Exhibit 10.7(a)
SECOND AMENDMENT TO THE
WARRANTHOLDERS' AGREEMENT
This Second Amendment to the Warrantholders' Agreement (this
"Amendment") is made as of this 3rd day of May, 1999, by and among Radio One,
Inc., a Delaware corporation (the "Company"), Catherine L. Hughes, Alfred C.
Liggins and Jerry A. Moore III (collectively, the "Management Stockholders"),
the investors listed on the signature pages hereto as Series B Preferred
Investors (the "Series B Preferred Investors"), and the investors listed on the
signature pages hereto as Series A Preferred Investors (the "Series A Preferred
Investors") (the Series B Preferred Investors and the Series A Preferred
Investors being collectively referred to herein as the "Investors" and each
individually as an "Investor," and the Investors and the Management Stockholders
being collectively referred to herein as the "Securityholders" and each
individually as a "Securityholder").
W I T N E S S E T H
WHEREAS, the Company, Radio One Licenses, Inc., the Management
Stockholders and the Investors are parties to a Warrantholders' Agreement, dated
as of June 6, 1995, as amended by the First Amendment to the Warrantholders'
Agreement dated as of May 19, 1997, and the Agreement and Plan of Warrant
Recapitalization dated as of February 25, 1999 (as so amended, the
"Warrantholders' Agreement");
WHEREAS, the Company, the Management Stockholders and the Investors
wish to further amend the Warrantholders' Agreement in order to facilitate the
public offering and sale by the Company of shares of the Company's Common Stock
contemplated by the Form S-1 Registration Statement filed on March 12, 1999, as
subsequently amended (the "Common Stock Registration Statement"), and the public
offering and sale by the Company of shares of the Company's Senior Cumulative
Exchangeable Preferred Stock contemplated by the Form S-1 Registration Statement
filed on March 19, 1999, as subsequently amended (the "Preferred Stock
Registration Statement").
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereto agree to amend the Warrantholders' Agreement as follows:
1. Amendment to Section 9.12 of the Warrantholders' Agreement.
Effective as of the Effective Time (as defined below), Section 9.12 of the
Warrantholders' Agreement shall be amended by deleting the existing Section 9.12
in its entirety, and replacing it with the following:
"Section 9.12. Term. This Agreement shall remain in effect so
long as any of the Investors hold Warrants or Registrable Securities;
provided, however, that the provisions of Articles III, IV, V, VI, VII
and VIII shall terminate upon the closing of a Qualified
Public offering by the Company; and, provided, further, that the
provisions of Articles VIII hereof shall, in any event, terminate on
the tenth anniversary of the date hereof."
2. Effectiveness of Amendment. For purposes hereof, the term "Effective
Time" shall mean the first date on which both of the Common Stock Registration
Statement and the Preferred Stock Registration Statement have been declared
effective by the Securities and Exchange Commission.
3. Documents Otherwise Unchanged. Except as provided herein, the
Warrantholders' Agreement shall remain unchanged and in full force and effect.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be identical and all of which, when taken
together, shall constitute one and the same instrument, and any of the parties
hereto may execute this Amendment by signing any such counterpart.
5. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and any respective successors and assigns.
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IN WITNESS WHEREOF, the parties have executed this Second Amendment to
the Warrantholders' Agreement as of the date first above written.
RADIO ONE, INC.
By:
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Its:
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Catherine L. Hughes
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Alfred C. Liggins, III
SYNCOM CAPITAL CORPORATION
By:
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Its:
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ALTA SUBORDINATED DEBT PARTNERS III, L.P.
By: Alta Subordinated Debt Management
Partners III, L.P.
By:
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Its:
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BANCBOSTON INVESTMENTS INC.
By:
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Its:
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ALLIANCE ENTERPRISE CORPORATION
By:
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Its:
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OPPORTUNITY CAPITAL CORPORATION
By:
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Its:
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MEDALLION CAPITAL, INC.
By:
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Its:
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TSG VENTURES, L.P.
By: TSGVI Associates, Inc.
Its: General Partner
By:
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Its:
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FULCRUM VENTURE CAPITAL CORPORATION
By:
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Its:
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Grant M. Wilson
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Jerry A. Moore III
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