FIRST AMENDMENT TO PREFERRED STOCKHOLDERS' AGREEMENT
This FIRST AMENDMENT TO PREFERRED STOCKHOLDERS' AGREEMENT (this
"Amendment"), dated as of June 30, 1998, by and among the investors listed as
Series A Investors on Schedule A hereto (the "Series A Preferred Investors"),
the investors listed as Series B Investors on Schedule B hereto (the "Series B
Preferred Investors"), Radio One, Inc., a Delaware corporation (the "Company"),
Radio One Licenses, Inc., a Delaware corporation ("ROL"), and Alfred C. Liggins
("Liggins"), Catherine L. Hughes ("Hughes") and Jerry A. Moore III ("Moore")
(Liggins, Hughes and Moore are hereinafter collectively referred to as the
"Management Stockholders," and together with the Company and ROL as the
"Interested Parties," and each an "Interested Party").
WHEREAS, the Series A Preferred Investors, the Series B Preferred
Investors, the Company, ROL and the Management Stockholders entered into a
Preferred Stockholders' Agreement (the "Original Agreement") dated as of May 14,
1997; and
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 the Company (the "Detroit
Acquisition"), as to which the Investors have previously given their consent by
letter agreement dated October 8, 1997, the Company desires to replace its
Amended and Restated Credit Agreement, dated as of May 19, 1997, with
NationsBank of Texas, N.A. and the several lenders from time to time parties
thereto (the "NationsBank Agreement") with a Credit Agreement, dated of even
date herewith, with Credit Suisse First Boston, as Agent, and the several
lenders from time to time parties thereto (the "CSFB Agreement"); and
WHEREAS, certain approvals, consents and amendments to the Original
Agreement are required in order for the Company to enter into the CSFB Agreement
and to take certain actions in connection therewith and in connection with the
Detroit Acquisition.
NOW, THEREFORE, the parties hereto agree as follows:
1. ANNUAL MEETING OF STOCKHOLDERS. The parties hereto hereby waive compliance
by the Company with the covenant set forth in Section 5.9(a) of the
Original Agreement insofar as such Section requires that an annual meeting
of the stockholders of the Company be held within 180 days of the Company's
1997 fiscal year.
2. FORMATION OF RADIO ONE OF DETROIT, INC. The parties hereto hereby consent
pursuant to Section 6.4 of the Original Agreement to the formation of Radio
One of Detroit, Inc., a Delaware corporation, for the purpose of acting as
a License Subsidiary (as such term is defined in the Original Agreement)
holding the licenses, permits and authorizations required for and/or used
in the ownership and operation of the radio stations to be acquired in the
Detroit Acquisition. It is understood and agreed that, after the
consummation of the Detroit
Acquisition, Radio One of Detroit, Inc. will be wholly owned by the
Company's then direct subsidiary, Bell Broadcasting Company.
3. CSFB AGREEMENT.
(a) The parties hereto hereby consent to the refinancing of the Company's
indebtedness under the NationsBank Agreement and to the incurrence of
indebtedness in the maximum amount of $57,500,000 on the terms and
conditions contemplated by the CSFB Agreement, together with any and all
interests, fees and other charges as contemplated thereby.
(b) The Original Agreement is hereby amended to delete the legend on the
cover page thereof in its entirety and replace it with the following:
This 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), Credit Suisse First Boston, as Agent to the Senior Lenders (as
defined therein) and individually as a Lender, and United States Trust
Company of New York, as Trustee for the Senior Subordinated Noteholders (as
defined therein) (the "Standstill Agreement"). By its acceptance of this
instrument/agreement, the holder hereof agrees to be bound by the
provisions of the 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 the Standstill Agreement, as
amended, the terms of the Standstill Agreement shall govern and be
controlling.
(c) The Original Agreement is hereby amended to delete Section 6.1(b)
thereof in its entirety and replace it with the following:
"(b) Indebtedness in a principal amount not in excess of $30,000,000
outstanding under the Credit Agreement dated as of June 30, 1998 by and
among the Company, Credit Suisse First Boston, as Agent, and the several
lenders from time to time party thereto (the "CSFB Loan Agreement") and any
refinancing of the Indebtedness under the CSFB Loan Agreement on terms
substantially similar or more favorable to the Company than the terms of
the CSFB Loan Agreement, provided that such refinancing shall not (i)
increase the interest rates to a rate greater than the rate provided for
under the terms of the CSFB Loan Agreement, (ii) materially change the rate
of amortization of the CSFB Loan Agreement, (iii) extend the maturity of
the CSFB Debt beyond its current maturity or (iv) increase the principal
amount of the CSFB Debt in an amount in excess of $57,500,000; provided,
that the Borrower is not otherwise in violation of this clause (6)."
(d) Section 6.5 of the Original Agreement is hereby amended to delete from
the fourth line thereof the phrase "the Senior Lender" and add in lieu
thereof the phrase "CSFB."
(e) The Original Agreement is hereby amended to delete Section 6.9 thereof
in its entirety and replace it with the following:
"6.9 Restrictions on Other Agreements. The Company will not, and it will
not permit any Subsidiary to, enter into any agreement with any party which
would restrict payments due to the Investors in respect of the Preferred
Shares other than to the extent such payments are
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specifically restricted by the provisions of the Standstill Agreements, the
Indenture and the CSFB Loan Agreement."
(f) Section 7 of the Original Agreement is hereby amended as follows:
(i) to delete from the sixteenth (16th) line of the first paragraph
thereof the phrase "Senior Loan Agreement" and add in lieu
thereof the phrase "CSFB Loan Agreement;" and
(ii) to delete from the seventeenth (17th) line of the first paragraph
thereof the words "the Senior Lender" and add in lieu thereof the
word "CSFB."
(g) The last full paragraph of Section 8.1 of the Original Agreement is
hereby amended as follows:
(i) to delete from the fourth (4th) line thereof the phrase "Senior
Lender" and add in lieu thereof the phrase "CSFB;" and
(ii) to delete from the fourth (4th) line thereof the phrase "Senior
Loan Agreement" and add in lieu thereof the phrase "CSFB Loan
Agreement."
(h) Section 9 of the Original Agreement is hereby amended to delete from
the second (2nd) line thereof the phrase "Loan Document" and add in lieu
thereof the phrase "CSFB Loan Document."
(i) Section 12.1 of the Original Agreement is hereby amended to delete from
the twenty-eighth (28th) line thereof the phrase "the Senior Lender" and
add in lieu thereof the phrase "CSFB."
4. DEFINITIONS.
(a) The following definitions shall be added to Section 11 of the Original
Agreement:
(i) "CSFB" means Credit Suisse First Boston, and its successors and
assigns as Agent under the CSFB Loan Agreement.
(ii) "CSFB Debt" means up to $57,500,000 aggregate principal amount of
indebtedness together with interest thereon and all other amounts
due and payable under the CSFB Loan Agreement and the CSFB Loan
Documents.
(iii)"CSFB Loan Documents" has the meaning given the term "Loan
Documents" in the CSFB Loan Agreement.
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(iv) "Standstill Agreement" means the Standstill Agreement, dated as
of June 30, 1998, by and among the Company, the subsidiaries of
the Company from time to time party thereto, the Investors and
Management Stockholders named therein, CSFB and the Trustee, as
amended or modified from time to time in accordance with the
terms thereof.
(b) The definition of "Senior Debt" in the Original Agreement shall be
deleted in its entirety and replaced with the following:
"Senior Debt" means the $57,500,000 aggregate principal amount available
under the CSFB Agreement, together with interest thereon and all other
amounts due and payable thereunder, and renewals, extensions, and
refinancings thereof, in accordance with the terms hereof and of the
Standstill Agreement.
5. CHANGE OF NOTICE ADDRESS. The address for the Company and ROL set forth in
Section 12.6 of the Original Agreement is hereby deleted and replaced in
its entirety with the following:
Radio One, Inc
5900 Princess Garden Parkway
8th Floor
Lanham Maryland 20706
Attention: Alfred C. Liggins
6. MISCELLANEOUS.
(a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, AND SHALL
BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS. EACH OF THE INVESTORS AND THE INTERESTED PARTIES HEREBY
REPRESENTS, WARRANTS AND AGREES THAT THE NEGOTIATION OF THIS AGREEMENT HAS
TAKEN PLACE IN THE COMMONWEALTH OF MASSACHUSETTS. EACH OF THE INTERESTED
PARTIES HEREBY ACKNOWLEDGES THAT IT HAS CAREFULLY REVIEWED AND UNDERSTANDS
THE TERMS OF THIS AGREEMENT, HAS OBTAINED AND CONSIDERED THE ADVICE OF
COUNSEL WITH RESPECT TO SUCH TERMS AND HAS HAD AN OPPORTUNITY TO FULLY
NEGOTIATE SUCH TERMS.
(b) This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the
same instrument. Each counterpart may consist of a number of copies of this
Amendment, each of which may be signed by less than all of the parties
hereto, but together all such copies are signed by all of the parties
hereto.
(c) This Amendment amends the Original Agreement and wherever reference is
made in the Original Agreement to "the Agreement" or "this Agreement," such
reference shall refer to the Original Agreement as amended hereby. The
terms of this Amendment shall control
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any conflict between the Original Agreement and this Amendment. Otherwise,
all other terms and conditions of the Original Agreement shall remain in
full force and effect.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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SCHEDULE A
Syncom Capital Corporation
Alliance Enterprise Corporation
Opportunity Capital Corporation
Capital Dimensions Venture Fund, Inc.
TSG Ventures L.P.
Fulcrum Venture Capital Corporation
Alfred C. Liggins
(successor-in-interest to
Greater Philadelphia Venture Capital Corporation, Inc.)
SCHEDULE B
Alta Subordinated Debt Partners III, L.P.
BancBoston Investments Inc.
Grant M. Wilson
IN WITNESS WHEREOF, the undersigned have executed this First Amendment to
Preferred Stockholders' Agreement as a sealed instrument as of the day and year
first above written.
COMPANY:
RADIO ONE, INC.
By:
------------------------------------------
Name: Alfred C. Liggins
Title: President
SUBSIDIARY:
RADIO ONE LICENSES, INC.
By:
------------------------------------------
Name: Alfred C. Liggins
Title: President
[Signature Page to First Amendment to Preferred Stockholders' Agreement]
SERIES B PREFERRED 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
[Signature Page to First Amendment to Preferred Stockholders' Agreement]
SERIES A PREFERRED INVESTORS:
SYNCOM CAPITAL CORPORATION
By:
------------------------------------------
Name:
Title:
ALLIANCE ENTERPRISE CORPORATION
By:
------------------------------------------
Name:
Title:
OPPORTUNITY CAPITAL CORPORATION
By:
------------------------------------------
Name:
Title:
CAPITAL DIMENSIONS VENTURE
FUND, INC.
By:
------------------------------------------
Name:
Title:
TSG VENTURES L.P.
as successor-in-interest to TSG Ventures Inc.
TSGVI Associates, Inc.
By:
------------------------------------------
Name:
Title:
[Signature Page to First Amendment to Preferred Stockholders' Agreement]
FULCRUM VENTURE CAPITAL
CORPORATION
By:
------------------------------------------
Name:
Title:
---------------------------------------------
Alfred C. Liggins, individually, as
successor-in-interest to Greater
Philadelphia Venture Capital
Corporation, Inc.
[Signature Page to First Amendment to Preferred Stockholders' Agreement]
MANAGEMENT STOCKHOLDERS:
---------------------------------------------
Alfred C. Liggins, individually
---------------------------------------------
Catherine L. Hughes, individually
---------------------------------------------
Jerry A. Moore III, individually
[Signature Page to First Amendment to Preferred Stockholders' Agreement]