RADIO ONE, INC. Lanham, MD 20706 June 16, 2010Exchange Agreement • June 16th, 2010 • Radio One, Inc. • Radio broadcasting stations • New York
This letter agreement (this “Agreement”) sets forth the terms and conditions on which each Existing Noteholder (as defined below) has agreed with the Company to participate in the transactions described herein, which will include: (i) an offer by the Company to all Eligible Holders (as defined below) of the Existing Notes (as defined below) to exchange (the “Exchange Offer”) any and all of its outstanding 87/8% Senior Subordinated Notes due 2011 (the “2011 Notes”) and any and all of its outstanding 63/8% Senior Subordinated Notes due 2013 (the “2013 Notes” and together with the 2011 Notes, the “Existing Notes”) for a new series of debt securities to be issued by the Company known as the 11.0%/12.0% Senior Grid Notes due 2017 (the “Exchange Notes”), which will be combined with a consent solicitation seeking an amendment to certain provisions of the Existing Notes that remain outstanding following the Exchange Offer (the “Consent Solicitation”); and (ii) a concurrent offering (the “Subsc
