STANDSTILL AGREEMENT
This STANDSTILL AGREEMENT (this "Agreement"), dated as of June
30, 1998, by and among Radio One, Inc., a Delaware corporation ("Radio One");
the subsidiaries of Radio One from time to time party hereto and who are
guarantors of the Senior Indebtedness (as defined below) (herein referred to as
the "Subsidiaries" and collectively, with Radio One hereinafter referred to as
the "Companies," and individually as a "Company"); ALTA Subordinated Debt
Partners III, L.P., BancBoston Investments, Inc., Grant M. Wilson, Syncom
Capital Corporation, Alliance Enterprise Corporation, Opportunity Capital
Corporation, Capital Dimensions Venture Fund, Inc., TSG Ventures L.P.
(successor-in-interest to TSG Ventures Inc.), Fulcrum Venture Capital
Corporation and Alfred C. Liggins (successor-in-interest to Greater Philadelphia
Venture Capital Corporation, Inc.) (together with their respective successors
and assigns, each an "Investor" and collectively the "Investors"); Alfred C.
Liggins, Catherine L. Hughes and Jerry A. Moore III (each, a "Management
Stockholder" and collectively, the "Management Stockholders"); Credit Suisse
First Boston, as Agent ("Agent") for itself and the other Senior Lenders
(hereinafter defined); and United States Trust Company of New York, as trustee
(the "Trustee") for the holders (the "Senior Subordinated Noteholders") of the
12% Senior Subordinated Notes due 2004 from Radio One in the aggregate principal
amount of $85,478,000 (the "Senior Subordinated Notes") issued under the
Indenture dated as of May 15, 1997 (as amended, modified, restated supplemented,
renewed, replaced, extended, increased, rearranged or substituted from time to
time, the "Indenture").
WITNESSETH:
WHEREAS, in connection with the closing of the transactions
contemplated by that certain Stock Purchase Agreement dated as of December 23,
1997 by and among the Shareholders of Bell Broadcasting Company and Radio One,
Radio One desires to replace its Amended and Restated Credit Agreement (the
"NationsBank Agreement"), dated as of May 19, 1997, with NationsBank of Texas,
N.A. ("NationsBank") and the several lenders from time to time parties thereto
with a Credit Agreement (as amended, modified, restated supplemented, renewed,
replaced, extended, increased, rearranged or substituted from time to time, the
"Senior Credit Agreement"), dated of even date herewith, with Credit Suisse
First Boston ("CSFB"), as agent, and the several lenders from time to time
parties thereto.
WHEREAS, the Companies, the Investors, the Management
Stockholders, NationsBank, as agent under the NationsBank Agreement and the
Trustee are parties to that certain Standstill Agreement (the "NB Standstill
Agreement") effective as of May 19, 1997.
WHEREAS, this Agreement is entered into pursuant to the terms
of Section 15 of the NB Standstill Agreement and replaces the NB Standstill
Agreement in its entirety.
In order to induce the Senior Lenders to make financial
accommodations to the Companies and to enter into the Senior Credit Agreement
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Companies, the
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Investors and the Management Stockholders hereby agree with the Agent on behalf
of the Senior Lenders, and the Trustee, on behalf of the Senior Subordinated
Noteholders that, so long as any Senior Indebtedness (as hereinafter defined) is
outstanding or committed to be advanced, each such party will comply with such
of the following provisions as are applicable to it:
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Certain Definitions.
1.1 Capitalized Terms. Except as otherwise defined herein, all
capitalized terms used in this Agreement shall have the meanings specified for
such terms in Appendix A.
1.2 Senior Indebtedness. The term "Senior Indebtedness" shall
mean any and all loans, advances, extensions of credit and any other
indebtedness, obligations and/or liabilities, now existing or hereafter arising,
direct or indirect, absolute or contingent, of the Companies, or any of them to
(i) the Senior Lenders outstanding from time to time, whether pursuant to the
Senior Credit Agreement, each Guaranty, any of the Notes, the Security Documents
or any other Loan Document or otherwise (including, without limitation, any and
all indebtedness to the Senior Lenders in respect of any and all future loans or
advances or extensions of credit made to the Companies, or any of them, by the
Senior Lenders prior to, during or following any proceeding in respect of any
"Reorganization", as defined in Section 3.2 hereof, together with interest
thereon and all fees, expenses and other amounts (including costs of collection
and reasonable attorneys' fees) at any time owing to the Senior Lenders, whether
arising in connection with the Senior Credit Agreement, the Notes, each
Guaranty, the Security Documents or any other Loan Document, or such other
indebtedness (all of the foregoing sometimes referred to herein as the "Primary
Senior Indebtedness"), and (ii) the Senior Subordinated Noteholders from time to
time, pursuant to the Indenture, the Senior Subordinated Notes issued pursuant
thereto, the guaranties of the Subsidiaries with respect thereto (the
"Subordinated Guaranties"), or otherwise, together with interest thereon and all
fees, expenses and other amounts (including costs of collection and reasonable
attorneys' fees) at any time owing to the Senior Subordinated Noteholders,
whether arising in connection with the Indenture, the Senior Subordinated Notes,
the Subordinated Guaranties or any other document executed in connection
therewith, (regardless of the extent to which the Senior Credit Agreement, the
Notes, each Guaranty, the Security Documents or any other Loan Document, or such
other indebtedness, or the Indenture, the Senior Subordinated Notes or the
Subordinated Guaranties is enforceable against the Companies and regardless of
the extent to which such amounts are allowed as claims against the Companies in
any Reorganization, and including any interest thereon accruing after the
commencement of any Reorganization and any other interest that would have
accrued thereon but for the commencement of such Reorganization); provided, that
without the prior consent of Investors holding a majority in interest of the
Preferred Stock, the Senior Lenders shall not increase the principal amount of
borrowing available to the Companies under the Senior Credit Agreement to an
amount in excess of $57,500,000 and the Senior Subordinated Noteholders will not
increase the principal amount outstanding under the Senior Subordinated Notes.
All Senior
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Indebtedness shall be entitled to the benefits of this Agreement without notice
thereof being given to the Investors.
1.3 Subordinated Obligations. The term "Subordinated
Obligations" shall mean any and all existing and hereafter arising obligations
and/or liabilities whatsoever of the Companies, or any of them, to (i) the
Investors in connection with the Preferred Stock, whether payments made in
respect of Liquidation Value or dividends of the Preferred Stock, indemnities or
otherwise in respect of such Preferred Stock, whether direct or indirect,
absolute or contingent, and all claims, rights, causes of action, judgments and
decrees in respect of the foregoing, including, without limitation: all
indebtedness, obligations and/or liabilities arising under, resulting from,
relating to or in connection with such Preferred Stock, and further including
without limitation any amounts paid at any time to the Investors under or in
connection with provisions of the Securities Purchase Agreement or the Preferred
Stockholders' Agreement and (ii) the Investors in connection with or under the,
the Warrant Agreement, the Warrants, any and all proxies granted in connection
therewith, and (iii) any indebtedness of the Company or any Subsidiary issued to
the Investors, if any and at any time, in any transaction related to or in
connection with the Preferred Stock or the Warrants, and in each case any and
all agreements or instruments securing any of the obligations, indebtedness
and/or liabilities evidenced by, arising under, resulting from or related to the
foregoing (all of the foregoing, together with any other agreement, document,
instrument, certificate or proxy evidencing or relating to any of the foregoing,
the transactions contemplated therein or the Subordinated Obligations being
hereinafter collectively referred to as the "Subordinated Agreements").
2. Representations and Warranties.
(a) The Company and each Management Shareholder hereby represents and
warrants to the Agent, the Senior Lenders, the Trustee and each Senior
Subordinated Noteholder that:
(i) At the date hereof (i) the total number of shares of 15%
Series A Preferred Stock authorized by Radio One, held by the Series A
Investors, is 100,000 shares, par value $.01 per share; with an
aggregate Liquidation Value for all such Series A Preferred Stock equal
to $8,475,303.00; and (ii) the total number of shares of 15% Series B
Preferred Stock authorized by the Company, held by the Series B
Investors, is 150,000 shares, par value $.01 per share, with an
aggregate Liquidation Value for all such Series B Preferred Stock equal
to $12,446,710.00. At the date hereof, no dividends have been declared
or have accrued with respect to the Preferred Stock. All of the
Investors holding Series A Preferred Stock are listed on Exhibit A,
under the caption "Series A Preferred Investors"; all of the Investors
holding Series B Preferred Stock are listed on Exhibit A, under the
caption "Series B Preferred Investors". All of the Investors holding
warrants are listed on Exhibit A, under the caption "Warrantholders".
(ii) True, accurate and complete copies of the Subordinated
Agreements are attached hereto as Exhibit B; and
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(b) Each Investor hereby represents and warrants to the Agent, the
Senior Lenders, the Trustee and each Senior Subordinated Noteholder
that:
(i) Each Investor is the holder of the Preferred Stock held by
it, and in the case of Investors owning Warrants, the Warrants, free
and clear of all liens, claims and encumbrances, and such Investor is
not subject to any contractual limitation or restriction which would
impair in any way its ability to execute or perform its obligations
under this Agreement.
(ii) Each Investor hereby consents to the Companies incurring
the Senior Indebtedness, including, without limitation, all future
loans and extensions of credit by the Senior Lenders and the Senior
Subordinated Noteholders to the Companies (to the extent permitted
hereunder), or any of them, for all purposes for which such consent may
be required under the Subordinated Agreements or otherwise;
(iii) Such Investor has no liens on, security interests in, or
other rights to any of the assets of the Companies.
3. Terms of Subordination.
3.1 No Transfer. The Investors will not sell or otherwise
dispose of any of the Subordinated Obligations, including, without limitation,
the Preferred Stock or the Warrants, except with the consent of the Senior
Lenders (which consent shall not be unreasonably withheld); provided, however,
that the Investors may sell or transfer the Preferred Stock or the Warrants to
an Affiliate, or any partner of any Investor existing on the date hereof or as
required by law or regulation. In all cases, prior to any transfer of the
Preferred Stock or the Warrants, or any other Subordinated Obligation, each
transferee thereof must (a) agree in advance in writing, pursuant to an
agreement in form acceptable to the Senior Lenders, to become a party hereto and
(b) pledge to Agent and the Senior Lenders, in advance, any Warrants so
transferred pursuant to a pledge agreement in form acceptable to Senior Lenders.
The Investors shall give the Senior Lenders at least thirty (30) days prior
written notice of any such proposed transfer stating the identity of the
transferee and providing such other information as the Senior Lenders shall
reasonably require.
3.2 Payment Subordinated. (a) Anything in the Subordinated
Agreements to the contrary notwithstanding, each Investor hereby subordinates
and defers the payment of the Subordinated Obligations, and the Subordinated
Obligations are and shall be hereby made expressly subordinate and junior in
right of payment to the prior indefeasible payment in full in cash of the Senior
Indebtedness and termination of the Senior Credit Agreement and the Indenture,
and the Subordinated Obligations are hereby subordinated as a claim against the
Companies and the Management Stockholders (relating to the Senior Indebtedness)
or any of the assets of, or ownership interests in, the Companies whether such
claim be (i) in the event of any distribution of the assets of a Company upon
any voluntary or involuntary dissolution, winding-up, total or partial
liquidation or reorganization, or bankruptcy, insolvency, receivership or other
statutory or common law
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proceedings or arrangements involving a Company or the readjustment of the
liabilities of a Company or any assignment for the benefit of creditors or any
marshaling of the assets or liabilities of a Company (any of the foregoing being
hereinafter referred to as a "Reorganization"), (ii) in connection with a sale
of the Companies pursuant to the Subordinated Agreements or otherwise or (iii)
other than in connection with any Reorganization or any such sale, to the prior
indefeasible payment in full in cash of the Senior Indebtedness and termination
of the Senior Credit Agreement and the Indenture. In furtherance of the
foregoing, except as provided in Section 3.6 hereof, the Companies will not
make, and no holder of Subordinated Obligations will accept or receive, any
payment of Subordinated Obligations until all the Senior Indebtedness has been
indefeasibly paid and satisfied in full in cash and the Senior Credit Agreement
and the Indenture have been terminated.
(b) Further, so long as any Claim (as defined in Section 5
hereof) of Agent or any of the Senior Lenders or the Trustee or any Senior
Subordinated Noteholder against any of the Companies, the Management
Stockholders (relating to the Senior Indebtedness) or any portion of the Senior
Indebtedness remains outstanding or unsatisfied, and until the Senior Credit
Agreement and the Indenture have been terminated, each Investor agrees that it
shall not (i) exercise any of its rights under the Warrants or any other option,
warrant, call or other Right (other than, subject to Section 8 hereof, the
Investors' rights under Articles VI and VIII of the Warrant Agreement and under
any irrevocable proxy granted to effectuate the Investors' rights under Articles
VI and VIII of the Warrant Agreement) it may now have or hereafter acquire with
respect to any portion of the capital stock of any of the Companies
(collectively, "Equity Rights"), whether acquired pursuant to the Subordinated
Agreements or otherwise (A) unless after the exercise of such Warrants or other
Equity Rights, the Investors will not own, directly or indirectly, 65% or more
of Radio One or any other Company nor be entitled to elect or designate for
election a majority of the Board of Directors of any Company, (B) if as a result
of such exercise of the Warrants or other Equity Rights, Hughes and Liggins
shall not continue to directly own of record and beneficially and to control 35%
or more of Radio One and the Companies or would not be entitled to elect or
designate for election a majority of the Board of Directors of any Company and
(C) so long as any capital stock to be issued in connection with the exercise of
its Warrant is required to be pledged to the Agent for the benefit of the Senior
Lenders, unless such Investor shall have first (x) notified the Senior Lenders
and the Trustee of its desire to exercise its Warrant, (y) instructed and
notified Radio One that any capital stock to be issued in connection with the
exercise of any Warrant of any Investor shall be delivered directly to Agent as
security for the Primary Senior Indebtedness and (z) such Investor shall
simultaneously pledge such capital stock to the Agent for the benefit of the
Senior Lenders pursuant to a pledge agreement in form and substance satisfactory
to the Senior Lenders and deliver to Agent stock powers (executed in blank)
covering such capital stock, (ii) exercise any rights it now has or hereafter
acquires to require a Company to repurchase any of the Warrants pursuant to the
Subordinated Agreements or otherwise, or (iii) accept any sums in consideration
of repurchase of any of the Warrants.
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3.3 Distributions in Reorganization. (a) In the event of any
Reorganization relative to a Company or property of a Company, all of the Senior
Indebtedness shall first have been indefeasibly paid in full in cash and the
Senior Credit Agreement and the Indenture shall have been terminated before any
payment whatsoever is made upon or in respect of the Subordinated Obligations
(including but not limited to payments on account of redemption, liquidation,
dividends, or principal, premium, interest or otherwise), and in any such
proceedings any payment or distribution of any kind or character whatsoever,
whether in cash or property or securities which may be payable or deliverable in
respect of the Subordinated Obligations shall be paid or delivered directly to
the (i) Agent for the benefit of the Senior Lenders for application in payment
of the Primary Senior Indebtedness, unless and until the Investors shall have
received notice in writing from the Agent that all such Primary Senior
Indebtedness shall have been indefeasibly paid and satisfied in full in cash and
the Senior Credit Agreement shall have been terminated, and (ii) thereafter to
the Trustee, for the benefit of the Senior Subordinated Noteholders, for
application in payment of the Senior Subordinated Notes and all monetary
obligations of any Company under the Indenture, unless and until the Investors
shall have received notice in writing from the Trustee that all such Senior
Subordinated Notes and all monetary obligations under the Indenture of any
Company shall have been indefeasibly paid and satisfied in full in cash and the
Indenture shall have been terminated. In the event that, notwithstanding the
foregoing, upon any such Reorganization, any payment or distribution of assets
of a Company of any kind or character whatsoever, whether in cash, property or
securities, shall be received by any holder of the Subordinated Obligations
before all of the Senior Indebtedness is indefeasibly paid in full in cash and
the Senior Credit Agreement and the Indenture have been terminated, the
Investors agree hereby to cause all such payments and distributions to be
immediately paid over, first, to the Agent for the benefit of the Senior
Lenders, for application to the payment of all Primary Senior Indebtedness
remaining unpaid until the Investors shall have received notice in writing from
the Agent that all such Primary Senior Indebtedness shall have been indefeasibly
paid in full in cash and the Senior Credit Agreement has been terminated, and
second, to the Trustee for the benefit of the Senior Subordinated Noteholders,
for application to the payment of all Senior Subordinated Notes and all other
monetary obligations of any Company under the Indenture, until the Investors
shall have received notice in writing from the Trustee that all such Senior
Subordinated Notes and such other monetary obligations shall have been
indefeasibly paid in full in cash and the Indenture has been terminated.
(b) Until such time as the Senior Indebtedness has been
indefeasibly paid and satisfied in full in cash and the Senior Credit Agreement
and the Indenture shall have been terminated, each of the Investors irrevocably
authorizes and empowers the Agent, on behalf of the Senior Lenders, and at such
time as the Primary Senior Indebtedness shall have been indefeasibly paid in
full, the Trustee, on behalf of the Senior Subordinated Noteholders, in any
proceedings under any Reorganization (i) to file a proof of claim on behalf of
any or all of the Investors with respect to the Subordinated Obligations if any
such Investor fails to file proof of its claims prior to 30 days before the
expiration of the time period during which such claims must be submitted, (ii)
to accept and receive any payment or distribution which may be payable or
deliverable at any time upon or in respect of such Subordinated Obligations,
provided that at such time as the Primary Senior Indebtedness shall have been
indefeasibly paid in full, amounts received thereafter by the Agent, if any,
shall be delivered by the Agent to the Trustee for the benefit of the Senior
Subordinated
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Noteholders, (iii) to prove any and all claims, or seek enforcement thereof, of
each of the Investors in any Reorganization proceeding and (iv) to take such
other action as may be reasonably necessary to effectuate any of the foregoing.
Upon the Agent's or the Trustee's reasonable request, each Investor agrees
severally and not jointly to provide to the Agent and the Trustee, all
information and documents necessary to present claims or prove claims or seek
enforcement thereof as aforesaid. The Investors shall retain the exclusive right
to vote their claims in any Reorganization; provided, that no Investor shall be
entitled to take any action or vote in any way and each such Investor hereby
agrees severally and not jointly to not take any action or vote in any way, so
as to contest (i) the validity or the enforceability of the Senior Credit
Agreement, any of the other Loan Documents or any of the liens or security
interests which secure the payment or performance of the Primary Senior
Indebtedness, (ii) the validity or the enforceability of the Indenture, the
Senior Subordinated Notes, the Subordinated Guaranties or any other document
executed in connection therewith, or (iii) the validity or enforceability of
this Agreement or any agreement or instrument to the extent evidencing or
relating to the Senior Indebtedness. Neither the Agent and the Senior Lenders,
nor the Trustee and the Senior Subordinated Noteholders, shall in any event be
liable for any failure to prove the Subordinated Obligations; for failure to
exercise any rights with respect thereto; or for failure to collect any sums
payable thereon or for failure to take any affirmative action in connection
therewith.
3.4 Effect of Provisions. The provisions hereof as to
subordination are solely for the purpose of defining the relative rights of the
holders of Senior Indebtedness on the one hand, and the holders of the
Subordinated Obligations on the other hand, and, except as otherwise expressly
provided herein, none of such provisions shall impair, as between the Companies
and the holders of the Subordinated Obligations, the obligations of the
Companies, which are unconditional and absolute to pay to such holders all of
the Subordinated Obligations in accordance with the terms thereof.
3.5 Subrogation, etc. The holders of the Subordinated
Obligations shall not be subrogated to the rights of the holders of the Senior
Indebtedness in respect of payments or distributions of assets of, or ownership
interests in, the Companies made on the Senior Indebtedness, if at all under
applicable law, until the Senior Indebtedness shall have been indefeasibly paid
in full in cash and the Senior Credit Agreement and the Indenture have been
terminated.
3.6 Permitted Payments of Subordinated Obligations. Radio One
may, from time to time, pay or cause to be paid to any holder of Subordinated
Obligations, and any such holder may accept and retain, payments or other
distributions, including without limitation in respect of any redemption or
other payment in respect of the Preferred Stock, to the extent, and solely to
the extent, permitted (i) under the Senior Credit Agreement, so long as any
Primary Senior Indebtedness thereunder remains unpaid and the Senior Credit
Agreement has not been terminated, and (ii) under the Indenture, so long as the
Senior Subordinated Notes, and all monetary obligations in connection therewith,
remain unpaid, and the Indenture has not been terminated.
4. Agreement to Hold in Trust. If any holder of Subordinated
Obligations shall receive any payment with respect to the Subordinated
Obligations in any form and from any source
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whatsoever (including, without limitation, any payment or distribution of
collateral security, if any, or the proceeds of any collateral security) in
violation of this Agreement, it shall hold such payment in trust first, for the
benefit of the Senior Lenders and, promptly upon discovery or notice of such
violation, pay it over to Agent for the benefit of the Senior Lenders for
application to payment of the Primary Senior Indebtedness; and upon receipt of
notice from the Agent that the Primary Senior Indebtedness has been paid in full
and the Senior Credit Agreement has been terminated, shall thereafter, pay it
over to the Trustee for the benefit of the Senior Subordinated Noteholders for
application in payment of the Senior Subordinated Notes and other monetary
obligations under the Indenture.
5. Amendments to Subordinated Agreements/Additional Liens on
Collateral. Each Investor covenants and agrees that, unless the Senior Lenders
otherwise consent thereto in writing, it will not amend or modify any provision
of any of the (a) Warrant Agreement, (b) the Amended and Restated Certificate of
Incorporation of the Company, or the Preferred Stockholders' Agreement, or (c)
the other Subordinated Agreements, in each such case, so as to effect (i) any
obligation to pay any fees or any increase in the rate of interest or dividends
charged, declared or accrued thereunder, (ii) any increase in the principal
amount or liquidation value of the Subordinated Obligations or any installment
due thereunder, or to create any obligation to make a principal payment or
payment in respect of redemption, (iii) any additional payment or prepayment or
redemption requirements, or requirements in respect of dividends or voting
rights, (iv) any acceleration of the maturity date of any payment for principal,
redemptions, dividends or interest, (v) amendment of the form or method of
payment, (vi) the granting or obtaining of any collateral security or obtaining
any lien on any collateral, (vii) providing for any additional covenants
(financial or otherwise) or events of default (however defined), Redemption
Events or remedies, or making more restrictive any existing covenants or events
of default or provisions governing the Preferred Stock or Warrants, (viii) any
rights to control the board of directors of any of the Companies, (ix) any
changes to Section 10 of the Preferred Stockholders' Agreement or Articles VI or
VIII of the Warrant Agreement or (x) any other amendment which would result in a
breach or violation of the Senior Credit Agreement or which could have an
adverse effect on the operations of the Companies, the Agent's or the Senior
Lenders' security interest in the Collateral or the Agent's or the Senior
Lenders' Claims. As used herein, the term "Claims" shall mean the Senior
Indebtedness and any and all now existing and future indebtedness, obligations
or liabilities, including without limitation any post petition interest, of the
Companies to Agent and the Senior Lenders, or the Trustee and the Senior
Subordinated Noteholders, whether direct or indirect, absolute or contingent,
secured or unsecured, arising under the Senior Credit Agreement, the Notes, or
any other Loan Documents, or the Indenture or the Senior Subordinated Notes, or
the Subordinated Guaranties, as now written or as amended, modified, restated,
supplemented, renewed, extended, increased, rearranged or substituted hereafter
or by operation of law or otherwise, including any and all expenses (including
reasonable attorneys' fees) incurred in connection therewith and any interest
thereon. Claims shall also include all such Claims arising as a result of any
refinancing of the Claims by another Person in accordance with the terms of this
Agreement or (c) obtain any liens on or security interests in any of the assets
or Property of the Companies as security for the Subordinated Obligations or
otherwise.
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6. Requirement of Notice. (a) The Investors agree to notify Agent and
the Senior Lenders and the Trustee, on behalf of the Senior Subordinated
Noteholders immediately upon the happening of any of the following:
(i) the Investors declare an event of default, elect
to exercise rights of any mandatory redemption or put in respect of the
Preferred Stock, or elect to exercise any rights to convert the
Preferred Stock or Warrants into common stock or indebtedness of the
Company or any Subsidiary, under any of the Subordinated Agreements;
(ii) the waiver by the Investors of any material
default or redemption event under any of the Subordinated Agreements;
(iii) the acceleration or occurrence of any event
requiring redemption of the Subordinated Obligations, or event which
provides increased voting rights to the Investors, or creates a Change
of Control (as defined in the Senior Credit Agreement or the
Indenture);
(iv) actual knowledge of the occurrence of a breach
by the Company or any Subsidiary of any event under Section 10 of the
Preferred Stockholders Agreement or under the Warrant Agreement which
permits the Investors to require the Company to seek a sale of the
Company or its assets, or a refinancing of its indebtedness and
obligations in respect of the Preferred Stock, in each case, subject to
the terms hereof; or
(v) actual knowledge of any breach by an Investor
under this Agreement, or any Loan Document to which an Investor is a
party executed in connection with the Senior Credit Agreement, or the
Indenture.
(b) Prior to the commencement of any foreclosure action
against a Company or acceleration of the Senior Indebtedness by reason of an
Event of Default under the Senior Credit Agreement, or acceleration under the
Indenture, each of the Agent and the Trustee, as the case may be, agree to
notify the Investors of such Event of Default (although the failure to give such
notice shall not affect the validity of such acceleration or foreclosure
action).
7. Legend. The Companies and each Investor, for itself and its
successors and assigns as holders of Subordinated Obligations, covenant to cause
each agreement and instrument representing or evidencing any of the Subordinated
Obligations issued or executed by the Companies and either of them and held by
the Investors or any agreement securing the Subordinated Obligations including,
without limitation, the Preferred Stockholders Agreement, the Warrants, the
Warrant Agreement, the Preferred Stock and any other documents or instruments
evidencing Subordinated Obligations or Liens or security interests in favor of
the Investor in connection with the Subordinated Obligations from time to time,
if any, to have affixed upon it a legend which reads substantially as follows:
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"This instrument/agreement is subject to a Standstill Agreement dated
as of June 30, 1998 among RADIO ONE, INC., the Subsidiaries of Radio
One, Inc. from time to time, the Investors (as defined therein), the
Senior Lenders (as defined therein) and Credit Suisse First Boston, as
Agent to such Senior Lenders and individually as a Senior Lender, and
United States Trust Company of New York, as Trustee for the Senior
Subordinated Noteholders (as defined therein).By its acceptance of this
instrument/agreement, the holder hereof agrees to be bound by the
provisions of such Standstill Agreement to the same extent that each
Investor is bound. In the event of any inconsistency between the terms
of this instrument/agreement and the terms of such Standstill
Agreement, the terms of the Standstill Agreement shall govern and be
controlling."
8. Limit on Right of Action. Each Investor, for itself and its
successors and assigns, agrees for the benefit of the holders of the Senior
Indebtedness that until indefeasible payment in full in cash of the Senior
Indebtedness and termination of the Senior Credit Agreement and the Indenture,
such Investor will not take any action to accelerate or demand payment by a
Company of the Subordinated Obligations, or exercise a right of redemption or a
put (to the Company) in respect of the Subordinated Obligations, or exercise any
of its remedies in respect of the Subordinated Obligations, to initiate any
Reorganization of, or litigation against, a Company, or to foreclose or
otherwise realize on any Lien, if any, given by a Company or any other Person to
secure the Subordinated Obligations; provided, however, that the Investors may
accelerate or exercise a right of redemption of the Subordinated Obligations
upon the earlier to occur of (i) a Reorganization of the Company (provided that
the Investors agree to rescind any acceleration or notice of mandatory
redemption resulting from a Reorganization which is an involuntary proceeding
dismissed or discharged within 60 days thereof), (ii) the acceleration of the
Primary Senior Indebtedness by the holders thereof, (iii) the date which is 180
days after the date the Investors notify the Agent that one of the events under
subsections (a), (b) or (c) of Section 10 of the Preferred Stockholders
Agreement has occurred so long as such event is continuing at the time of
acceleration or exercise of the right of redemption or a put (to the Company);
provided further, however, after prior written notice to Agent, the Investors
may also initiate litigation against the Companies and the Management
Stockholders after either one of the events set forth in the foregoing
subsections (i) or (ii) have occurred. Notwithstanding the foregoing, the
Investors may (x) sue for specific performance of any of the covenants in the
Subordinated Agreements pursuant to their Rights thereunder so long as such
action is not in conflict with this Agreement, does not involve an acceleration
or an exercise of the right of mandatory redemption or a put (to the Company) of
the Subordinated Obligations, the creation of any liens, the payment of, or
determination of, any obligation for money damages or the payment of any sums
whatsoever to the Investors, and (y) take the actions contemplated by Section 10
of the Preferred Stockholders Agreement and Article VI or Article VIII of the
Warrant Agreement pursuant to their rights thereunder as in effect on the date
hereof; provided, however, that at such time as the Agent and/or the Senior
Lenders have commenced to actively pursue the exercise of their Rights under the
Loan Documents to conduct a sale of the Collateral securing the Primary Senior
Indebtedness, either pursuant to the exercise of foreclosure Rights, an
agreed-upon-sale, or deed-in-lieu of foreclosure, or otherwise, or the Trustee
on behalf of the Senior Subordinated Noteholders has commenced to actively
pursue the exercise of their Rights under the Senior Subordinated Notes or the
Indenture, then the Investors shall no
10
longer have the right to take any of the actions permitted to be taken by the
Investors hereunder (other than acceleration or exercise of a right to require
the Company to redeem any or all shares of Preferred Stock under Section 8.1 of
the Preferred Stockholders Agreement, as applicable, the actions permitted under
Section 3.3 hereof, or actions to perfect the Investors' rights to payment from
any excess proceeds arising from the Pledged Shares after payment in full of the
Senior Indebtedness and the termination of the Senior Credit Agreement and the
Indenture) until such date as the Agent and/or the Senior Lenders and/or the
Trustee on behalf of the Senior Subordinated Noteholders cease such efforts. If
at any time the Agent, the Senior Lenders or the Trustee, on behalf of the
Senior Subordinated Noteholder should begin or resume to actively pursue the
exercise of their Rights under the Loan Documents or the Indenture or the
Subordinated Guaranties, including the conducting of a sale of any of the
Collateral by the Agent or any Senior Lender, then the Investors shall again
cease taking any actions permitted hereunder. In the event of a dispute with
respect to this provision, it shall be the Investors' burden of proof that the
Agent or the Senior Lenders or the Trustee on behalf of the Senior Subordinated
Noteholders have failed or ceased to actively pursue the exercise of the Rights
as described herein.
9. Intentionally Deleted.
10. Intentionally Deleted.
11. Additional Rights of Senior Lenders and the Senior Subordinated
Noteholders. If any Investor, in violation of this Agreement, shall commence,
prosecute or participate in any suit, action or proceeding against a Management
Stockholder or a Company, a Management Stockholder (relating to the Senior
Indebtedness) or a Company may interpose as a defense or plea the making of this
Agreement, the Agent may intervene on behalf of the Senior Lenders and interpose
a defense or plea in the Agent's name and/or the Senior Lenders' names or in the
name of a Management Stockholder or a Company, and the Trustee may intervene on
behalf of the Senior Subordinated Noteholders and interpose a defense or plea in
the Trustee's name and/or the Senior Subordinated Noteholders' names or in the
name of a Management Stockholder or a Company. If any Investor shall attempt to
enforce any security agreement, real estate mortgage, deed of trust or any lien
instrument or other encumbrance in violation of the terms of this Agreement, the
Agent and/or the Senior Lenders may by virtue of this Agreement restrain the
enforcement thereof in their name or in the name of the Management Stockholders
or the Companies. If any Investor obtains any assets of a Company as a result of
any administrative, legal or equitable action, or otherwise, each such Investor
agrees forthwith to pay, deliver and assign to the Agent for the benefit of the
Senior Lenders any such assets for application to the Senior Indebtedness.
12. Companies' Additional Agreement. Each Company agrees with Agent,
the Senior Lenders, the Trustee and the Senior Subordinated Noteholders that it
will not, without the prior written consent of Agent and the Senior Lenders',
and the Trustee on behalf of the Senior Subordinated Noteholders, execute or
deliver any negotiable instrument as evidence of the Subordinated Obligations or
any part thereof, except as otherwise permitted by this Agreement.
11
13. Rights to Amend Loan Documents and Discontinue Senior Indebtedness.
Agent and the Senior Lenders hereby reserve the right, in their sole discretion,
to modify, amend, waive or release any of the terms of the Senior Credit
Agreement, the Note, or any of the other Loan Documents, and the Trustee on
behalf of the Senior Subordinated Noteholders hereby reserves the right, in its
sole discretion, to modify, amend, waive or release any of the terms of the
Senior Subordinated Notes, or the Indenture or the Subordinated Guaranties, in
each case, at any time executed by the Management Stockholders or the Companies
or any other Person in connection with the Senior Indebtedness or of any other
document relative thereto and to exercise or refrain from exercising any powers
or rights which the Senior Lenders or the Senior Subordinated Noteholders may
have thereunder, and such modification, amendment, waiver, release, exercise or
failure to exercise shall not affect any of Agent's, the Senior Lenders' the
Trustee's or any Senior Subordinated Noteholder's rights under this Agreement.
Each Investor hereby agrees that Agent and the Senior Lenders, and the Trustee,
on behalf of the Senior Subordinated Noteholders, may from time to time, in
their sole discretion, amend the instrument and agreements evidencing the Senior
Indebtedness, grant extensions of time of payment or performance and make
compromises and grant waivers or make settlements with the Companies and each of
them or other creditors of the Companies, without affecting the agreements of
the Investors, the Management Stockholders or the Companies hereunder. If at any
time hereafter, Agent and the Senior Lenders shall, in their own judgment,
determine to discontinue the extension of credit to the Companies, they may do
so. This Agreement shall continue in full force and effect until the Senior
Indebtedness shall have been indefeasibly paid in full in cash and the Senior
Credit Agreement and the Indenture have been terminated. Notwithstanding the
foregoing, Agent and the Senior Lenders agree that they shall not, without the
prior consent of Investors holding a majority in interest of the Preferred
Stock, modify the Loan Documents (a) to increase the rates of interest payable
thereunder above the default rate of interest prescribed by Section 4.1(c) of
the Senior Credit Agreement; provided that this clause shall not restrict or
prohibit the Agent or the Senior Lenders from charging fees in connection with
the Loan Documents, amendments or waivers relating thereto and/or in connection
with any over-advance facility that may be extended from time to time in the
Senior Lenders' discretion, (b) amend or modify the Senior Credit Agreement so
as to further restrict Radio One's ability to make interest or dividend payments
on the Subordinated Obligations, (c) to increase the Senior Indebtedness in
violation of Section 1.2 hereof or (d) extend the maturity date past the
maturity date of the Subordinated Obligations.
14. Compensation and Indemnity. Radio One shall reimburse the Trustee
promptly upon request for all reasonable out-of-pocket expenses incurred or made
by it, in connection with this Agreement. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Trustee's agents, counsel, accountants and experts. Radio One shall indemnify
the Trustee against any and all loss, liability or expense (including attorneys'
fees) incurred by it in connection with the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the acceptance, exercise or performance of any of
its powers or duties hereunder or under the NB Standstill Agreement. The Trustee
shall notify Radio One promptly of any claim for which it may seek indemnity.
Failure by the Trustee so to notify Radio One shall not relieve Radio One of its
obligations hereunder. Radio One shall defend the claim and the Trustee may have
separate
12
counsel and Radio One shall pay the fees and expenses of such counsel. Radio One
need not reimburse any expense or indemnify against any loss, liability or
expense incurred by the Trustee through the Trustee's own wilful misconduct,
negligence or bad faith.
15. Further Assurances. Each Company, Management Stockholder and
Investor, for itself and its successors and assigns as holders of Subordinated
Obligations, covenant to execute and deliver to Agent, the Senior Lenders and
the Trustee for the benefit of the Senior Subordinated Noteholders such further
instruments and documents and take such further actions as Agent, on behalf of
the Senior Lenders and the Trustee, on behalf of the Senior Subordinated
Noteholders may from time to time reasonably request. Without limiting the
foregoing, in the event that all or part of the Senior Indebtedness is hereafter
refinanced, refunded or replaced through the Senior Lenders, the Senior
Subordinated Noteholders and/or any other lender(s) in accordance with this
Agreement, the Investors agree to enter into one or more new agreements with the
Senior Lenders, the Senior Subordinated Noteholders and/or such lender providing
for the subordination of the Subordinated Obligations to at least the same
extent, and upon substantially similar terms, as provided in this Agreement.
16. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be delivered by hand, telecopy or by any
form of delivery (including but not limited to United States Registered or
Certified Mail or Federal Express or other overnight delivery service) requiring
or providing for a signed receipt, and addressed as set forth on Schedule 16
hereto, or to such other address or addresses as the party to whom such notices
directed may have designated in writing to the other parties hereto. Notices
shall be deemed given upon the earlier to occur of (i) actual receipt by or
delivery to the addressee, or (ii) the third day following deposit thereof with
the U.S. Postal Service for delivery via certified or registered mail, postage
prepaid.
17. Successors; Continuing Effect, Etc. This Agreement is being entered
into for the benefit of the holders of the Senior Indebtedness and the
Subordinated Obligations, and their respective successors and assigns. This
Agreement shall be a continuing agreement and shall be irrevocable and shall
remain in full force and effect so long as there are both Senior Indebtedness
and Subordinated Obligations outstanding or committed to be advanced. The
liability of the Investors hereunder shall be reinstated and revived, and the
rights of the holders of the Senior Indebtedness shall continue, with respect to
any amount at any time paid on account of the Senior Indebtedness which shall
thereafter be required to be restored or returned by the holders of the Senior
Indebtedness in any Reorganization (including without limitation, any repayment
made pursuant to any provision of Chapter 5 of Title 11, United States Code),
all as though such amount had not been paid.
18. Entire Agreement; Amendment. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof, and no
modification or waiver of any provision of this Agreement shall in any event be
effective unless the same shall be in writing signed by Agent, on behalf of the
Senior Lenders, the Trustee, on behalf of the Senior Subordinated Noteholders,
and the Investors (unless such amendment or modification shall impose any
additional
13
obligations upon the Companies, in which case such amendment or modification
shall also require execution by the Companies).
19. Applicable Law; Jurisdiction and Venue; Waiver of Jury Trial.
(a) APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b) JURISDICTION AND VENUE. Each of the Companies and each
Investor hereby irrevocably and unconditionally:
(i) submits for itself and its property in any legal
action or proceeding relating to this Agreement, or for recognition and
enforcement of any judgement in respect thereof, to the non-exclusive
general jurisdiction of the Courts of the State of New York, the courts
of the United States of America for the Southern District of New York,
and appellate courts from any thereof;
(ii) consents that any such action or proceeding may
be brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;
(iii) designates and appoints Corporation Service
Company, with offices at 375 Hudson Street, New York, New York 10014,
as agent to receive for and on behalf of each of the Companies and the
Investors service of process in New York. In the event that Corporation
Service Company resigns or ceases to serve as the agent for service of
process hereunder, the Company agrees forthwith (A) to designate
another agent for service of process in the State of New York and (B)
to give prompt written notice to the Agent of the name and address of
such agent. In addition, each of the Companies and the Investors agree
that service of process in any such action or proceeding may also be
effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to it at its
address set forth in Schedule 16;
(iv) agrees that nothing herein shall affect the
right to effect service of process in any other manner permitted by law
or shall limit the right to sue in any other jurisdiction; and
(v) waives, to the maximum extent not prohibited by
law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section 19(b) any special, exemplary,
punitive or consequential damages.
14
(c) WAIVER OF RIGHT TO JURY TRIAL. EACH OF THE AGENT, THE SENIOR
LENDERS, THE TRUSTEE ON BEHALF OF THE SENIOR SUBORDINATED NOTEHOLDERS, THE
COMPANIES AND EACH INVESTOR, FOR THEMSELVES AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT. The scope of this waiver is intended to be all encompassing
of any and all disputes that may be filed in any court and that relate to the
subject matter of this transaction, including, without limitation, contract
claims, tort claims, breach of duty claims, and all other common Law and
statutory claims. The Companies acknowledge that this waiver is a material
inducement to the Senior Lenders' agreement to enter into a business
relationship, that the Senior Lenders have already relied on this waiver in
entering into the Senior Credit Agreement, and that the Senior Lenders will
continue to rely on this waiver in related future dealings. The Companies
further warrant and represent that they have knowingly and voluntarily waived
their jury trial rights following consultation with legal counsel. THIS WAIVER
IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, MODIFICATIONS,
RENEWALS, EXTENSIONS, RESTATEMENTS, REARRANGEMENTS, SUPPLEMENTS OR SUBSTITUTIONS
TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.
20. Miscellaneous. This Agreement may be signed in any number of
counterparts which, when taken together, shall constitute one and the same
document. The headings in this Agreement are for convenience of reference only
and shall not alter or otherwise affect the meaning hereof. In the event of any
conflict between the provisions of the Agreement and the provisions of any of
the Loan Documents, the Senior Subordinated Notes, the Indenture, the
Subordinated Guaranties, or any of the Subordinated Agreements, the provisions
of this Agreement shall control. The Companies shall reimburse the holders of
the Senior Indebtedness upon demand for all reasonable costs and expenses
(including reasonable attorney's fees and disbursements) paid or incurred by the
holders of the Senior Indebtedness in connection with any enforcement of this
Agreement in favor of the holders of the Senior Indebtedness.
21. Final Agreement. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
22. No Personal Liability of Management Stockholders. Notwithstanding
anything herein to the contrary, neither Jerry A. Moore, III, Alfred C. Liggins,
nor Catherine L. Hughes shall have personal liability under this Agreement.
15
APPENDIX A
"Affiliate" means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control of" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with") any Person means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the voting securities of a Person shall
be deemed to be control.
"Agent" shall mean CSFB and any successor to CSFB under the Senior Credit
Agreement or any other person or entity acting either on its own (in the event
there is only one Senior Lender) of on behalf of a group of Senior Lenders under
the Senior Credit Agreement.
"Collateral" has the meaning set forth in the Senior Credit Agreement.
"Equity Interest" of any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including any preferred stock,
but excluding any debt securities convertible into such equity, and including,
in the case of a partnership, partnership interests (whether general or limited)
and any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of,
such partnership.
"Event of Default" means any of the events specified in Section 9 of the Senior
Credit Agreement, provided that any requirement for the giving of notice, the
lapse of time, or both, has been satisfied.
"Guaranty" means (i) those certain Guaranties, dated as of June 30, 1998, from
each of Radio One Licenses, Inc., a Delaware corporation, Bell Broadcasting
Company, a Michigan corporation, and Radio One of Detroit, Inc., a Delaware
corporation and (ii) each Guaranty of a Restricted Subsidiary, executed and
delivered as required pursuant to the terms of the Senior Credit Agreement, as
the same may be amended, modified, restated, supplemented, renewed, extended,
rearranged or substituted from time to time.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing).
"Liquidation Value" has the meaning specified for such term in the Amended and
Restated Certificate of Incorporation of Radio One in effect on the date hereof.
"Loan Documents" means this Agreement, the Senior Credit Agreement, all UCC
financing statements, the Notes, the Security Documents, any Application, any
Interest Hedge Agreements with any Senior Lenders relating to the Loans , the
Fee Letters, all certificates executed and delivered in connection with any Loan
Document, any agreements between any of the Companies and the Agent or any
Senior Lender in respect of fees or the reimbursement of costs and expenses and
any and all other documents, instruments, certificates and agreements now or
hereafter executed or delivered by any Person pursuant to or in connection with
any of the foregoing, and any and all present or future amendments,
modifications, supplements, renewals, extensions, increases, restatements,
rearrangements or substitutions from time to time of all or any part of any of
the foregoing. Capitalized terms used herein that are not defined elsewhere in
this Agreement shall have the meanings set forth in the Senior Credit Agreement.
"Notes" has the meaning set forth in the Senior Credit Agreement.
"Obligations" means the unpaid principal of and interest on (including, without
limitation, interest accruing after the maturity of the Loans and Reimbursement
Obligations and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to any of the Companies, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the Loans
and Reimbursement Obligations and all other obligations and liabilities of any
of the Companies to the Agent or to any Senior Lender (or, in the case of any
Interest Rate Protection Agreement, any Affiliate of any Senior Lender), whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, the Senior Credit Agreement, any other Loan Document, the Letters of
Credit, any Interest Rate Protection Agreement entered into with any Senior
Lender (or any Affiliate of any Senior Lender) or any other document made,
delivered or given in connection herewith or therewith, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all reasonable fees, charges and
disbursements of counsel to the Agent or to any Senior Lender that are required
to be paid by any of the Companies pursuant to the Senior Credit Agreement) or
otherwise. Capitalized terms used herein that are not defined elsewhere in this
Agreement shall have the meanings set forth in the Senior Credit Agreement.
"Person" means an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, governmental authority or other entity of whatever nature.
"Pledged Shares" means the shares of capital stock pledged to the Agent pursuant
to the Pledge Agreements (as such term is defined in the Senior Credit
Agreement).
"Preferred Stock" means the Series A Senior Cumulative Redeemable Preferred
Stock and the Series B Senior Cumulative Redeemable Preferred stock of Radio
One.
"Preferred Stockholders' Agreement" means the Preferred Stockholders' Agreement
by and among the Investors named therein, Radio One, Radio One Licenses, Inc., a
Delaware corporation, and the
Management Stockholders, as amended by the First Amendment to Preferred
Stockholders' Agreement of even date herewith, and as may be hereafter modified
or amended.
"Redemption Events" has the meaning set forth in the Preferred Stockholders'
Agreement.
"Rights" means rights, remedies, powers and privileges.
"Security Documents" means the Security Agreements, the Pledge Agreements, the
Intellectual Property Security Agreements, the Mortgages, each Guaranty and any
and all other agreements, deeds of trust, mortgages, chattel mortgages, security
agreements, pledges, guaranties, assignments of proceeds, assignments of income,
assignments of contract rights, assignments of partnership interest, assignments
of royalty interests, assignments of performance or other collateral
assignments, completion or surety bonds, standby agreements, subordination
agreements, undertakings and other documents, agreements, instruments and
financing statements now or hereafter executed or delivered by any Person in
connection with, or as security for the payment or performance of, the
Obligations or any part thereof. Capitalized terms used herein that are not
defined elsewhere in this Agreement shall have the meanings set forth in the
Senior Credit Agreement.
"Securities Purchase Agreement" means the Securities Purchase Agreement, dated
June 6, 1997, by and among Radio One, the Investors, certain Subsidiaries of
Radio One then existing and the Management Stockholders.
"Senior Lenders" means CSFB and NationsBank, N.A. and any other lender under the
Senior Credit Agreement and their respective successors and assigns.
"Subsidiary" means, with respect to any Person, any corporation, association or
other business entity of which more than 50% of the total voting power of all
Voting Equity Interests entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees or other
governing body thereof is at the time owned or controlled by such Person
(regardless of whether such Equity Interests are owned directly or through one
or more other Subsidiaries of such Person or a combination thereof). Unless
otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in
this Agreement shall refer to a Subsidiary or Subsidiaries of Radio One.
"Warrant Agreement" means the Warrantholders' Agreement, dated as of June 6,
1995, by and among the Investors named therein, Radio One, the subsidiaries of
Radio One then existing, and the Management Stockholders, as amended by the
First Amendment to the Warrantholders' Stockholders' Agreement, dated as of May
19, 1997, and as may be hereafter modified or amended.
"Warrants" means the Warrants for Common Stock of Radio One issued pursuant to
the Warrant Agreement.
EXHIBIT A
I. Series A Preferred Stock
Investor Liquidation Value of Preferred Stock
- --------------------------------------------------------------------------------
Alliance Enterprise Corporation $912,655.00
- --------------------------------------------------------------------------------
Alfred C. Liggins $235,967.00
- --------------------------------------------------------------------------------
Opportunity Capital Corporation $487,230.00
- -------------------------------------------------------------------------------
Capital Dimensions Venture Fund, Inc. $3,725,814.00
- --------------------------------------------------------------------------------
Fulcrum Venture Capital Corporation $965,009.00
- --------------------------------------------------------------------------------
TSG Ventures L.P. $798,059.00
- --------------------------------------------------------------------------------
Syncom Capital Corporation $1,359,569.00
- --------------------------------------------------------------------------------
II. Series B Preferred Stock
Investor Liquidation Value of Preferred Stock
- --------------------------------------------------------------------------------
ALTA Subordinated Debt Partners III, L.P. $7,213,957.00
- --------------------------------------------------------------------------------
BancBoston Investments, Inc. $4,924,944.00
- --------------------------------------------------------------------------------
Grant M. Wilson $307,809.00
- --------------------------------------------------------------------------------
III. Warrantholders
Name of Holder Number of Warrants Held
- --------------------------------------------------------------------------------
Capital Dimensions Venture Fund Warrants to acquire 15.24 shares of
Class A Common Stock
- --------------------------------------------------------------------------------
Fulcrum Venture Capital Corporation Warrants to acquire 15.61 shares of
Class A Common Stock
- --------------------------------------------------------------------------------
Syncom Capital Corporation Warrants to acquire 36.12 shares of
Class A Common Stock
- --------------------------------------------------------------------------------
Alfred C. Liggins Warrants to acquire 0.97 shares of
Class A Common Stock
- --------------------------------------------------------------------------------
TSG Ventures L.P. Warrants to acquire 3.27 shares of
Class A Common Stock
- --------------------------------------------------------------------------------
Alliance Enterprise Corporation Warrants to acquire 18.70 shares of
Class A Common Stock
- --------------------------------------------------------------------------------
Opportunity Capital Corporation Warrants to acquire 6.20 shares of
Class A Common Stock
- --------------------------------------------------------------------------------
ALTA Subordinated Debt Partners III, L.P. Warrants to acquire 29.52 shares of
Class A Common Stock
- --------------------------------------------------------------------------------
BancBoston Investments Inc. Warrants to acquire 20.15 shares of
Class A Common Stock
- --------------------------------------------------------------------------------
Grant M. Wilson Warrants to acquire 1.26 shares of
Common Stock
- --------------------------------------------------------------------------------
SCHEDULE 16
Notice Addresses
- ----------------
if to the Companies, to the following address:
c/o Radio One, Inc.
5900 Princess Garden Parkway
Lanham, Maryland 20706
Attention: Mr. Alfred C. Liggins, President
if to the Senior Lenders, to the following address:
Credit Suisse First Boston
Eleven Madison Avenue
New York, New York 10010
Attention: Agency Administration
and to:
Baker & Botts, L.L.P.
2001 Ross Avenue
800 Trammell Crow Center
Dallas, Texas 75201
Attention: Alison C. Courtwright, Esq.
If to the Senior Subordinated Noteholders, to the following address:
United States Trust Company of New York
114 West 47th Street
New York, New York 10036
Attention: Corporate Trust Division
and to:
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
Attention: Jeffrey R. Poss, Esq.
if to the Investors, to the following addresses:
Alta Subordinated Debt Partners III, L.P.
c/o Alta Subordinated Debt Management III, L.P.
Attention: Brian W. McNeill
Burr, Egan, Deleage & Co.
One Post Office Square
Boston, Massachusetts 02109
BancBoston Investments, Inc.
Attention: Sanford Anstey
100 Federal Street, 32nd Floor
Boston, Massachusetts 02110
Grant M. Wilson
201 Concord Street
Carlisle, Massachusetts 01741
Syncom Capital Corporation
Attention: Terry L. Jones, President
8401 Colesville Road
Suite 300
Silver Spring, Maryland 20910
Alliance Enterprise Corporation
Attention: Tom Gerron
12655 North Central Expressway
Dallas, Texas 75243
Opportunity Capital Corporation
Attention: J. Peter Thompson, President
2201 Walnut Avenue, Suite 210
Freemont, California 94538
Capital Dimensions Venture Fund, Inc.
Attention: Dean Pickerell, President
Two Applegate Square
Suite 335-T
Minneapolis, Minnesota 55425-1637
TSG Ventures LP
TSGVI Associates, Inc.
177 Broad Street - 12th Floor
Stamford, CT 06901
Fulcrum Venture Capital Corporation
Attention: Brian E. Argrette
300 Corporate Point, Suite 380
Culver City, California 90230
Alfred C. Liggins
c/o Radio One, Inc.
5900 Princess Garden Parkway
Lanham, Maryland 20706
L
IN WITNESS WHEREOF, the undersigned have executed this Standstill
Agreement as a sealed instrument as of the day and year first above written.
CREDIT SUISSE FIRST BOSTON, as Agent
By:
-----------------------------------------
Name:
Title:
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By:
-----------------------------------------
Name:
Title:
RADIO ONE, INC.
By:
-----------------------------------------
Name: Alfred C. Liggins
Title: President
RADIO ONE LICENSES, INC.
By:
-----------------------------------------
Name: Alfred C. Liggins
Title: President
BELL BROADCASTING, INC.
By:
-----------------------------------------
Name: Alfred C. Liggins
Title: President
RADIO ONE OF DETROIT, INC.
By:
-----------------------------------------
Name: Alfred C. Liggins
Title: President
[Signature Page to Standstill Agreement]
INVESTORS:
ALTA SUBORDINATED DEBT
PARTNERS III, L.P.
By: Alta Subordinated Debt
Management III, L.P., its
General Partner
By:
-----------------------------------------
Name:
Title:
BANCBOSTON INVESTMENTS INC.
By:
-----------------------------------------
Name: Lars A. Swanson
Title: Vice President
--------------------------------------------
Grant M. Wilson, individually
SYNCOM CAPITAL CORPORATION
By:
-----------------------------------------
Name:
Title:
ALLIANCE ENTERPRISE CORPORATION
By:
-----------------------------------------
Name:
Title:
[Signature Page to Standstill Agreement]
OPPORTUNITY CAPITAL CORPORATION
By:
-----------------------------------------
Name:
Title:
CAPITAL DIMENSIONS VENTURE
FUND, INC.
By:
-----------------------------------------
Name:
Title:
TSG VENTURES L.P.
By: TSGVI Associates, Inc.
its general partner
By:
-----------------------------------------
Name:
Title:
FULCRUM VENTURE CAPITAL
CORPORATION
By:
-----------------------------------------
Name:
Title:
--------------------------------------------
Alfred C. Liggins, individually
[Signature Page to Standstill Agreement]
MANAGEMENT STOCKHOLDERS:
-------------------------------------------
Alfred C. Liggins, individually
-------------------------------------------
Catherine L. Hughes, individually
-------------------------------------------
Jerry A. Moore III, individually
[Signature Page to Standstill Agreement]