UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July ~~June 20~~21, 2005

INTEREP NATIONAL RADIO SALES, INC.

(Exact Name of Registrant as Specified in Charter)

New York

000-28395

13-1865151

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


100 Park Avenue, New York, New York		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 916-0700

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

(a) On ~~June~~July 2021, 2005, we ~~and~~entered ~~Ralph~~into C.a ~~Guild,~~First ~~our~~Amendment ~~Chief Executive Officer,~~(the ~~entered into an~~ “Amendment”) ~~No.~~of 1the toLoan ~~his Fifth Amended~~ and ~~Restated~~Security ~~Employment~~ Agreement, dated as of ~~March~~September 125, ~~1999~~2003, among Commerce Bank, N.A. (the “~~Agreement~~Bank”)., Asus ~~part~~and of our ~~overall~~subsidiaries ~~effort~~named totherein, ~~reduce~~as ~~our~~guarantors ~~operating~~(the ~~costs~~“Agreement”), ~~Mr.~~that ~~Guild~~strengthened ~~volunteered to reduce his annual~~our ~~salary~~relationship ~~from~~with ~~$825,000~~the ~~per~~Bank ~~year to $500,000 per year, effective as of May 1, 2005~~ and ~~through~~its ~~December~~commitment ~~31,~~to ~~2007~~us. ~~Mr.~~The ~~Guild~~principal ~~had~~change ~~previously~~effected ~~reduced~~by ~~his~~the ~~salary~~Amendment ~~from~~was ~~$925,000~~ to ~~$825,000~~extend inthe ~~2003~~term ~~and~~of ~~deferred~~our $~~100~~10,000,000 ofrevolving ~~his~~credit ~~salary~~facility ~~for~~under ~~2004. For~~ the ~~remaining~~ ~~portion~~Agreement offrom ~~the~~September ~~term~~25, of2006 ~~the~~through ~~Agreement after~~ December 31, 2007~~, Mr~~. ~~Guild’s~~The Amendment ~~annual~~also ~~salary~~revised ~~will~~certain beof ~~restored~~the financial covenants to ~~$925,000~~more ~~unless~~appropriately ~~otherwise~~reflect ~~agreed~~our current business operations.

A copy of ~~Amendment No. 1 to~~ the ~~Agreement~~Amendment is included as an exhibit to this Current Report.

InWe ~~the~~believe ~~event~~that ofthe ~~a Change in Control (as defined in~~ Amendment ~~No. 1), Mr. Guild’s annual salary will be restored to $925,000. Further, if Mr. Guild’s employment with us~~ is ~~terminated by him for cause (as defined in the Agreement), by reason~~ of ~~his~~significant ~~death~~benefit orto ~~permanent disability or, after a Change in Control, by~~ us ~~for cause (as defined~~ in ~~the~~that ~~Agreement),~~it ~~his salary~~provides ~~will~~continued beaccess ~~deemed~~ to berevolving ~~$925,000~~credit for an ~~determining~~additional ~~his~~15 ~~severance~~months ~~compensation under Section 7 of the Agreement~~ and weon ~~will~~more ~~pay~~favorable Mrterms. ~~Guild~~We analso ~~amount~~believe ~~equal~~that to the ~~aggregate~~Amendment ofindicates ~~all of~~ the ~~salary~~continued ~~reductions~~confidence tothat ~~which~~the heBank has ~~agreed~~in ~~pursuant~~our tooperating ~~Amendment No~~strategy. ~~1 and previously.~~

We also agreed with Mr. Guild that the annual incentive bonus provisions of the Agreement will be revised on a basis to be determined subsequently by the Compensation Committee of our Board of Directors and Mr. Guild. Any such arrangement will provide, however, that Mr. Guild will be entitled to incentive compensation for 2005 only if the Company’s EBITDA (calculated as provided in Section 2(b) of the Agreement and excluding any expenses incurred by the Company in connection with any contract terminations) exceeds $15,000,000. Threshold EBITDA levels for 2006 and 2007 will be subsequently determined by the Compensation Committee and Mr. Guild.

In consideration of these accommodations by Mr. Guild, he was granted stock options under our 1999 Stock Incentive Plan to purchase 200,000 shares of our Class B common stock at an exercise price of $0.51 per share (110% of the closing price of our Class A common stock on April 27, 2005). Further, the exercise price of all of the stock options held by Mr. Guild on that date that were granted prior to 2005 and that expire after December 31, 2005 was reduced to $0.69 per share (150% of the closing price of our Class A common stock on April 27, 2005) and the termination date of all of such options was extended to December 31, 2015. The original exercise prices and termination dates of all of such stock options are set forth in Amendment No. 1.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		~~Amendment~~First ~~No. 1~~Amendment, dated as of ~~June~~July 2021, 2005 to the ~~Fifth~~Loan ~~Amended~~ and ~~Restated~~Security ~~Employment~~ Agreement, dated as of ~~May~~September 125, ~~1999~~2003, ~~between~~among Commerce Bank, N.A., Interep National Radio Sales, Inc. and ~~Ralph~~its C.subsidiaries ~~Guild~~named therein.

SIGNATURE

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 hereunto duly authorized.

	INTEREP NATIONAL RADIO SALES, INC. (Registrant)
	INTEREP NATIONAL RADIO SALES, INC.
Date: June 22, 2005.	By:	/s/ WILLIAM J. MCENTEE, JR.
	(Registrant)
		William J. McEntee, Jr. Senior Vice President and Chief Financial Officer
Date: July 27, 2005.	By:	/s/ WILLIAM J. MCENTEE, JR.
		William J. McEntee, Jr.
		Senior Vice President and Chief Financial Officer

Exhibit Index

ExhibitNumber		Description
ExhibitNo.		Description
99.1		~~Amendment~~First ~~No.1~~Amendment, dated as of ~~June~~July 2021, 2005 to the ~~Fifth~~Loan ~~Amended~~ and ~~Restated~~Security ~~Employment~~ Agreement, dated as of ~~May~~September 125, ~~1999~~2003, ~~between~~among Commerce Bank, N.A., Interep National Radio Sales, Inc. and ~~Ralph~~its C.subsidiaries ~~Guild~~named therein.

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