AMENDED AND RESTATED WARRANT
WARRANT NO. 11 3.27 WARRANTS
------ ------
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY
APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED EXCEPT (i)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON
FIRST FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION
REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAW.
"This instrument/agreement is subject to a Standstill Agreement dated as of
the Closing Date 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 NationsBank of Texas, N.A., 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). 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."
RADIO ONE, INC.
This warrant certificate (the "Warrant Certificate") certifies that, for
value received, TSG Ventures L.P. or registered assigns under Section 8 hereof
(the "Holder") is the owner of 3 and 27/100 (3.27) WARRANTS specified above (the
"Warrants") each of which entitles the Holder thereof to purchase one (1) fully
paid and nonassessable share of Common Stock, par value $.01 per share, of Radio
One, Inc., a corporation organized under the laws of the State of Delaware (the
"Company"), or such other number of shares as may be determined pursuant to an
adjustment in accordance with Section 4 hereof, at the price per share set forth
in Section 4 hereof, subject to adjustment from time to time pursuant to Section
4 hereof (the "Warrant Price") and subject to the provisions and upon the terms
and conditions set forth herein.
1. Term of Warrant.
Each Warrant is exercisable (i) at any time after the date hereof by
Investors holding a majority of the outstanding shares of Preferred Stock (or,
if the Preferred Stock has been redeemed in full prior to such date, by
Investors holding a majority of the outstanding shares of Preferred Stock
immediately prior to such redemption) (the ARequisite Holders@), or (ii) at any
time after the Preferred Stock has been paid in full at the option of the Holder
hereof; provided, however, that if the Holder is a ASpecialized Small Business
Investment Company@ (as defined in the 26 U.S.C. ' 1044(c)(3)), this Warrant may
not in any event be exercised after the sixth (6th) anniversary of the
redemption in full of all Preferred Stock held by the Holder. Upon the
consummation by the Company of a Qualified Public Offering, this Warrant shall
be subject to automatic exercise, on a net basis, as provided in Section 2(a)
hereof.
2. Method of Exercise and Payment; Issuance of New Warrant Certificate;
Contingent Exercise.
(a) In connection with any exercise pursuant to Section 1 hereof, this
Warrant Certificate shall be surrendered (with the notice of exercise form
attached hereto as Exhibit 1 duly executed) at the principal office of the
Company together with the payment to the Company of (i) cash or a certified
check or a wire transfer in an amount equal to the then applicable Warrant Price
multiplied by the number of shares of Common Stock then being purchased or (ii)
that number of shares of Common Stock of the Company having a fair market value
(as defined below) equal to the then applicable Warrant Price multiplied by the
number of shares of Common Stock then being purchased. In the alternative, the
Holder hereof may exercise its right to purchase some or all of the shares of
Common Stock pursuant to this Warrant Certificate on a net basis, such that,
without the exchange of any funds, the Holder hereof receives that number of
shares of Common Stock subscribed to pursuant to this Warrant Certificate less
that number of shares of Common Stock having an aggregate fair market value (as
defined below) at the time of exercise equal to the aggregate Warrant Price that
would otherwise have been paid by the Holder for the number of shares of Common
Stock subscribed to under this Warrant Certificate. Fair market value, on a
per-share basis, shall be deemed to be (i) the initial offering price of the
Common Stock to the public in a Qualified Public Offering; and (ii) if the
Common Stock is not publicly held or traded, "fair market value" shall mean the
Per Share Net Equity Value of the Company as determined pursuant to Section 5.03
of the Warrantholders= Agreement.
(b) The Company agrees that the shares of Common Stock so purchased
shall be deemed to be issued to the Holder hereof as the record owner of such
shares as of the close of business on the date on which this Warrant Certificate
shall have been surrendered and payment made for such shares as aforesaid. In
the event of any exercise of the rights represented by this Warrant Certificate,
certificates for the shares of Common Stock so purchased shall be delivered to
the Holder hereof within 15 days thereafter and, unless all of the Warrants
represented by this Warrant Certificate have been fully exercised or have
expired
2
pursuant to Section 1 hereof, a new Warrant Certificate representing the shares
of Common Stock, if any, with respect to which the Warrants represented by this
Warrant Certificate shall not then have been exercised, shall also be issued to
the Holder hereof within such 15 day period.
3. Common Stock Fully Paid; Reservation of Shares.
All Common Stock which may be issued upon the exercise of the Warrants
will, upon issuance, be fully paid and nonassessable, and free from all taxes,
liens and charges with respect to the issue thereof. During the period within
which the rights represented by this Warrant Certificate may be exercised, the
Company will at all times have authorized, and reserved for the purpose of the
issuance upon exercise of the purchase rights evidenced by this Warrant
Certificate, a sufficient number of shares of its Common Stock to provide for
the exercise of the Warrants.
4. Warrant Price; Adjustment of Warrant Price and Number of Shares.
The Warrant Price shall be $100.00 per share of Common Stock, and the
Warrant Price and the number of shares of Common Stock purchasable upon exercise
of the Warrants shall be subject to adjustment from time to time, as follows:
(a) Reclassification, Consolidation or Merger. In case of any
reclassification or change of outstanding securities of the class issuable upon
exercise of the Warrants, or in case of any consolidation or merger of the
Company with or into another corporation or entity, other than a consolidation
or merger with another corporation or entity in which the Company is the
continuing corporation and which does not result in any reclassification,
conversion or change of outstanding securities issuable upon exercise of the
Warrants, or in case of any sale of all or substantially all of the assets of
the Company, the Company, or such successor or purchasing corporation, as the
case may be, shall execute a new warrant certificate (the "New Warrant
Certificate"), providing that the Holder of this Warrant Certificate shall have
the right to exercise such new warrants and procure upon such exercise, in lieu
of each share of Common Stock theretofore issuable upon exercise of the
Warrants, the kind and amount of shares of stock, other securities, money and
property receivable upon such reclassification, conversion, change,
consolidation, or merger by a holder of one share of Common Stock. Such New
Warrant Certificate shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
4. The provisions of this Section 4(a) shall similarly apply to successive
reclassifications, changes, consolidations, mergers and transfers.
(b) Subdivisions, Combinations and Stock Dividends. If the Company at
any time while this Warrant Certificate is outstanding and unexpired shall
subdivide or combine its Common Stock, or shall pay a dividend with respect to
Common Stock payable in, or make any other distribution with respect to its
Common Stock consisting of, shares of
3
Common Stock, then the Warrant Price shall be adjusted, from and after the date
of determination of shareholders entitled to receive such dividend or
distribution, to that price determined by multiplying the Warrant Price in
effect immediately prior to such date of determination by a fraction (i) the
numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution and (ii) the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution.
Upon each adjustment in the Warrant Price pursuant to this Section
4(b), the number of shares of Common Stock purchasable hereunder shall be
adjusted to the product obtained by multiplying the number of shares purchasable
immediately prior to such adjustment in the Warrant Price by a fraction (i) the
numerator of which shall be the Warrant Price immediately prior to such
adjustment and (ii) the denominator of which shall be the Warrant Price
immediately thereafter.
(c) [Intentionally Omitted.]
5. Notice of Adjustments.
Whenever any adjustment shall be made pursuant to Section 4 hereof, the
Company shall prepare a certificate signed by its chief financial officer
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
the Warrant Price after giving effect to such adjustment and the number of
shares of Common Stock then purchasable upon exercise of the Warrants, and shall
cause copies of such certificate to be mailed to the Holder hereof at the
address specified in Section 9(d) hereof, or at such other address as may be
provided to the Company in writing by the Holder hereof.
6. Other Agreements; Definitions; Put and Call Rights.
4
For purposes of this Warrant Certificate, all capitalized terms that are
used herein without definition shall have the respective meanings ascribed
thereto in either the Preferred Stockholders= Agreement (the APreferred
Stockholders= Agreement@), dated as of May 14, 1997, by and among the Holder,
the Company and certain other parties named therein, the Warrantholders=
Agreement, dated as of June 6, 1995, as amended by the First Amendment to the
Warrantholders= Agreement, dated as of May 19, 1997, by and among the Holder,
the Company and certain other parties named therein (the AWarrantholders=
Agreement@) or, in the event that a capitalized term used herein without
definition is not defined in the Preferred Stockholders= Agreement or the
Warrantholders= Agreement, but is defined in the Securities Purchase Agreement,
dated as of June 6, 1995, by and among the Holder, the Company and certain other
parties named therein (the ASecurities Purchase Agreement@), the Securities
Purchase Agreement. The Holder of this Warrant Certificate shall be entitled to
the rights and subject to the terms and conditions of the Preferred
Stockholders= Agreement and Warrantholders= Agreement, and in the event of any
inconsistency between the terms hereof and the terms of the Preferred
Stockholders= Agreement or the Warrantholders= Agreement, as the case may be,
the terms of the Preferred Stockholders= Agreement or the Warrantholders=
Agreement shall control. Without limiting the generality of the foregoing, this
Warrant Certificate and the Warrants represented hereby are subject to the Aput@
and Acall@ provisions of Article V of the Warrantholders= Agreement which are
incorporated herein by reference.
7. Compliance with Securities Act.
The Holder of this Warrant Certificate, by acceptance hereof, agrees that
the Warrants and the shares of Common Stock to be issued upon exercise thereof
are being acquired for investment and that it will not offer, sell or otherwise
dispose of the Warrants or any shares of Common Stock to be issued upon exercise
thereof except under circumstances which will not result in a violation of the
Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the
Company, confirm in writing that the shares of Common Stock so purchased are
being acquired for investment and not with a view toward distribution or resale.
This Warrant Certificate and all shares of Common Stock issued upon exercise of
the Warrants (unless registered under the Act) shall be stamped or imprinted
with a legend substantially in the following form:
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED EXCEPT (i)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) IN A
TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF
THE ACT OR ANY APPLICABLE STATE SECURITIES LAW.
8. Transfer.
5
Subject to compliance with the terms of Section 7 above, the Warrants and
all rights under this Warrant Certificate are transferable, in whole or in part,
at the principal office of the Company by the Holder hereof, in person or by its
duly authorized attorney, upon surrender of this Warrant Certificate properly
endorsed (with the instrument of transfer form attached hereto as Exhibit 2 duly
executed). Each Holder of this Warrant Certificate, by taking or holding the
same, consents and agrees that this Warrant Certificate, when endorsed in blank,
shall be deemed negotiable; provided, however, that the last Holder of this
Warrant Certificate as registered on the books of the Company may be treated by
the Company and all other persons dealing with this Warrant Certificate as the
absolute owner of the Warrants for any purposes and as the person entitled to
exercise the rights represented by this Warrant Certificate or to transfer the
Warrants on the books of the Company, any notice to the contrary
notwithstanding, unless and until such Holder seeks to transfer registered
ownership of the Warrants on the books of the Company and such transfer is
effected.
9. Miscellaneous.
(a) Replacement. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant
Certificate and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement or bond reasonably satisfactory in form and amount to the
Company or, in the case of mutilation, on surrender and cancellation of this
Warrant Certificate, the Company, at its expense, will execute and deliver, in
lieu of this Warrant Certificate, a new warrant certificate of like tenor.
(b) Notice of Capital Changes. In case:
(i) the Company shall declare any dividend or distribution
payable to the holders of shares of Common Stock;
(ii) there shall be any capital reorganization or
reclassification of the capital of the Company, or consolidation or
merger of the Company with, or sale of all or substantially all of its
assets to, another corporation or business organization;
(iii) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company; or
(iv) the Company shall propose to commence an initial public
offering;
then, in any one or more of said cases, the Company shall give the Holder hereof
written notice of such event, in the manner set forth in Section 9(d) below, at
least 90 days prior to the date on which a record shall be taken for such
dividend or distribution or for determining shareholders entitled to vote upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, winding up or the date when any such transaction shall take place,
as the case may be.
6
(d) Notice. Any notice to be given to either party under this Warrant
Certificate shall be in writing and shall be deemed to have been given to the
Company or the Holder hereof, as the case may be, when delivered in hand or when
sent by first class mail, postage prepaid, addressed, if to the Company, at its
principal office and, if to the Holder hereof, at its address as set forth in
the Company's books and records or at such other address as the Holder hereof
may have provided to the Company in writing.
(e) No Impairment. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions of this
Warrant Certificate.
7
(f) Governing Law. This Warrant Certificate shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts.
This Warrant Certificate has been executed as of this 9th day of January,
1998.
RADIO ONE, INC.
By:
---------------------------
Name:
Title:
8
