Mr. Ralph C. Guild, Chairman
Mr. Howard M. Brenner, Director
Mr. Leslie D. Goldberg, Director
Mr. Marc G. Guild, Director
Mr. John E. Palmer, Director
Mr. George E. Pine, Director
Mr. Arnie Semsky, Director
Mr. Arnold Sheiffer, Director

TO THE MEMBERS OF THE BOARD OF DIRECTORS OF INTEREP NATIONAL RADIO SALES, INC.:

Re: Interep National Radio Sales, Inc. (``Interep'' or the ``Company'')

Dear Sirs:

Certain funds and affiliates managed by Oaktree Capital Management, LLC (``Oaktree'') collectively own 2.1 percent of Interep's Class A common shares. As you know, we are also the Company's largest bondholder.

While we remain enthusiastic about Interep's long-term prospects, we are very concerned that the Company's overleveraged balance sheet and constrained liquidity are restricting its operational flexibility and ability to compete adequately in the marketplace.

To that end, we sent you -- the members of Interep's Board of Directors -- a letter on January 19, 2005 conveying our interest in potentially leading an out-of-court balance sheet restructuring that would significantly reduce the Company's debt burden, while providing it with sufficient short-term liquidity and long-term growth capital. Such a transaction, in our view, would enable Interep to not only defend its existing client base against mounting competitive pressures but also pursue contract buyouts and solidify its existing management team to support the associated growth.

Furthermore, our letter sets forth our belief that a balance sheet restructuring similar to the potential transaction we described in our letter would benefit all of Interep's key constituents -- including its shareholders, creditors, clients and employees -- for the following reasons: (i) shareholders would be better off holding a reduced percentage equity interest in a deleveraged company with greater equity value and substantial opportunity for future appreciation; (ii) creditors would increase their likelihood of receiving a full recovery on their existing notes and/or loans; (iii) clients -- and the industry, in general -- would be assured of Interep's strengthened balance sheet and long-term viability; and (iv) employees, each of whom is also a shareholder, would rejoice in having the ability to once again position the Company for growth. In addition, we have heard through industry sources that multiple radio operators (each of notable size) would consider awarding their national spot business to Interep if it had a stronger balance sheet.

Upon receiving our proposal, we understand that Mr. Ralph C. Guild, Interep's Chairman and CEO, instructed each of his fellow Board Members to refrain from engaging in follow-up discussions with anyone from Oaktree, suggesting instead that he would personally handle all such communications. This created an unfortunate conflict of interest considering that our proposal contemplated a management succession plan pursuant to which Mr. Guild would vacate the CEO position following the transaction. While the letter articulates our belief that the Company would benefit considerably from a new chief executive, we worked diligently to craft what we consider to be a generous and thoughtful transition package for Mr. Guild, including his appointment as Interep's Chairman Emeritus and strategy consultant. Despite our good faith efforts to lay out a transaction structure that would benefit all key constituents and provide Mr. Guild with a graceful retirement, our proposal regrettably failed to gain any traction with the Board.

While we were disappointed by your unwillingness to engage in a constructive discussion regarding our proposal, we were cautiously optimistic after a subsequent conversation we had with Mr. Guild in late January during which he indicated that the Board was in the process of interviewing candidates to serve as the Company's restructuring advisor and would be in a position to retain an advisor within a couple weeks. Ten weeks have now passed since this conversation, and we have yet to receive any response to our proposal or an update regarding the selection process. We believe very strongly that your prompt retention of an experienced restructuring advisor is in the best interest of the Company and its key constituents. In our view, prolonging the inevitability of this decision will only result in the continued deterioration of enterprise value.

Mr. Guild appears to be operating in a state of denial with respect to Interep's financial condition. According to its 10-Q for the period ended September 30, 2004, the Company had approximately $109 million in outstanding debt obligations (consisting of $99 million in bonds, $9 million in contract buyouts payable and $1 million in employee-related liabilities). These debt obligations will soon increase (if they have not already) as the Company draws down on its $10 million revolving credit facility to (i) pay interest on its bonds, (ii) make existing contract buyout and severance payments, and (iii) fund operating losses.

For the twelve month period ended December 31, 2004, the Company generated an EBITDA loss of $373,000 before giving effect to non-recurring legal expenses and contract termination revenue. This weak financial performance is entirely inadequate to support Interep's considerable debt burden. Unless and until performance dramatically improves (to be clear, the positive year-over-year pacing data that Interep reported in its year-end earnings release does not, in our opinion, constitute such improvement), the Company's remaining liquidity will continue to diminish at a rapid pace.

After being rebuffed in our efforts to engage the Board in a constructive restructuring dialogue, we have spent additional time analyzing in detail the Company's public disclosure regarding its corporate overhead expense control (or lack thereof). It is perhaps Mr. Guild's compensation arrangement that is the most eye-opening. The Company's public filings indicate that, excluding a host of standard benefits and arguably non-standard perquisites that he enjoys, Mr. Guild's contract calls for $1.1 million in annual base compensation, consisting of his $925,000 salary, $104,583 in supplemental income and an additional $23,841 in retirement funding. Put another way, Mr. Guild's annual compensation arrangement is equal to approximately 15% of Interep's entire market capitalization! Furthermore, a partnership controlled by several of Mr. Guild's family members receives from the Company an additional $120,000 in annual rental income in connection with an apartment in which Mr. Guild lives when in New York City.

Given the Company's current balance sheet and liquidity issues, we strongly suggest that the Board conduct a thorough review of Mr. Guild's employment agreement (including the rationale for why a 76-year-old executive has a seven-year employment/consulting arrangement) and ``right-size'' the terms of his agreement as appropriate. In light of the Company's unsuccessful attempts at expense reduction to date, the example needs to be set from the top, particularly if there exists an aura of extravagance around Mr. Guild.

Regardless of any potential success in marginally reducing the Company's expenses going forward, we believe this will represent merely a temporary ``Band-Aid'' to its fundamental balance sheet and liquidity problems. It is, therefore, our view that time is of the essence for the Board to retain an experienced restructuring advisor who can assist the Company in accelerating the implementation of a permanent capital structure solution.

We urge you to take very seriously your fiduciary duties and to take all necessary steps to maximize value for Interep's shareholders and creditors. We believe that a critical first step towards this goal (in addition to retaining an experienced restructuring advisor) is for you to enter into meaningful communication with these key stakeholders, while giving due consideration to the fact that Mr. Guild should no longer control such communication. The value of the enterprise will continue to diminish every day that these fundamental issues are not addressed.

This letter is without prejudice to the full exercise by Oaktree of any and all of its rights and remedies against the Company and against each of its Directors and Officers, all of which expressly are reserved.

Sincerely,

B. James Ford
Managing Director
Oaktree Capital Management, LLC