EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated November 24, 2010Exchange and Registration Rights Agreement • December 1st, 2010 • Radio One, Inc. • Radio broadcasting stations • New York
Radio One, Inc., a Delaware corporation (the “Issuer”), proposes to exchange: (i) for each $1,000 principal amount of its outstanding 87/8% Senior Subordinated Notes due 2011 (the “2011 Notes”) $1,000 in principal amount of its newly issued 12.5%/15.0% Senior Subordinated Notes due 2016 (the “Exchange Notes”); and (ii) for each $1,000 principal amount of its outstanding 63/8% Senior Subordinated Notes due 2013 (the “2013 Notes” and together with the 2011 Notes, the “Existing Notes”) $950 in principal amount of its Exchange Notes tendered for exchange by the holders of 2011 Notes and 2013 Notes (individually a “Participant,” and collectively the “Participants”) upon the terms set forth in the Amended Offering Memorandum (the “Amended Exchange Offer”). As an inducement to the Participants to tender 2011 Notes and 2013 Notes in the Amended Exchange Offer, the Issuer and the Guarantors agree with the Participants for the benefit of holders (as defined herein) from time to time of the Regis
RADIO ONE, INC. and THE GUARANTORS PARTY HERETO 12.5%/15.0% SENIOR SUBORDINATED NOTES DUE 2016 INDENTURE Dated as of November 24, 2010 Wilmington Trust Company as TrusteeIndenture • December 1st, 2010 • Radio One, Inc. • Radio broadcasting stations • New York
CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 13.03 (c) 13.03 313(a) 7.06 (b)(1) N.A. (b)(2) 7.06; 7.07 (c) 7.06; 13.02 (d) 7.06 314(a) 13.02; 13.05 (b) N.A. (c)(1) 13.04 (c)(2) 13.04 (c)(3) N.A. (d) N.A. (e) 13.05 (f) N.A. 315(a) 7.01 (b) 7.05, 13.02 (c)(1) 7.01 (c)(2) 7.01 (e) 6.14 316(a) (last sentence) 2.09 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) N.A. (b) 6.07 (c) 2.12; 9.04 317(a)(1) 6.09 (a)(2) 6.12 (b) 2.04 318(a) 13.01 (b) N.A. (c) 13.01 N.A. means not applicable. * This Cross Reference Table is not part of this Indenture.
NINTH SUPPLEMENTAL INDENTURE TO INDENTURE DATED AS OF MAY 18, 2001Supplemental Indenture • December 1st, 2010 • Radio One, Inc. • Radio broadcasting stations • New York
NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 24, 2010, among Radio One, Inc., a Delaware corporation (the “Company”), the guarantors parties to the Indenture referred below (collectively, the “Guarantors”), and Wilmington Trust Company, as successor trustee to The Bank of New York Mellon Trust Company, N.A. under the Indenture (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
ContractCredit Agreement • December 1st, 2010 • Radio One, Inc. • Radio broadcasting stations • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 24, 2010 among RADIO ONE, INC., as Borrower The Lenders Party Hereto and WELLS FARGO BANK, N.A., as successor by merger to WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent $20,000,000 Tranche A Revolving Credit Facility $5,100,000 Tranche B Revolving Credit Facility $13,700,000 Tranche C Revolving Credit Facility $27,627,862.69 Tranche A Term Loan Facility $323,000,000 Tranche B Term Loan Facility
