secured by a first priority lien on all of our and our subsidiaries’ property and assets, tangible and intangible. Interest is payable monthly on the borrowings at rates based on either a prime rate or LIBOR, plus a premium of 1% for prime rate borrowings, and 4% for LIBOR borrowings. In addition to covenants similar to those in the indenture governing the Notes, the credit facility requires, among other things, that we (i) maintain certain 12-month trailing Operating EBITDA levels (“Operating EBITDA”, defined in the Loan and Security Agreement for any period as: (a) Net Income (Loss), plus (b) all taxes on income plus state and local franchise and corporation taxes paid by the Borrower and any of its Subsidiaries plus (c) all interest expense deducted in determining such Net Income, plus (d) all depreciation and amortization expense and other non-cash charges (including, without limitation, non-cash charges resulting from the repricing of employee stock options), plus (e) severance costs expensed but not yet paid in cash, less (f) extraordinary gains, plus (g) extraordinary losses, less (h) Contract Termination Revenue, but plus Contract Termination Revenue received in cash and (i) less Contract Acquisition Payments, in each case for such period, in each case in connection with Borrower and its Subsidiaries, on a consolidated basis); (ii) have a certain minimum accounts receivable balance as of the end of each quarter; (iii) have not less than $200,000 of representation contract value (as defined) as of the end of each quarter; and (iv) have not less than $2,000 of cash and cash equivalents as of the end of each quarter. Management believes that we are in compliance with these covenants. We incurred approximately $500 in legal and other costs directly related to the revolving credit facility and an additional $200 of such costs related to an amendment of the revolving credit facility in July 2005, which are being amortized as interest expense over the life of the extended facility. Substantially all of our subsidiaries, jointly, severally and unconditionally guarantee the credit facility.

5. Commitments and Contingencies

We are involved in various legal actions from time to time arising in the normal course of business. In the opinion of management, there are no matters outstanding that would have a material adverse effect on the consolidated financial position or results of our operations.

We maintain some of our cash in bank deposit accounts, money market funds and certificates of deposits, which at September 30, 2006 exceeded federally insured limits by approximately $9,854. These accounts are maintained in high credit quality financial institutions in order to reduce the risk of potential losses. We historically have not experienced any losses in these accounts.

6. Subsequent Events

Our Board of Directors accepted the resignations of Marc G. Guild as President, Marketing Division and George E. Pine as a director and as President and Chief Operating Officer. They both resigned as part of our early separation program which is part of our overall efforts to reduce administrative costs. Mr. Guild will continue as a member of our Board of Directors and his duties will be shared by various persons within the Company. A successor to Mr. Pine has not yet been named. Ralph Guild will temporarily oversee Mr. Pine’s responsibilities. We have hired an executive search firm, and expect to announce plans to fill the position, internally or externally, by the end of the year. The severance costs related to these resignations were expensed in the third quarter of 2006.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Consolidated Financial Statements, including the notes thereto, included elsewhere in this Report.

Throughout this Quarterly Report, when we refer to “Interep” or “the Company,” we refer collectively to Interep National Radio Sales, Inc. and all of our subsidiaries unless the context indicates otherwise or as otherwise noted.

Important Note Regarding Forward Looking Statements

Some of the statements made in this Quarterly Report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not statements of historical fact, but instead represent our belief about future events. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. These statements are based on many assumptions and involve known and unknown risks and uncertainties that are inherently uncertain and beyond our control. These risks and uncertainties may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different than any expressed or implied by these forward-looking statements. Although we believe that the expectations in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should review the factors noted in Management’s Discussion and Analysis of Financial Condition and Results of Operation—Certain Factors That May Affect Our Results of Operations below for a discussion of some of the things that could cause actual results to differ from those expressed in our forward-looking statements.

Overview

We derive a substantial majority of our revenues from commissions on sales of national spot radio advertising airtime for the radio stations we represent. Generally, advertising agencies or media buying services retained by advertisers purchase national spot advertising time. We receive commissions from our client radio stations based on the national spot radio advertising billings of the station, net of agency commissions, generally 15%. We enter into written representation contracts with our clients, which include negotiated commission rates. Because commissions are based on the prices paid to radio stations for spots, our revenue base is essentially adjusted for inflation.

Our operating results generally depend on:

• changes in advertising expenditures;

• increases and decreases in the size of the total national spot radio advertising market;

• changes in our share of this market;

• acquisitions and terminations of representation contracts; and

• operating expense levels.

The effect of these factors on our financial condition and results of operations varies from period to period.

A number of factors influence the performance of the national spot radio advertising market, including, but not limited to, general economic conditions, consumer attitudes and spending patterns, the amount spent on advertising generally, the share of total advertising spent on radio and the share of total radio advertising represented by national spot radio.

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Our share of the national spot advertising market changes as a result of increases and decreases in the amount of national spot advertising broadcast by our clients. Moreover, our market share increases as we acquire representation contracts with new client stations and decreases if current client representation contracts are terminated. Thus, our ability to attract new clients and to retain existing clients affects our market share.

The value of representation contracts that have been acquired or terminated during the last few years has tended to increase due to a number of factors, including the consolidation of ownership in the radio broadcast industry following the passage of the Telecommunications Act of 1996. In the period following that legislation, we increased our representation contract acquisition activity and devoted a significant amount of our resources to these acquisitions. We base our decisions to acquire a representation contract on the market share opportunity presented and an analysis of the costs and net benefits to be derived. We continuously seek opportunities to acquire additional representation contracts on attractive terms, while maintaining our current clients. Our ability to acquire and maintain representation contracts has had, and will continue to have, a significant impact on our revenues and cash flows.

We recognize revenues on a contract termination as of the effective date of the termination, except in the case of a material dispute. In that event, revenue is recognized when the dispute is resolved. When a contract is terminated, we write off in full the unamortized portion, if any, of the cost we originally incurred on our acquisition of the contract. When we enter into a representation contract with a new client, we amortize the contract acquisition cost in equal monthly installments over the life of the new contract. As a result, our operating income is affected, negatively or positively, by the acquisition or loss of client stations. We are unable to forecast any trends in contract buyout activity, or in the amount of revenues or expenses that will likely be associated with buyouts during a particular period. Generally, the amount of revenue resulting from the buyout of a representation contract depends on the length of the remaining term of the contract and the revenue generated under the contract during the 12-month “trailing period” preceding the date of termination. The amount recognized by us as contract termination revenue in any period is not, however, indicative of contract termination revenue that may be realized in any future period. Historically, the level of buyout activity has varied from period to period. Additionally, the length of the remaining terms, and the commission revenue generation, of the contracts which are terminated in any period vary to a considerable extent. Accordingly, while buyout activity and the size of buyout payments generally increased after 1996, their impact on our revenues and income is expected to be uncertain, due to the variables of contract length and commission generation.

Similar to radio representation, we sell advertising on behalf of Internet website clients. Revenues and expenses from this portion of our business are affected generally by the level of advertising on the Internet, and the portion of that advertising that we can direct to our clients’ websites, the prices obtained for advertising on the Internet and our ability to obtain contracts from high-traffic Internet websites and from Internet advertisers.

In November 2005, we entered into the television representation business by organizing Azteca America Spot Television Sales, Inc. (“Azteca Television Sales”), a dedicated television representation company for the Azteca America network. As with radio representation, we sell advertising on behalf of our television clients.

Our selling and corporate expense levels are dependent on management decisions regarding operating and staffing levels and inflation. Selling expenses represent all costs associated with our marketing, sales and sales support functions. Corporate expenses include items such as corporate management, corporate communications, financial services, advertising and promotion expenses and employee benefit plan contributions.

Our business generally follows the pattern of advertising expenditures. It is seasonal to the extent that radio advertising spending increases during the fourth calendar quarter in connection with the Christmas season and tends to be weaker during the first calendar quarter. Radio advertising also generally increases during the second and third quarters due to holiday-related advertising, school vacations and back-to-school sales. Additionally, radio tends to experience increases in the amount of advertising revenues as a result of special events such as political election campaigns. Furthermore, the level of advertising revenues of radio stations, and therefore our

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level of revenues, is susceptible to prevailing general and local economic conditions and the corresponding increases or decreases in the budgets of advertisers, as well as market conditions and trends affecting advertising expenditures in specific industries.

Results of Operations

Three Months Ended September 30, 2006 Compared to Three Months Ended September 30, 2005

Commission revenues. Commission revenues for the third quarter of 2006 decreased to $17.9 million from $20.1 million for the third quarter of 2005, or approximately 11.3%. The majority of this $2.2 million decrease can be attributed to the termination of our Radio One, Inc. representation contract in 2005 and a general softness in national radio advertising.

Contract termination revenue. Contract termination revenue in the third quarter of 2006 decreased by $5.3 million, to $0.6 million from $5.9 million in the third quarter of 2005. The value of contracts terminated in 2006 was minimal as compared to the Radio One, Inc. contract terminated in September 2005.

Selling expenses. Selling expenses for the third quarter of 2006 increased to $20.1 million from $15.4 million in the third quarter of 2005. This increase of $4.7 million, or approximately 30.6%, was, in large part, due to severance costs associated with the voluntary early separation program offset in part by lower compensation costs in 2006 as compared to 2005. These severance costs will lower compensation in the future.

General and administrative expenses. General and administrative expenses of $2.2 million for the third quarter of 2006 decreased $0.5 million, or 18.4%, from $2.7 million for the third quarter of 2005, primarily due to lower compensation costs and other cost efficiency measures implemented in 2006.

Operating (loss) income before depreciation and amortization. For the third quarter of 2006, there was an operating loss before depreciation and amortization of $3.8 million, as compared to operating income before depreciation and amortization of $8.0 million for the third quarter of 2005. This was a change of $11.8 million, for the reasons discussed above. Operating (loss) income before depreciation and amortization is not a measure of performance calculated in accordance with Generally Accepted Accounting Principles (“GAAP”) and should not be considered in isolation from or as a substitute for operating income (loss), net income (loss), cash flow or other GAAP measurements. We believe it is useful in evaluating our performance, in addition to the GAAP data presented, as it is commonly used by lenders and the investment community to evaluate the performance of companies in our industry.

Reconciliation of net income to operating (loss) income before depreciation and amortization

	September 30, 2006			September 30, 2005
	(dollars in thousands)
Net income	$	(9,336	)	$	602
Add back:
Depreciation and amortization		2,971			4,838
Tax provision		42			38
Net undistributed earnings in equity investee		—			(110	)
Interest expense, net		2,455			2,609
Operating (loss) income before depreciation and amortization	$	(3,868	)	$	7,977

Depreciation and amortization expense. Depreciation and amortization expense decreased $1.8 million, or 38.6%, during the third quarter of 2006, to $3.0 million from $4.8 million in the third quarter of 2005. This decrease was substantially the result of the write-off in 2005 of deferred representation contract costs relating to the termination of representation contracts for Radio One and one CBS station and lower contract acquisition cost amortization in 2006.

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Operating (loss) income. For the third quarter of 2006, we had $6.8 million of operating loss as compared to operating income of $3.1 million for the third quarter of 2005, for the reasons discussed above.

Interest expense, net. Interest expense, net, decreased $0.1 million, or 5.9%, to $2.5 million for the third quarter of 2006, from $2.6 million for the third quarter of 2005. There were no borrowings against the senior secured revolving credit facility in the third quarter of 2006.

Provision for income taxes. Our current and deferred income taxes, and associated valuation allowances, are affected by events and transactions arising in the normal course of business as well as in connection with special and non-recurring items. Assessment of the appropriate amount and classification of income taxes is dependent on several factors, including estimates of the timing and realization of deferred income tax assets and the timing of income tax payments. Actual collections and payments may differ from these estimates as a result of changes in tax laws as well as unanticipated future transactions affecting related income tax balances. The provision for income taxes for the third quarter of 2006 and 2005 was less than $0.1 million.

Preferred stock dividend. We accrued $0.1 million for preferred stock dividends in the third quarter of 2006 and 2005. All dividends are paid in additional shares of preferred stock and not in cash.

Net (loss) income applicable to common shareholders. We had net loss applicable to common shareholders of $9.5 million in the third quarter of 2006 as compared to a net income applicable to common shareholders of $0.5 million for comparable period of 2005, a change of $10.0 million, for the reasons discussed above.

Nine Months Ended September 30, 2006 Compared to Nine Months Ended September 30, 2005

Commission revenues. Commission revenues for the first nine months of 2006 decreased to $51.9 million from $59.3 million for the first nine months of 2005, or approximately 12.5%. The majority of this $7.4 million decrease can be attributed to the termination of our Cumulus Broadcasting, Inc. and Radio One, Inc. representation contracts in 2005 and a general softness in national radio advertising.

Contract termination revenue. Contract termination revenue in the first nine months of 2006 decreased by $18.4 million to $1.0 million from $19.4 million in the first nine months of 2005. The value of contracts terminated in 2006 was minimal as compared to the Cumulus Broadcasting Inc. and Radio One, Inc. representation contracts terminated in 2005.

Selling expenses. Selling expenses for the first nine months of 2006 increased to $52.5 million from $45.7 million in the first nine months of 2005. This increase of $6.8 million, or approximately 15.0%, was, in large part, due to a one-time bonus paid to an executive of the Company’s interactive subsidiary, as required by the bonus provisions of his employment agreement relating to the sale of the Burst Media investment, severance costs associated with 2006 voluntary early separation program and the Azteca Television organizational costs, offset in part by lower compensation costs in 2006 as compared to 2005. These severance costs will lower compensation in the future.

General and administrative expenses. General and administrative expenses of $8.2 million for the first nine months of 2005 decreased $0.2 million, or 2.1%, from $8.4 million for the first nine months of 2005, primarily due to lower compensation costs and other cost efficiency measures implemented in 2006 partially offset by the expenses previously capitalized in connection with a proposed, but unconsummated transaction with Oaktree Capital Management in 2006.

Operating (loss) income before depreciation and amortization. For the first nine months of 2006, there was an operating loss before depreciation and amortization of $7.9 million, as compared to operating income before depreciation and amortization of $24.5 million for the first nine months of 2005. This was a change of $32.4 million, for the reasons discussed above.

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Reconciliation of net (loss) income to operating (loss) income before depreciation and amortization

	September 30, 2006			September 30, 2005
	(dollars in thousands)
Net (loss) income	$	(17,764	)	$	984
Add back:
Depreciation and amortization		9,766			15,897
Tax provision		260			179
Gain on sale of investment		(7,965	)		—
Net undistributed earnings in equity investee		(93	)		(276	)
Interest expense, net		7,890			7,762
Operating (loss) income before depreciation and amortization	$	(7,906	)	$	24,546

Depreciation and amortization expense. Depreciation and amortization expense decreased $6.1 million, or 38.5%, during the first nine months of 2006, to $9.8 million from $15.9 million in the first nine months of 2005. This decrease was substantially the result of the write-off in 2005 of deferred representation contract costs relating to the termination of representation contracts for Cumulus, Radio One and one CBS station and lower contract acquisition cost amortization in 2006.

Operating (loss) income. For the first nine months of 2006, we had $17.7 million of operating loss as compared to operating income of $8.6 million for same period of 2005, for the reasons discussed above.

Gain on sale of investment. On April 21, 2006, we sold our investment in Burst Media in conjunction with its initial public offering. We realized net proceeds of approximately $9.9 million on the sale. The carrying value of the investment at the time of sale was approximately $2.0 million.

Interest expense, net. Interest expense, net, increased $0.2 million, or 1.6%, to $7.9 million for the first nine months of 2006, from $7.8 million for the first nine months of 2005. This increase primarily resulted from the discount taken in connection with the settlement with Katz Communications, Inc. of certain representation contract buyout receivables and payables described below.

Provision for income taxes. Our current and deferred income taxes, and associated valuation allowances, are affected by events and transactions arising in the normal course of business as well as in connection with special and non-recurring items. Assessment of the appropriate amount and classification of income taxes is dependent on several factors, including estimates of the timing and realization of deferred income tax assets and the timing of income tax payments. Actual collections and payments may differ from these estimates as a result of changes in tax laws as well as unanticipated future transactions affecting related income tax balances. The provision for income taxes for the first nine months of 2006 was $0.3 million, as compared to $0.2 million for the first nine months of 2005.

Preferred stock dividend. We accrued $0.4 million for preferred stock dividends in the first nine months of 2006 and 2005. All dividends are paid in additional shares of preferred stock and not in cash.

Net (loss) income applicable to common shareholders. We had net loss applicable to common shareholders of $18.1 million for the first nine months of 2006 as compared to a net income applicable to common shareholders of $0.6 million for comparable period of 2005, a change of $18.7 million, for the reasons discussed above.

Liquidity and Capital Resources

Our cash requirements have been primarily funded by cash provided from operations and investing transactions. At September 30, 2006, we had cash and cash equivalents of $10.8 million and working capital of $18.7 million and $10 million available under our credit facility.

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Net cash used in operating activities during the first nine months of 2006 was $0.9 million, as compared to $1.0 million during the first nine months of 2005. This fluctuation was primarily attributable to changes in working capital components, including decreases in representation contracts receivable of $16.1 million, primarily from the accelerated Katz Communications payments, which were offset by decreases in accounts payable and accrued expenses of $5.5 million and accrued interest of $2.5 million.

Net cash provided by investing activities during the first nine months of 2006 was $9.7 million and primarily consisted of $9.9 million in proceeds from the sale of an investment, partially offset by capital expenditure of $0.2 million. Net cash used in investing activities for the first nine months of 2005 was $2.2 million and consisted of capital expenditures. The payments in 2005 include $1.7 million of leasehold improvements made to the New York Offices, which are being paid for by the landlord as part of the new lease. At September 30, 2005, we had received reimbursement from the landlord of $1.0 million. In addition, the payments made for capital expenditures in 2005 included $0.1 million, which was capitalized in 2003.

Cash used in financing activities of $4.9 million during the first nine months of 2006 consisted of $7.5 million of gross repayments on the credit facility offset by $7.5 million of gross borrowings and $4.9 million in payments on representation contract acquisitions. Cash provided by financing activities of $0.8 million during the first nine months of 2005 consisted of $1.0 million of reimbursement from the New York landlord for leasehold improvements and the net of $23.4 million in gross repayments on the credit facility and $19.9 million of gross borrowings offset by $3.8 million in payments on representation contract acquisitions.

In general, as we acquire new representation contracts, we use more cash and, as our contracts are terminated, we receive additional cash. For the reasons noted above in “Overview”, we are not able to predict the amount of cash we will require for contract acquisitions, or the cash we will receive on contract terminations, from period to period.

We do not have any written options on financial assets, nor do we have any special purpose entities. We have not guaranteed any obligations of our unconsolidated investments.

Our 10% Senior Subordinated Notes, due July 1, 2008 (the “Notes”), were issued under an indenture that limits our ability to engage in various activities. Among other things, we are generally not able to pay any dividends to our shareholders, other than dividends payable in shares of common stock; we can only incur additional indebtedness under limited circumstances, and certain types of mergers, asset sales and changes of control either are not permitted or permit the note holders to demand immediate redemption of their Notes. Management believes that we are in compliance with these covenants.

The Notes are redeemable at our option. If certain events occurred which would be deemed to involve a change of control under the indenture, we would be required to offer to repurchase all of the Notes at a price equal to 101% of their aggregate principal, plus unpaid interest.

We have a $10 million senior secured revolving credit facility with Commerce Bank, N.A. that enables us to efficiently manage our cash, as we may borrow, repay and re-borrow funds as needed. The term of the credit facility expires on December 31, 2007. The credit facility is secured by a first priority lien on all of our and our subsidiaries’ property and assets, tangible and intangible. Interest is payable monthly on the borrowings at rates based on either a prime rate or LIBOR, plus a premium of 1% for prime rate borrowings, and 4% for LIBOR borrowings. In addition to covenants similar to those in the indenture governing the Notes, the credit facility requires, among other things, that we (i) maintain certain 12-month trailing Operating EBITDA levels (“Operating EBITDA”, defined in the Loan and Security Agreement for any period as: (a) Net Income (Loss), plus (b) all taxes on income plus state and local franchise and corporation taxes paid by the Borrower and any of its Subsidiaries plus (c) all interest expense deducted in determining such Net Income, plus (d) all depreciation and amortization expense and other non-cash charges (including, without limitation, non-cash charges resulting from the repricing of employee stock options), plus (e) severance costs expensed but not yet paid in cash, less

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(f) extraordinary gains, plus (g) extraordinary losses, less (h) Contract Termination Revenue, but plus Contract Termination Revenue received in cash and (i) less Contract Acquisition Payments, in each case for such period, in each case in connection with Borrower and its Subsidiaries, on a consolidated basis); (ii) have a certain minimum accounts receivable balance as of the end of each quarter; (iii) have not less than $200 million of representation contract value (as defined) as of the end of each quarter; and (iv) have not less than $2 million of cash and cash equivalents as of the end of each quarter. Management believes that we are in compliance with these covenants. We incurred approximately $0.5 million in legal and other costs directly related to the revolving credit facility and an additional $0.2 million of such costs related to an amendment of the revolving credit facility in July 2005, which are being amortized as interest expense over the life of the extended facility. Substantially all of our subsidiaries, jointly, severally and unconditionally guarantee the credit facility. At September 30, 2006, we had $10 million available under our credit facility.

The Amendment was entered into on July 21, 2005. The principal change effected by the Amendment was to extend the term of our revolving credit facility from September 25, 2006 through December 31, 2007. The Amendment also revised certain of the financial covenants to more appropriately reflect our current business operations. It also revised the definition of “Operating EBITDA” as for any period: (a) Net Income (Loss), plus (b) all taxes on income plus state and local franchise and corporation taxes paid by the Borrower and any of its Subsidiaries plus (c) all interest expense deducted in determining such Net Income, plus (d) all depreciation and amortization expense and other non-cash charges (including, without limitation, non-cash charges resulting from the repricing of employee stock options), plus (e) severance costs expensed but not yet paid in cash, less (f) extraordinary gains, plus (g) extraordinary losses, less (h) Contract Termination Revenue, but plus Contract Termination Revenue received in cash and (i) less Contract Acquisition Payments, in each case for such period, in each case in connection with Borrower and its Subsidiaries, on a consolidated basis.

We believe that the liquidity resulting from the transactions described above, together with anticipated cash from continuing operations, should be sufficient to fund our operations and anticipated needs for required representation contract acquisition payments, and to make the required 10% annual interest payments on the Senior Subordinated Notes, as well as the monthly interest payments under our senior secured revolving loan facility, for at least the next 12 months. We may not, however, generate sufficient cash flow for these purposes or to repay the notes at maturity.

Our ability to fund our operations and required contract acquisition payments and to make scheduled principal and interest payments will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may also need to refinance all or a portion of the Senior Subordinated Notes on or prior to maturity. There can be no assurance that we will be able to effect any such refinancing on commercially reasonable terms, if at all.

In June 2006, we agreed with Katz Communications, Inc. to accelerate the payment of certain representation contract buyout receivables, net of certain representation contract buyout payables. This lump sum payment was discounted approximately $0.4 million.

During 2004, 2005 and 2006, we implemented various cost efficiency measures, including the termination of several employees. Our liquidity and cash flows will be positively affected by these reductions. It is anticipated that our operations over the long term will further benefit from these terminations as well as the other material cost efficiency measures such as lease renegotiations and reductions in consulting, which were implemented in 2004 and 2005.

Certain Factors That May Affect Our Results of Operations

The following factors are some, but not all, of the variables that may have an impact on our results of operations:

• Changes in the ownership of our radio station clients, in the demand for radio advertising, in our expenses, in the types of services offered by our competitors, and in general economic factors may adversely affect our ability to generate the same levels of revenue and operating results.

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• Advertising tends to be seasonal in nature as advertisers typically spend less on radio advertising during the first calendar quarter.

• The termination of a representation contract will increase our results of operations for the fiscal quarter in which the termination occurs due to the termination payments that are usually required to be paid, but will negatively affect our results in later quarters due to the loss of commission revenues. Hence, our results of operations on a quarterly basis are not predictable and are subject to significant fluctuations.

• We depend heavily on our key personnel, including our Chief Executive Officer, Ralph C. Guild, and our inability to retain or replace them could adversely affect our business.

• We rely on a limited number of clients for a significant portion of our revenues.

• Our significant indebtedness may burden our operations, which could make us more vulnerable to general adverse economic and industry conditions, make it more difficult to obtain additional financing when needed, reduce our cash flow from operations to make payments of principal and interest and make it more difficult to react to changes in our business and industry.

• We may need additional financing for our future capital needs, which may not be available on favorable terms, if at all.

• Competition could harm our business. Our only significant competitor is Katz Radio Group, Inc., which is a subsidiary of a major radio station group that has significantly greater financial and other resources than do we. In addition, radio must compete for a share of advertisers’ total advertising budgets with other advertising media such as television, cable, print, outdoor advertising and the Internet.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of these statements requires management to make judgments and estimates. Some accounting policies have a significant impact on amounts reported in these financial statements. A summary of significant accounting policies and a description of accounting policies that are considered critical may be found in our 2005 Annual Report on Form 10-K, filed on March 31, 2006, in the Notes to the Consolidated Financial Statements, Note 1, and the Critical Accounting Policies section of Item 7 of Part II.

Critical Accounting Estimates for Share-Based Payments

In December 2004, the FASB issued SFAS No. 123R, which revised SFAS No. 123 and supersedes APB 25. In March 2005, the Securities and Exchange Commission (“SEC”) issued SAB 107, which provides interpretive guidance on SFAS No. 123R. Accounting and reporting under SFAS No. 123R is generally similar to the SFAS No. 123 approach. We adopted SFAS 123R on January 1, 2006, under the modified prospective method. For additional information related to No. SFAS 123R, see the Notes to the Unaudited Interim Consolidated Financial Statements of this Form 10-Q.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements as defined by Item 303(a)(4) of Regulation S-K.

Contractual Obligations and Other Commercial Commitments

	Payments Due by Period
	Total		Remainder 2006		2007-2008		2009-2010		2011- Thereafter
	(Dollars in Millions)
Long term debt	$	99.0	$	—	$	99.0	$	—	$	—
Operating leases		42.1		1.2		9.0		6.4		25.5
Interest expense		19.8		—		19.8		—		—
Annual fees for accounting services		14.6		0.9		7.8		5.9		—
Representation contract buyouts		2.5		0.8		1.3		0.4		—
Total	$	178.0	$	2.9	$	136.9	$	12.7	$	25.5

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in interest rates that may adversely affect our results of operations and financial condition. We seek to minimize the risks from these interest rate fluctuations through our regular operating and financing activities. Our policy is not to use financial instruments for trading or other speculative purposes. We are not currently a party to any financial instruments.

Because our obligation under the senior secured revolving credit facility bears interest at a variable rate, we are sensitive to changes in prevailing interest rates. A one-point fluctuation in market rates would not have had a material impact on 2006 earnings to date.

Item 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(c) under that Act) as of the end of the period covered by this quarterly report. Based upon that evaluation, our Chairman and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2006.

(b) Changes in Internal Controls over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third quarter of 2006 covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We are involved in judicial and administrative proceedings from time to time concerning matters arising in connection with the conduct of our business. We believe, based on currently available information, that the results of such proceedings, in the aggregate, will not have a material adverse effect on our financial condition or operations.

Item 1A. RISK FACTORS

See “Certain Risk Factors That May Affect Our Results of Operations—Management’s Discussion and Analysis of Financial Condition and Results of Operations”. There have been no material changes in risk factors relevant to us from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2005.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K.

(A) Documents Filed as Part of this Report

Exhibit No.	Description
10.1	Termination Agreement, dated September 28, 2006, between Interep National Radio Sales, Inc., and Marc G. Guild (filed herewith)
10.2	Termination Agreement, dated October 19, 2006, between Interep National Radio Sales, Inc., and George E. Pine (filed herewith)
31.1	Certification of Chief Executive Officer pursuant to Rule 15d-14(a) (filed herewith)
31.2	Certification of Chief Financial Officer pursuant to Rule 15d-14(a) (filed herewith)
32.1	Certification of Chief Executive Officer pursuant to Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350(a), (b)) (furnished herewith)*
32.2	Certification of Chief Financial Officer pursuant to Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350(a), (b)) (furnished herewith)*

* The information furnished in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

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(B) Reports on Form 8-K

We have filed the following current reports on Form 8-K during our third fiscal quarter:

Date of Report	Items Reported	Financial Statements Filed
August 7, 2006	Item 5.02	No

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York.

November 14, 2006

INTEREP NATIONAL RADIO SALES, INC.
By:	/s/ WILLIAM J. MCENTEE, JR.
	William J. McEntee, Jr. Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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Exhibit Index

Exhibit No.	Description
10.1	Termination Agreement, dated September 28, 2006, between Interep National Radio Sales, Inc., and Marc G. Guild (filed herewith)
10.2	Termination Agreement, dated October 19, 2006, between Interep National Radio Sales, Inc., and George E. Pine (filed herewith)
31.1	Certification of Chief Executive Officer pursuant to Rule 15d-14(a) (filed herewith)
31.2	Certification of Chief Financial Officer pursuant to Rule 15d-14(a) (filed herewith)
32.1	Certification of Chief Executive Officer pursuant to Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350(a), (b)) (furnished herewith)*
32.2	Certification of Chief Financial Officer pursuant to Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350(a), (b)) (furnished herewith)*

* The information furnished in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

EX-10.1

Exhibit 10.1

TERMINATION AGREEMENT

AGREEMENT, dated as of September 28, 2006, between INTEREP NATIONAL RADIO SALES, INC., New York corporation (the “Company”), and MARC G. GUILD (“Guild”).

W I T N E S S E T H:

WHEREAS, Guild has served the Company as a member of its Board of Directors, a trustee of the Company’s Stock Growth Plan and, pursuant to an Amended and Restated Employment Agreement, dated as of April 1, 2000 (the “Employment Agreement”), as President, Marketing Division, of the Company;

WHEREAS, the Company and Guild wish to set forth their agreement as to the termination of Guild’s employment;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements set forth herein, the parties agree as follows:

1. Resignation and Termination of Employment. Effective as of the date of this Agreement (except as provided in Section 2(a)), Guild’s employment with the Company shall terminate and Guild shall resign from the office of President, Marketing Division, and from all offices and directorships that he holds with any of the Company’s subsidiaries or affiliates. Concurrently with the execution of this Agreement, Guild has delivered to the Company a signed letter of resignation to such effect. Guild shall continue to serve as a director of the Company through the Company’s 2006 Annual Meeting and possibly thereafter, as shall be agreed by the Company and Guild. Guild shall also continue to serve as a Trustee of the Interep Radio Store Stock Growth Plan at the pleasure of the Company’s Board of Directors.

2. Payments.

(a) The period beginning on August 1, 2006 and ending on March 31, 2013 is referred to as the “Term”. During the first two years of the Term, the Company shall pay Guild consulting fees, and during the remainder of the Term, severance compensation, at the rate of $360,000 per year, less applicable federal and state withholdings. Subject to the provisions of Section 2(b), the Company shall pay such compensation in equal semi-monthly installments. During the first two years of the Term, Guild shall provide the Company with such advice, assistance and consulting services regarding aspects of the Company’s business and affairs with respect to which he has been active as the Company shall reasonably request and Guild shall agree to provide. All of the compensation referred to in this Section 2 shall be paid to Guild by direct deposit to such account as Guild shall designate to the Company. In consideration of the Company’s payment of such consulting and severance compensation, Guild waives and forever forfeits any payments otherwise payable to him under the Employment Agreement as salary, bonus, severance compensation or consulting fees.

(b) If a Change in Control (as defined in Section 2(c)) occurs, Guild or his personal representative (should he die or become incompetent during the Term) shall have the right to require the Company, at any time during the Term, and on not less than 30 days’ written notice to the Company, to pay to Guild, his designee or his estate or heirs an amount equal to all of the remaining severance compensation and consulting fees payable to him during the then remainder of the Term, discounted at the Discount Rate (as defined below) to its present value as of the date of such notice (the “Notice Date”). The Company shall pay such amount to Guild in a lump sum not later than 30 days after the Notice Date. “Discount Rate” means the yield to maturity, as determined on the Notice Date, on U.S. Treasury obligations having a maturity date then as near as possible to the last day of the Term.

(c) For purposes of this Section 2, “Change in Control”, means the occurrence of any of the following events:

(i) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), but excluding the Company, its “Affiliates” (that is, any of its subsidiaries or any parent corporation), or any employee benefit plan or employees of the Company or any of its Affiliates, or any group of which any of the foregoing is a member, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of the Company’s securities representing 30% or more of the combined voting power of its then outstanding securities;

(ii) during any period of 24 consecutive months, individuals (A) who on the date of this Agreement constitute the Company’s entire Board of Directors (“Initial Directors”) or (B) whose election, appointment or nomination for election was approved prior to such election or appointment by a vote of at least two-thirds of the Initial Directors who were in office immediately prior to such election or appointment, cease for any reason to constitute at least a majority of the Company’s Board of Directors;

(iii) the consummation of a merger, business combination, share exchange, division or other reorganization of the Company with any other corporation, where, following such transaction, (A) a majority of the directors of the surviving entity are persons who (I) were not members of the Company’s Board of Directors immediately prior to the merger or other combination and (II) are not the Company’s nominees or representatives, (B) the Company’s shareholders immediately prior to such merger or combination beneficially own, directly or indirectly, less than 60% or more of the combined voting power of the surviving corporation, as well as 60% or more of the total market value of its outstanding equity securities, in substantially the same proportion as they owned the combined voting power of the Company, (C) any “person,” including a “group” (each as defined in clause (i) above), but excluding the Company, its Affiliates, or any of the Company’s or its Affiliates’ employee benefit plans or employees, or any group of which any of the foregoing is a member, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities representing 30% or more of the combined voting power of the surviving corporation or (D) in the case of a division, the Company’s shareholders immediately prior to such division beneficially own, directly or indirectly, less than 60% or more of the combined voting power of the outstanding voting securities of each entity resulting from the division as well as 60% or more of the total market value of each such entity’s outstanding equity securities, in each case in substantially the same proportion as such shareholders owned shares of the Company prior to such transaction;

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(iv) the consummation of a direct or indirect sale or other disposition of all or substantially all of the Company’s assets;

(v) the Company’s adoption of any plan of liquidation providing for the distribution of all or substantially all of its assets;

(vi) any other change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act; or

(vii) any other event or transaction that is declared by resolution of the Company’s Board of Directors to be a Change in Control.

3. Plan Coverage. From and after August 1, 2006 and until the earlier of March 31, 2013 or such time as another employer makes available to Guild medical and dental coverage comparable to that which the Company currently provides to Guild, the Company, under COBRA, but at its expense, shall provide medical and dental coverage for Guild under, and subject to the terms and conditions of, such group insurance plans as the Company now and in the future makes available generally for its employees. Nothing in this Section 3 shall be construed to require the Company to institute or maintain any or any particular benefit plan, program or policy. If and to the extent that this Section 3 conflicts with any COBRA notice or other document issued by the Company at any time, the provisions of this Section 3 shall prevail.

4. Certain Expenses. Promptly after the date of this Agreement, the Company shall reimburse Guild for his reasonable travel, lodging and entertainment expenses incurred by him prior to the date hereof in connection with the business of the Company, in accordance with the Company’s policies and procedures. Inasmuch as the Company has used Guild’s membership at the Union League to have access to its meeting rooms and dining facilities for client entertainment, meetings, events and training sessions and wishes to continue to do so, the Company shall, until further notice, pay the dues owed by Guild to such club. Guild shall reimburse the Company for all of his personal use of such club. Guild may retain the company cell phone, lap top and Blackberry that he has been using and the Company shall continue to pay all related charges through December 31, 2006; provided, however, that Guild shall have no access to the Company’s networks, systems or data through such equipment on and after the date of this Agreement.

5. Other Benefit Plans. Guild shall be entitled to receive all rights, distributions and benefits which have accrued or shall accrue to him under the Company’s Stock Growth Plan and 401-K Plan, in accordance with the terms of such benefit plans. On and after the date of this Agreement, the Company shall not make any further contributions to any such benefit plan for Guild’s account and all his benefit plan accounts shall be frozen with a review to roll over or termination. The Company shall use its best efforts to insure that all transfers of securities or accounts and payments of cash contemplated in the preceding sentence are made as promptly as is

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practicable, consistent with the terms and procedures of such benefit plans. On and after the date of this Agreement, the Company shall not make any further contributions to any such benefit plan for Guild’s account and all his benefit plan accounts shall be frozen with a view to roll-over or termination.

6. Options. The stock options held by Guild to purchase an aggregate of 353,440 shares of Interep Common Stock shall remain exercisable on and after the date of this Agreement, for the respective full terms thereof as stated in the related option agreements and otherwise in accordance with their terms.

7. Automobile Allowance. The Company shall continue to provide Guild with the use of the automobile it currently leases for him through the end of the current lease on the same terms and conditions that are currently applicable.

8. Statements. In any written or oral discussion or disclosure by Guild or the Company regarding the termination of Guild’s employment with the Company, Guild and the Company shall each characterize such termination as amicable and in a manner consistent with the contents of this Agreement. Further, Guild shall not denigrate or disparage the Company or any of its subsidiaries or divisions or the businesses, services, officers, directors, employees, agents or shareholders of any of them, or take any action which would tend to cast any of them into disrepute. Similarly, the Company shall not denigrate or disparage Guild or take any action which would tend to cast him into disrepute. Guild shall maintain the existence and terms of this Agreement in confidence at all times on and after the date hereof; provided, however, that the foregoing shall not restrict him from making any disclosure about the existence and terms of this Agreement as may be required by applicable law or from testifying truthfully pursuant to a valid subpoena issued by any court or regulatory body having competent jurisdiction.

9. Confidentiality. At all times on and after the date of this Agreement, Guild shall not disclose to any party or use any information respecting the Company or its business and affairs which is treated as confidential by the Company, including, without limitation, trade secrets, business and marketing plans and information, financial data, commission rate information, identity of actual or prospective clients and customers and salary or bonus information relating to any of the Company’s employees; provided, however, that such obligation shall not apply to any information (i) to the extent that it is or becomes part of public or industry knowledge from authorized sources other than Guild or (ii) which Guild is required by law to disclose (but only to the extent required to be so disclosed); and provided, further, that Guild may disclose this Agreement and its terms to his or its accountants, tax advisors and legal counsel, provided that any such third party has been informed of, and has agreed to abide by, this confidentiality provision. On or before the date of this Agreement, Guild shall deliver to the Company all material of a confidential nature (whether or not marked as such), including, without limitation, business plans, budgets, financial statements or projections, commission rate schedules, manuals, letters, notes, notebooks, reports and customer and supplier lists, and all copies or summaries thereof, relating to the business or affairs of the Company and its subsidiaries that are in Guild’s possession or control.

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10. Non-Competition. In consideration of the payments and accommodations to be made to Guild pursuant to this Agreement, Guild agrees that, during the Term, and so long as the Company is not in breach of its obligations under this Agreement, he shall not, anywhere in the United States of America (or for such lesser area or such lesser period as may be determined by a court of competent jurisdiction to be a reasonable limitation on the competitive activity of Guild), directly or indirectly:

(a) act as an officer, director, employee, agent, consultant or in any other capacity for Katz Media Corporation or any of its subsidiaries, parents or affiliates (together, “Katz”); provided, however, that the foregoing shall not restrict Executive from marketing, promoting or selling products or services to Katz on behalf of third parties other than Katz;

(b) engage in any terrestrial or satellite radio or broadcast, cable or satellite television or Internet national sales representation business (“Representation Business”, which shall not include any representation business other than national sales) on behalf of himself or any third party, including any representation firm or radio or television group;

(c) solicit or attempt to solicit Representation Business on behalf of himself or any third party from any parties who are clients or customers of the Company; or to which the Company has made specific proposals for services, during the 12 months prior to the date of this Agreement and with respect to which Guild either (i) possess confidential information of the Company or (ii) Guild was directly involved as to solicitation, negotiation or servicing of contracts;

(d) solicit or attempt to solicit for any business endeavor any employee of the Company;

(e) interfere with the Company or the conduct of its Representation Business or otherwise divert or attempt to divert from Interep any business whatsoever; or

(f) render any services as a joint venturer, partner, consultant or otherwise to, or have any interest as a stockholder, partner, lender or otherwise in, any person or entity which is engaged in activities which, if performed by Guild, would violate this Section 10.

The foregoing provisions of this Section 10 shall not prevent Guild from purchasing or owning up to 5% of the voting securities of any corporation, the securities of which are publicly-traded. For all purposes of this Section 10, as well as Section 9 and 11, references to the Company shall include all of its subsidiaries, affiliates and joint ventures.

11. Remedies and Survival. Because the Company would not have an adequate remedy at law to protect its business from unfair competition and its interest in its trade secrets, proprietary or confidential information or similar commercial assets should Guild breach any provision of Sections 8, 9 or 10, the Company shall be entitled, in the event of such a breach or threatened breach thereof by Guild, to injunctive relief, in addition to such other remedies and relief that would be available to the Company. In the event of such a breach, in addition to any other remedies, the Company shall be entitled to receive from Guild payment of, or reimbursement for, their reasonable attorneys’ fees and disbursements incurred in successfully enforcing any such provision. The provisions of Sections 8, 9 and 10 and of this Section 11 shall survive any termination of this Agreement.

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12. Termination of Prior Agreements. On the date of this Agreement, the Employment Agreement and any other agreements and understandings between the Company and Guild relating to his employment, other than this Agreement, the benefit plans and options referred to in Sections 5 and 6 of this Agreement and the Indemnification Agreement between the parties (together, the “Surviving Agreements”), shall terminate and be of no further force or effect; provided, however, that any rights to indemnification, defense and insurance in favor of Guild arising under the Restated Certificate of Incorporation or By-Laws of the Company, shall continue in full force and effect. Guild shall continue to be covered under such directors and officers liability insurance policies as the Company maintains for its directors so long as he is eligible to be covered under such policies in accordance with the terms thereof.

13. Releases.

(a) Guild, in consideration of good and valuable consideration received and to be received from the Company hereunder, the sufficiency of which is acknowledged, releases and discharges the Company, its subsidiaries and affiliates and its and their respective officers, directors, shareholders, employees, agents, attorneys and affiliates and its and their respective heirs, personal representatives, successors and assigns (together, the “Company Releasees”), of and from all claims, demands, causes of action, suits, actions, proceedings, judgments, debts, damages, liabilities and obligations, at law, equity or otherwise, including, without limitation, any federal, state, local or administrative Equal Employment Opportunity or other claims arising under the Civil Rights Acts of 1866, 1870 and 1871, the Equal Pay Act of 1963, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefits Protection Act, the Civil Rights Act of 1968, the Rehabilitation Act of 1973, the Vietnam-Era Veterans’ Readjustment Assistance Act of 1974, the Veteran’s Reemployment Rights Act, the Immigration Reform and Control Act, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended, the Fair Labor Standards Act, the New York Executive Law, the New York State Human Rights Law, New York Civil Rights Law, Section 47 et seq., New York Civil Rights Law, Article 4-C, Section 48 et seq., New York Labor Law Section 201-d, New York Civil Rights Law, Article 4, Section 40-c to 45 and any applicable federal, state, or local anti-discrimination or equal employment opportunity statues or regulations, including, without limitation, any fair employment or human rights ordinance of any municipality or county in the State of New York; which Guild or his heirs, personal representatives, successors and assigns had, have or may hereafter have against the Company Releasees for, on or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date hereof; except that, Guild in no way releases or discharges the Company’s obligations under this Agreement or any of the Surviving Agreements. Nothing herein shall be construed as an admission by the Company that Guild has any claim against it. Guild and his heirs, personal representatives, successors and assigns, further waive any and all manner of notice, knowledge or discovery of any and all such actual or alleged claims of cause of action.

(b) Guild shall have 21 days to review the release contemplated by Section 13(a) and is advised to consult with an attorney before signing it. After Guild signs this Agreement, he shall have seven days to cancel it. If Guild does not cancel it, the release contemplated by Section 13(a) shall become effective.

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(c) Subject to the last sentence of this Section 13(c), the Company, in consideration of good and valuable consideration received and to be received from Guild hereunder, the sufficiency of which is acknowledged, releases and discharges Guild and his heirs, personal representatives, successors and assigns (together, the “Guild Releasees”), of and from all claims, demands, causes of action, suits, actions, proceedings, judgments, debts, damages, liabilities and obligations, at law, equity or otherwise, which the Company or any of its affiliates and any of their respective successors or assigns had, have or may hereafter have against the Guild Releasees for, on or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date hereof; except that, the Company in no way releases or discharges Guild’s obligations under this Agreement and the Surviving Agreements. Nothing herein shall be construed as an admission by Guild that the Company has any claim against him. The Company, its affiliates and their respective successors and assigns, further waive any and all manner of notice, knowledge or discovery of any and all such actual or alleged claims of cause of action. The foregoing release shall become effective automatically on the effectiveness of the release contemplated by Section 13(a).

14. Litigation Cooperation. From time to time, if requested by the Company, Guild shall make his time and attention reasonably available to, and shall cooperate with the Company with respect to, any aspect of any litigation or governmental proceedings involving the Company regarding periods during which he was an employee of the Company and a reasonable period thereafter. The Company shall reimburse Guild for any travel, lodging and other expenses he reasonably incurs in this regard, in accordance with their standard reimbursement policies.

15. Entire Agreement. This Agreement sets forth the entire understanding of the parties with respect to its subject matter, merges and supersedes any prior or contemporaneous understandings with respect to its subject matter, and shall not be modified or terminated except by a written instrument executed by the Company and Guild. Failure of a party to enforce one or more of the provisions of this Agreement or to require at any time performance of any of the obligations hereunder shall not be construed to be a waiver of such provisions by such party nor to in any way affect the validity of this Agreement or such party’s right thereafter to enforce any provision of this Agreement, nor to preclude such party from taking any other action at any time which it would legally be entitled to take. Notwithstanding the foregoing, the provisions of this Section 15 and the release set forth in Section 13(a) shall not apply to the letter agreement, dated June 7, 2006, respecting Guild’s entitlement to a special bonus with respect to the transaction referred to in such letter agreement.

16. 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. In this regard, the Company and Guild agree that the provisions of Section 10, including, without limitation, the scope of its territorial and time restrictions, are reasonable and necessary to protect and preserve the Company’s legitimate interests. If the provisions of Section 10 are held by a court of competent jurisdiction to be in any respect unreasonable, then such court may reduce the territory or time to which it pertains or otherwise modify such provisions to the extent necessary to render such provisions reasonable and enforceable.

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17. Successors and Assigns. Guild shall have no right to assign this personal Agreement, or any rights or obligations hereunder, without the consent of the Company. On the sale of all or substantially all of the assets of the Company to another party, or on the merger of the Company with another corporation, this Agreement shall inure to the benefit of, and be binding on, both Guild and the party purchasing such assets or surviving such merger in the same manner and to the same extent as though such other party were the Company. Subject to the foregoing, this Agreement shall inure to the benefit of, be binding on and be enforceable by, the parties and their respective heirs, personal representatives, successors and assigns.

18. 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) five days after being deposited in any United States post office enclosed in a postage prepaid registered or certified envelope addressed to, or (c) when successfully transmitted by fax (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 fax number for such party set forth below, or to such other address or fax 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 fax number shall be effective only on receipt.

If to the Company:	If to Guild:
Interep National Radio Sales, Inc.	Mr. Marc G. Guild
100 Park Avenue	107 White Plains Road
New York, New York 10017	Bronxville, New York 10708
Attention: Mr. Ralph C. Guild	Fax No.: (914) 779-2818
Fax No.: (212) 916-0749

19. Construction; Counterparts. The headings contained in this Agreement are for convenience only and shall in no way restrict or otherwise affect the construction of the provisions hereof. References in this Agreement to Sections are to the sections of this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

20. Governing Law. This Agreement shall be governed by 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.

IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first set forth above.

INTEREP NATIONAL RADIO SALES, INC.
By:	/s/ William J. McEntee	/s/ Marc G. Guild
	William J. McEntee Chief Financial Officer	MARC G. GUILD

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EX-10.2

Exhibit 10.2

TERMINATION AGREEMENT

AGREEMENT, dated as of October 19, 2006, between INTEREP NATIONAL RADIO SALES, INC., New York corporation (the “Company”), and GEORGE E. PINE (“Pine”).

W I T N E S S E T H:

WHEREAS, Pine has served the Company as a member of its Board of Directors and, pursuant to an Employment Agreement, dated as of March 19, 2003 (as amended by Amendment No. 1 thereto, dated as of May 10, 2006, the “Employment Agreement”), as its President and Chief Operating Officer;

WHEREAS, the Company and Pine wish to set forth their agreement as to the termination of Pine’s employment;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements set forth herein, the parties agree as follows:

1. Resignation and Termination of Employment. Effective as of the date of this Agreement (except as provided in Section 2(a)), Pine’s employment with the Company shall terminate and Pine shall resign from the offices of President and Chief Operating Officer, and from all offices and directorships that he holds with any of the Company’s subsidiaries or affiliates. Concurrently with the execution of this Agreement, Pine has delivered to the Company a signed letter of resignation to such effect.

2. Payments.

(a) The period beginning on September 1, 2006 and ending on May 31, 2009 is referred to as the “Term”. During the Term, the Company shall pay Pine severance compensation, as follows: (i) $615,000 during the first 12 months of the Term, of which $120,000 is being paid on the date of this Agreement, (ii) $495,000 during the second 12 months of the Term and (iii) $375,000 during the last nine months of the Term, in each case less applicable federal and state withholdings. Subject to the provisions of Section 2(b), the Company shall pay such compensation in equal semi-monthly installments. All of the compensation referred to in this Section 2 shall be paid to Pine by direct deposit to such account as Pine shall designate to the Company. In consideration of the Company’s payment of such consulting and severance compensation, Pine waives and forever forfeits any payments otherwise payable to him under the Employment Agreement as salary, bonus, severance compensation or otherwise.

(b) If a Change in Control (as defined in Section 2(c)) occurs, Pine or his personal representative (should he die or become incompetent during the Term) shall have the right to require the Company, at any time during the Term, and on not less than 30 days’ written notice to the Company, to pay to Pine, his designee or his estate or heirs an amount equal to all of the remaining severance compensation and consulting fees payable to him during the then remainder of the Term, discounted at the Discount Rate (as defined below) to its present value as of the date of such notice (the “Notice Date”). The Company shall pay such amount to Pine in a lump sum not later than 30 days after the Notice Date. “Discount Rate” means the yield to maturity, as determined on the Notice Date, on U.S. Treasury obligations having a maturity date then as near as possible to the last day of the Term.

(c) For purposes of this Section 2, “Change in Control”, means the occurrence of any of the following events:

(i) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), but excluding the Company, its “Affiliates” (that is, any of its subsidiaries or any parent corporation), or any employee benefit plan or employees of the Company or any of its Affiliates, or any group of which any of the foregoing is a member, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of the Company’s securities representing 30% or more of the combined voting power of its then outstanding securities;

(ii) during any period of 24 consecutive months, individuals (A) who on the date of this Agreement constitute the Company’s entire Board of Directors (“Initial Directors”) or (B) whose election, appointment or nomination for election was approved prior to such election or appointment by a vote of at least two-thirds of the Initial Directors who were in office immediately prior to such election or appointment, cease for any reason to constitute at least a majority of the Company’s Board of Directors;

(iii) the consummation of a merger, business combination, share exchange, division or other reorganization of the Company with any other corporation, where, following such transaction, (A) a majority of the directors of the surviving entity are persons who (I) were not members of the Company’s Board of Directors immediately prior to the merger or other combination and (II) are not the Company’s nominees or representatives, (B) the Company’s shareholders immediately prior to such merger or combination beneficially own, directly or indirectly, less than 60% or more of the combined voting power of the surviving corporation, as well as 60% or more of the total market value of its outstanding equity securities, in substantially the same proportion as they owned the combined voting power of the Company, (C) any “person,” including a “group” (each as defined in clause (i) above), but excluding the Company, its Affiliates, or any of the Company’s or its Affiliates’ employee benefit plans or employees, or any group of which any of the foregoing is a member, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities representing 30% or more of the combined voting power of the surviving corporation or (D) in the case of a division, the Company’s shareholders immediately prior to such division beneficially own, directly or indirectly, less than 60% or more of the combined voting power of the outstanding voting securities of each entity resulting from the division as well as 60% or more of the total market value of each such entity’s outstanding equity securities, in each case in substantially the same proportion as such shareholders owned shares of the Company prior to such transaction;

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(iv) the consummation of a direct or indirect sale or other disposition of all or substantially all of the Company’s assets;

(v) the Company’s adoption of any plan of liquidation providing for the distribution of all or substantially all of its assets;

(vi) any other change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act; or

(vii) any other event or transaction that is declared by resolution of the Company’s Board of Directors to be a Change in Control.

3. Plan Coverage. From and after August 31, 2006 and until the earlier of May 31, 2009 or such time as another employer makes available to Pine medical and dental coverage comparable to that which the Company currently provides to Pine, the Company shall provide, under COBRA during the last 18 months of the Term and at its expense during all of the Term, medical and dental coverage for Pine under, and subject to the terms and conditions of, such group insurance plans as the Company now and in the future makes available generally for its employees. Nothing in this Section 3 shall be construed to require the Company to institute or maintain any or any particular benefit plan, program or policy. If and to the extent that this Section 3 conflicts with any COBRA notice or other document issued by the Company at any time, the provisions of this Section 3 shall prevail.

4. Certain Expenses. Promptly after the date of this Agreement, the Company shall reimburse Pine for his reasonable travel, lodging and entertainment expenses incurred by him prior to the date hereof in connection with the business of the Company, in accordance with the Company’s policies and procedures. Pine may retain the company cell phone, lap top and Blackberry that he has been using and the Company shall continue to pay all related charges through January 15, 2007; provided, however, that Pine shall have access to, and use of, the Company’s e mail and voice mail through January 15, 2007 and shall otherwise have no access to the Company’s networks, systems or data through such equipment on and after the date of this Agreement.

5. Other Benefit Plans. Pine shall be entitled to receive all rights, distributions and benefits which have accrued or shall accrue to him under the Company’s Stock Growth Plan and 401-K Plan, in accordance with the terms of such benefit plans. On and after the date of this Agreement, the Company shall not make any further contributions to any such benefit plan for Pine’s account and all his benefit plan accounts shall be frozen with a review to roll over or termination. The Company shall use its best efforts to insure that all transfers of securities or accounts and payments of cash contemplated in the preceding sentence are made as promptly as is practicable, consistent with the terms and procedures of such benefit plans. On and after the date of this Agreement, the Company shall not make any further contributions to any such benefit plan for Pine’s account and all his benefit plan accounts shall be frozen with a view to roll-over or termination.

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6. Options. The stock options held by Pine to purchase an aggregate of 107,240 shares of Interep Common Stock shall remain exercisable on and after the date of this Agreement, for the respective full terms thereof as stated in the related option agreements and otherwise in accordance with their terms.

7. Automobile Allowance. The Company shall continue to provide Pine with the use of the automobile it currently leases for him through the end of the current lease on the same terms and conditions that are currently applicable.

8. Statements. In any written or oral discussion or disclosure by Pine or the Company regarding the termination of Pine’s employment with the Company, Pine and the Company shall each characterize such termination as amicable and in a manner consistent with the contents of this Agreement. Further, Pine shall not denigrate or disparage the Company or any of its subsidiaries or divisions or the businesses, services, officers, directors, employees, agents or shareholders of any of them, or take any action which would tend to cast any of them into disrepute. Similarly, the Company shall not denigrate or disparage Pine or take any action which would tend to cast him into disrepute. Pine shall maintain the existence and terms of this Agreement in confidence at all times on and after the date hereof; provided, however, that the foregoing shall not restrict him from making any disclosure about the existence and terms of this Agreement as may be required by applicable law or from testifying truthfully pursuant to a valid subpoena issued by any court or regulatory body having competent jurisdiction or otherwise.

9. Confidentiality. At all times on and after the date of this Agreement, Pine shall not disclose to any party or use any information respecting the Company or its business and affairs which is treated as confidential by the Company, including, without limitation, trade secrets, business and marketing plans and information, financial data, commission rate information, identity of actual or prospective clients and customers and salary or bonus information relating to any of the Company’s employees; provided, however, that such obligation shall not apply to any information (i) to the extent that it is or becomes part of public or industry knowledge from authorized sources other than Pine or (ii) which Pine is required by law to disclose (but only to the extent required to be so disclosed); and provided, further, that Pine may disclose this Agreement and its terms to his or its accountants, tax advisors and legal counsel, provided that any such third party has been informed of, and has agreed to abide by, this confidentiality provision. On or before the date of this Agreement, Pine shall deliver to the Company all material of a confidential nature (whether or not marked as such), including, without limitation, business plans, budgets, financial statements or projections, commission rate schedules, manuals, letters, notes, notebooks, reports and customer and supplier lists, and all copies or summaries thereof, relating to the business or affairs of the Company and its subsidiaries that are in Pine’s possession or control.

10. Non-Competition. In consideration of the payments and accommodations to be made to Pine pursuant to this Agreement, Pine agrees that, during the Term, and so long as the Company is not in breach of its obligations under this Agreement, he shall not, anywhere in the United States of America (or for such lesser area or such lesser period as may be determined by a court of competent jurisdiction to be a reasonable limitation on the competitive activity of Pine), directly or indirectly:

(a) act as an officer, director, employee, agent, consultant or in any other capacity for Katz Media Corporation or any of its subsidiaries, parents or affiliates (together, “Katz”);

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(b) engage in any terrestrial or satellite radio or broadcast, cable or satellite television or Internet national sales representation business (“Representation Business”, which shall not include any representation business other than national sales) in which the Company is then engaged on behalf of himself or any third party, including any representation firm or radio or television group;

(c) solicit or attempt to solicit Representation Business on behalf of himself or any third party from any parties who are clients or customers of the Company; or to which the Company has made specific proposals for services, during the 12 months prior to the date of this Agreement and with respect to which Pine either (i) possesses confidential information of the Company or (ii) Pine was directly involved as to solicitation, negotiation or servicing of contracts;

(d) solicit or attempt to solicit for any business endeavor any employee of the Company;

(e) interfere with the Company or the conduct of its Representation Business or otherwise divert or attempt to divert from Interep any business whatsoever; or

(f) render any services as a joint venturer, partner, consultant or otherwise to, or have any interest as a stockholder, partner, lender or otherwise in, any person or entity which is engaged in activities which, if performed by Pine, would violate this Section 10.

The foregoing provisions of this Section 10 shall not prevent Pine from (i) purchasing or owning up to 5% of the voting securities of any corporation, the securities of which are publicly-traded or (ii) owning or operating radio stations. With respect to clause (b) of this Section 10, if Pine is employed by a group (including a radio station group) or other entity that is not involved in national sales representation, he shall not be in breach of clause (b), regardless of the medium involved, but if such group or other entity commences national representation during the period in which clause (a) is in effect, Pine shall immediately terminate his employment therewith and shall not become re-employed with such group or other entity until such period has expired.

11. Remedies and Survival. Because the Company would not have an adequate remedy at law to protect its business from unfair competition and its interest in its trade secrets, proprietary or confidential information or similar commercial assets should Pine breach any provision of Sections 8, 9 or 10, the Company shall be entitled, in the event of such a breach or threatened breach thereof by Pine, to injunctive relief, in addition to such other remedies and relief that would be available to the Company. The prevailing party in any litigation to enforce rights under Sections 8, 9 or 10 shall be entitled to receive from the other payment of, or reimbursement for, its reasonable attorneys’ fees and disbursements incurred in such connection, up to a maximum of $100,000. If Pine is the prevailing party in any litigation, he shall be entitled to reimbursement of his reasonable attorneys fees and disbursements by the Company, up to a maximum of $100,000. The provisions of Sections 8, 9 and 10 and of this Section 11 shall survive any termination of this Agreement.

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12. Termination of Prior Agreements. On the date of this Agreement, the Employment Agreement and any other agreements and understandings between the Company and Pine relating to his employment, other than this Agreement, the benefit plans and options referred to in Sections 5 and 6 of this Agreement and the Indemnification Agreement between the parties (together, the “Surviving Agreements”), shall terminate and be of no further force or effect; provided, however, that any rights to indemnification, defense and insurance in favor of Pine arising under the Restated Certificate of Incorporation or By-Laws of the Company, shall continue in full force and effect. Pine shall continue to be covered under such directors and officers liability insurance policies as the Company maintains for its directors so long as he is eligible to be covered under such policies in accordance with the terms thereof.

13. Releases.

(a) Pine, in consideration of good and valuable consideration received and to be received from the Company hereunder, the sufficiency of which is acknowledged, releases and discharges the Company, its subsidiaries and affiliates and its and their respective officers, directors, shareholders, employees, agents, attorneys and affiliates and its and their respective heirs, personal representatives, successors and assigns (together, the “Company Releasees”), of and from all claims, demands, causes of action, suits, actions, proceedings, judgments, debts, damages, liabilities and obligations, at law, equity or otherwise, including, without limitation, any federal, state, local or administrative Equal Employment Opportunity or other claims arising under the Civil Rights Acts of 1866, 1870 and 1871, the Equal Pay Act of 1963, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefits Protection Act, the Civil Rights Act of 1968, the Rehabilitation Act of 1973, the Vietnam-Era Veterans’ Readjustment Assistance Act of 1974, the Veteran’s Reemployment Rights Act, the Immigration Reform and Control Act, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended, the Fair Labor Standards Act, the New York Executive Law, the New York State Human Rights Law, New York Civil Rights Law, Section 47 et seq., New York Civil Rights Law, Article 4-C, Section 48 et seq., New York Labor Law Section 201-d, New York Civil Rights Law, Article 4, Section 40-c to 45 and any applicable federal, state, or local anti-discrimination or equal employment opportunity statues or regulations, including, without limitation, any fair employment or human rights ordinance of any municipality or county in the State of New York; which Pine or his heirs, personal representatives, successors and assigns had, have or may hereafter have against the Company Releasees for, on or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date hereof; except that, Pine in no way releases or discharges the Company’s obligations under this Agreement or any of the Surviving Agreements. Nothing herein shall be construed as an admission by the Company that Pine has any claim against it. Pine and his heirs, personal representatives, successors and assigns, further waive any and all manner of notice, knowledge or discovery of any and all such actual or alleged claims of cause of action.

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(b) Pine shall have 21 days to review the release contemplated by Section 13(a) and is advised to consult with an attorney before signing it. After Pine signs this Agreement, he shall have seven days to cancel it, in which case this Agreement shall be terminated. If Pine does not cancel it, the release contemplated by Section 13(a) shall become effective.

(c) Subject to the last sentence of this Section 13(c), the Company, in consideration of good and valuable consideration received and to be received from Pine hereunder, the sufficiency of which is acknowledged, releases and discharges Pine and his heirs, personal representatives, successors and assigns (together, the “Pine Releasees”), of and from all claims, demands, causes of action, suits, actions, proceedings, judgments, debts, damages, liabilities and obligations, at law, equity or otherwise, which the Company or any of its affiliates and any of their respective successors or assigns had, have or may hereafter have against the Pine Releasees for, on or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date hereof; except that, the Company in no way releases or discharges Pine’s obligations under this Agreement and the Surviving Agreements. Nothing herein shall be construed as an admission by Pine that the Company has any claim against him. The Company, its affiliates and their respective successors and assigns, further waive any and all manner of notice, knowledge or discovery of any and all such actual or alleged claims of cause of action. The foregoing release shall become effective automatically on the effectiveness of the release contemplated by Section 13(a).

14. Litigation Cooperation. From time to time, if requested by the Company, Pine shall make his time and attention reasonably available to, and shall cooperate with the Company with respect to, any aspect of any litigation or governmental proceedings involving the Company regarding periods during which he was an employee of the Company and a reasonable period thereafter. Unless Pine is called as witness, the Company shall pay him a per diem fee comparable to his then current compensation or, if he is not then employed, at a reasonable rate. The Company shall reimburse Pine for any travel, lodging and other expenses he reasonably incurs in this regard, in accordance with their standard reimbursement policies.

15. Entire Agreement. This Agreement sets forth the entire understanding of the parties with respect to its subject matter, merges and supersedes any prior or contemporaneous understandings with respect to its subject matter, and shall not be modified or terminated except by a written instrument executed by the Company and Pine. Failure of a party to enforce one or more of the provisions of this Agreement or to require at any time performance of any of the obligations hereunder shall not be construed to be a waiver of such provisions by such party nor to in any way affect the validity of this Agreement or such party’s right thereafter to enforce any provision of this Agreement, nor to preclude such party from taking any other action at any time which it would legally be entitled to take.

16. 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. In this regard, the Company and Pine agree that the provisions of Section 10, including, without limitation, the scope of its territorial and time restrictions, are reasonable and necessary to protect and preserve the Company’s legitimate interests. If the provisions of Section 10 are held by a court of competent jurisdiction to be in any respect unreasonable, then such court may reduce the territory or time to which it pertains or otherwise modify such provisions to the extent necessary to render such provisions reasonable and enforceable.

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17. Successors and Assigns. Pine shall have no right to assign this personal Agreement, or any rights or obligations hereunder, without the consent of the Company. On the sale of all or substantially all of the assets of the Company to another party, or on the merger of the Company with another corporation, this Agreement shall inure to the benefit of, and be binding on, both Pine and the party purchasing such assets or surviving such merger in the same manner and to the same extent as though such other party were the Company. Subject to the foregoing, this Agreement shall inure to the benefit of, be binding on and be enforceable by, the parties and their respective heirs, personal representatives, successors and assigns.

18. 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) five days after being deposited in any United States post office enclosed in a postage prepaid registered or certified envelope addressed to, or (c) when successfully transmitted by fax (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 fax number for such party set forth below, or to such other address or fax 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 fax number shall be effective only on receipt.

If to the Company:	If to Pine:
Interep National Radio Sales, Inc.	Mr. George E. Pine
100 Park Avenue	100 Lakeshore Drive
New York, New York 10017	Lake Point Tower, Apartment 258
Attention: Mr. Ralph C. Guild	North Palm Beach, Florida 33408
Fax No.: (212) 916-0749	Fax No.: (561) 626-4595

19. Construction; Counterparts. The headings contained in this Agreement are for convenience only and shall in no way restrict or otherwise affect the construction of the provisions hereof. References in this Agreement to Sections are to the sections of this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

20. Governing Law. This Agreement shall be governed by 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.

IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first set forth above.

INTEREP NATIONAL RADIO SALES, INC.
By:	/s/ Ralph C. Guild	/s/ George E. Pine
	Ralph C. Guild Chairman of the Board	GEORGE E. PINE

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Ralph C. Guild, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interep National Radio Sales, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) (Intentionally omitted)

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 14, 2006	/s/ RALPH C. GUILD
	Ralph C. Guild
	Chairman of the Board and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, William J. McEntee, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interep National Radio Sales, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) (Intentionally omitted)

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 14, 2006	/s/ WILLIAM J. MCENTEE, JR.
	William J. McEntee, Jr.
	Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Interep National Radio Sales, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2006, as filed with the Securities and Exchange Commission (the “Report”), I, Ralph C. Guild, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2006	/s/    RALPH C. GUILD
	Ralph C. Guild
	Chairman of the Board and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Interep National Radio Sales, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2006, as filed with the Securities and Exchange Commission (the “Report”), I, William J. McEntee, Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2006	/s/    WILLIAM J. MCENTEE, JR.
	William J. McEntee, Jr.
	Senior Vice President and Chief Financial Officer