EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
RADIO ONE, INC.
OFFER TO EXCHANGE
6-3/8% SENIOR SUBORDINATED NOTES DUE 2013 THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING UNREGISTERED 6-3/8% SENIOR
SUBORDINATED NOTES DUE 2013
PURSUANT TO THE PROSPECTUS
DATED [ ], 2005
This Notice of Guaranteed Delivery, or one substantially equivalent
to this form, must be used to accept the Exchange Offer (as defined below) if
(i) certificates for the Issuer's 6-3/8% Senior Subordinated Notes due 2013 (the
"Original Notes") are not immediately available, (ii) the Original Notes, the
Letter of Transmittal and all other required documents cannot be delivered to
[The Bank of New York] (the "Exchange Agent") on or prior to the expiration of
the exchange offer or (iii) the procedures for delivery by book-entry transfer
cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand, overnight courier or mail, or transmitted by facsimile
transmission, to the Exchange Agent. See "The Exchange Offer--Procedures for
Tendering Original Notes" in the Prospectus. In addition, in order to utilize
the guaranteed delivery procedure to tender Original Notes pursuant to the
Exchange Offer, a completed, signed and dated Letter of Transmittal relating to
the Original Notes (or facsimile thereof) must also be received by the Exchange
Agent on or prior to the expiration of the Exchange Offer. Capitalized terms not
defined herein have the meanings assigned to them in the Prospectus.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
By Hand or Overnight Delivery: By Registered or Certified Mail: Facsimile Transmissions:
(Eligible Institutions Only)
The Bank of New York The Bank of New York
101 Barclay Street - 7 East 101 Barclay Street - 7 East (212) 298-1915
Corporate Trust Operations Corporate Trust Operations
Reorganization Unit Reorganization Unit To Confirm by Telephone
New York, New York 10286 New York, New York 10286 or for Information Call:
Attn: David A. Mauer Attn: David A. Mauer (212) 815-3687
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY
VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Radio One, Inc., a Delaware
corporation (the "Issuer"), upon the terms and subject to the conditions set
forth in the Prospectus dated [ ], 2005 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate principal amount of Original Notes set
forth below pursuant to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer--Procedures for Tendering
Original Notes."
DESCRIPTION OF ORIGINAL NOTES
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NAMES(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE AGGREGATE PRINCIPAL PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* AMOUNT REPRESENTED TENDERED**
- ------------------------------------ ----------- ------------------- ----------------
_______________________________________________________
_______________________________________________________
_______________________________________________________
Total Principal Amount of Original Notes:
* Need not be completed by Holders tendering by book-entry transfer.
** Original Notes may be tendered in whole or in part in multiples of $1,000.
All Original Notes held shall be deemed tendered unless a lesser number is
specified in this column. See Instruction 4. Method of Delivery
If Original Notes will be tendered by book-entry transfer, provide the following
information:
DTC Account Number:_____________________________________________________________
Date:___________________________________________________________________________
All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
PLEASE SIGN HERE
[X]_____________________________________________________________________________
[X]_____________________________________________________________________________
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Date:___________________________________________________________________________
Area Code and Telephone No.:____________________________________________________
Must be signed by the holder(s) of the Original Notes as their
name(s) appear(s) on certificates for the Original Notes or on a security
position listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
and, unless waived by the Issuer, provide proper evidence satisfactory to the
Issuer of such person's authority to so act.
NAME:___________________________________________________________________________
CAPACITY:_______________________________________________________________________
ADDRESS:________________________________________________________________________
(INCLUDING ZIP CODE)
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, government securities broker or
government securities dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a savings
association that is a participant in a Securities Transfer Association (each of
the foregoing being referred to as an "Eligible Institution"), hereby guarantees
to deliver to the Exchange Agent, at one of its addresses set forth above,
either the Original Notes tendered hereby in proper form for transfer, or
confirmation of the book-entry transfer of such Original Notes to the Exchange
Agent's account at The Depository Trust Company ("DTC"), pursuant to the
procedures for book-entry transfer set forth in the Prospectus, in either case
together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof) and any other required documents within three
New York Stock Exchange trading days after the date of execution of this Notice
of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal (or facsimile thereof) and the Original Notes tendered hereby to the
Exchange Agent within the time period set forth above and that failure to do so
could result in a financial loss to the undersigned.
SIGNATURE GUARANTEE
________________________________________________________________________________
(AUTHORIZED SIGNATURE)
________________________________________________________________________________
(PRINTED NAME)
________________________________________________________________________________
(TITLE)
________________________________________________________________________________
(NAME OF FIRM)
________________________________________________________________________________
ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
(INCLUDING AREA CODE) OF FIRM)
DATE:_____________________________________________
NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING DEBT WITH THIS FORM. CERTIFICATES
FOR OUTSTANDING DEBT SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
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