<PAGE>
Exhibit 10.61
260,000 HIGH TIDES(SM)
Radio One, Inc.
6 1/2% Convertible Preferred Securities
Remarketable Term Income Deferrable Equity Securities (HIGH TIDES)(SM)
(Liquidation Preference $1,000 per HIGH TIDES)
convertible into
Common Stock of
Radio One, Inc.
PURCHASE AGREEMENT
------------------
July 10, 2000
Credit Suisse First Boston Corporation
Deutsche Bank Securities Inc
Morgan Stanley & Co. Incorporated
Banc of America Securities LLC
First Union Securities, Inc.
As Representatives of the Several Purchasers,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Dear Sirs:
1. Introductory. Radio One, Inc., a Delaware Corporation (the
"Company"), proposes, subject to the terms and conditions stated herein, that
the Company issue and sell to the several initial purchasers named in Schedule A
hereto (the "Purchasers") 260,000 6 1/2% Convertible Preferred Securities
Remarketable Term Income Deferrable Equity Securities (HIGH TIDES)(SM)
(the "Firm Securities") and also proposes that the Company issue and sell to the
Purchasers, at the option of the Purchasers, an aggregate of not more than
50,000 additional HIGH TIDES ("Optional Securities") as set forth below. The
Firm Securities and the Optional Securities
<PAGE>
that the Purchasers may elect to purchase pursuant to Section 3 hereof are
herein collectively called the "Offered Securities". The Offered Securities will
be convertible into shares of Class D common stock, par value $.001 per share,
of the Company (the "Company Common Stock"). Holders (including subsequent
transferees) of the Offered Securities (or any security into which the Offered
Securities are converted) will have the registration rights set forth in the
Registration Rights Agreement dated as of the Closing Date (the "Registration
Rights Agreement") to be entered into between the Company and the Purchasers.
Pursuant to the Registration Rights Agreement, the Company agrees to file with
the Securities and Exchange Commission (the "Commission") a shelf registration
statement (the "Shelf Registration Statement") pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), to register sales of
the Offered Securities, and the shares of Company Common Stock issuable upon
conversion thereof (collectively, the "Registrable Securities") following the
sale of the Offered Securities contemplated hereby.
The Company agrees with the Purchasers as follows:
2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the several Purchasers that:
(a) An offering circular relating to the Offered Securities to be
offered by the Purchasers shall be prepared by the Company, and delivered to the
Purchasers at such place or places as they may direct, at or prior to such time
as Credit Suisse First Boston Corporation ("CSFBC") requests. Such offering
circular together with any other document approved by the Company for use in
connection with the contemplated resale of the Offered Securities, are
hereinafter collectively referred to as the "Offering Document". The Offering
Document shall not include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The
preceding sentence does not apply to statements in or omissions from the
Offering Document based upon written information furnished to the Company by any
Purchaser through CSFBC specifically for use therein, it being understood and
agreed that the only such information is that described as such in Section 7(b).
Except as disclosed in the Offering Document, on the date of this Agreement, the
Company's Annual Report on Form 10-K most recently filed with the Securities and
Exchange Commission (the "Commission") and all subsequent reports (collectively,
the "Exchange Act Reports") which have been filed by the Company with the
Commission or sent to stockholders pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") do not include any untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. Such
documents, when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act and the rules and regulations
of the Commission thereunder.
(b) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware, with power
and authority (corporate and other) to own its properties and conduct its
business as described in the Offering Document; and the Company is duly
qualified to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
2
<PAGE>
business requires such qualification, except where the failure to so qualify
would not have, individually or in the aggregate, a material adverse effect on
the condition (financial or other), business, properties or results of
operations of the Company and its Subsidiaries taken as a whole ("Material
Adverse Effect").
(c) Each Subsidiary of the Company has been duly incorporated and is
an existing corporation in good standing under the laws of the jurisdiction of
its incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Offering Document; each
Subsidiary of the Company is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in which its ownership
or lease of property or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a Material Adverse Effect;
all of the issued and outstanding capital stock of each Subsidiary of the
Company has been duly authorized and validly issued and is fully paid and
nonassessable; except as described in the Offering Document, the capital stock
of each Subsidiary owned by the Company, directly or through Subsidiaries, is
owned free from liens, encumbrances and defects. For purposes of this
agreement, "Subsidiary" means, as applied to any person, any corporation,
limited or general partnership, trust, association or other business entity of
which an aggregate of at least 50% of the outstanding Voting Shares or an
equivalent controlling interest herein, of such person is, at any time, directly
or indirectly, owned by such person and/or one or more subsidiaries of such
person, including with respect to the Company. For purposes of the definition
of "Subsidiary", "Voting Shares," means with respect to any corporation, the
capital stock having the general voting power under ordinary circumstances to
elect at least a majority of the board of directors (irrespective of whether or
not at the time stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).
(d) The Offered Securities have been duly authorized by the Company
and, when the Offered Securities have been delivered and paid for in accordance
with this Agreement, on each Closing Date (as defined below), such Offered
Securities will have been validly issued, fully paid and nonassessable and will
conform to the description thereof contained in the Offering Document; the
issuance of the Offered Securities is not subject to preemptive or other similar
rights; the Offered Securities will have the rights set forth in a certificate
of designations, in a form reasonably acceptable to CSFBC, which shall be
validly authorized and approved by the Company and filed with the Secretary of
State of the State of Delaware on or before the First Closing Date (as defined
below) ("the "Certificate of Designations") and the Offered Securities when
issued and delivered against payment therefor as provided herein will be valid
and binding obligations of the Company.
(e) Subject to receipt of the consents, approvals, authorizations and
orders described in the last sentence of this paragraph, the consummation of any
or all of the transactions described in the Offering Document under the caption
"RECENT AND PENDING TRANSACTIONS" (collectively, the "Transactions") will not
result in a breach or violation of any of the terms and provisions of, or
constitute a default under, any statute, any rule, regulation or order of, any
governmental agency or body (including, but not limited to, any order published
or otherwise known to the Company of the Federal Communications Commission
("FCC")) or any court, domestic or foreign, having jurisdiction over the Company
or any subsidiary of the Company or any
3
<PAGE>
of their properties, or any agreement or instrument to which the Company or any
such subsidiary is a party or by which the Company or any such subsidiary is
bound or to which any of the properties of the Company or any such subsidiary is
subject, or the charter or by-laws of the Company or any such subsidiary. The
agreements (collectively, the "Transaction Agreements") to effectuate the
Transactions have been duly authorized, executed and delivered by the Company
and its affiliates which are parties thereto and constitute valid and binding
agreements of the Company and its affiliates, enforceable against the Company
and its affiliates in accordance with their terms (subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law). Except as set
forth in the Offering Document, no consent, approval, authorization, or order
of, or filing with, any governmental agency or body (including, without
limitation, the FCC) or any court or other person was or is required to be
obtained or made by the Company for the execution and delivery of the
Transaction Agreements and consummation of the transactions contemplated
thereby, except such as have been already obtained or may be required under the
Communications Act of 1934, as amended, and the rules, regulations and published
administrative orders promulgated thereunder (collectively, the "Federal
Communications Laws").
(f) The Registration Rights Agreement has been duly authorized by the
Company and, when executed and delivered, will conform in all material respects
to the description thereof contained in the Offering Document. The Registration
Rights Agreement, when validly executed and delivered by the Company, will
constitute a valid and legally binding obligation of the Company and will be
enforceable against the Company in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles and except that the enforceability of the
rights to indemnity and contribution pursuant to Section 5 thereof may be
limited by federal or state securities laws or by principles of public policy.
(g) The Remarketing Agreement has been duly authorized and when
validly executed and delivered by the Company and the Tender Agent, will
constitute a valid and legally binding obligation of the Company, enforceable in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles; and
it will conform in all material respects to the description thereof in the
Offering Document.
(h) When the Offered Securities are delivered and paid for pursuant to
this Agreement on each Closing Date, such Offered Securities will be convertible
into the Common Stock of the Company in accordance with their terms and the
terms of the Certificate of Designations (the Common Stock into which the
Offered Securities are ultimately convertible are referred to herein as the
"Underlying Shares"); the Underlying Shares initially issuable upon conversion
of such Offered Securities have been duly authorized and reserved for issuance
upon such conversion and, when issued upon such conversion, will be validly
issued, fully paid and nonassessable; the outstanding shares of Company Common
Stock and the Underlying Shares will conform to the description thereof
contained in the Offering Document; and the stockholders of the Company have no
preemptive rights with respect to the Offered Securities, or the Underlying
Shares.
4
<PAGE>
(i) Except as shall be disclosed in the Offering Document, there are
no contracts, agreements or understandings between the Company and any person
that would give rise to a valid claim against the Company or any Purchaser for a
brokerage commission, finder's fee or other like payment in connection with this
offering.
(j) Except as (i) disclosed in the Offering Document, (ii) provided
for in this Agreement or the Registration Rights Agreement or (iii) set forth on
Schedule B hereto, there are no contracts, agreements or understandings between
the Company and any person granting such person the right to require the Company
to file a registration statement under the Securities Act with respect to any
securities of the Company owned or to be owned by such person or to require the
Company to include such securities in the securities registered pursuant to the
Shelf Registration Statement (as defined in the Registration Rights Agreement)
or in any securities being registered pursuant to any other registration
statement filed by the Company under the Securities Act.
(k) No consent, approval, authorization, or order of, or filing with,
any governmental agency or body (including, without limitation, the FCC) or any
court is required for the consummation of the transactions contemplated by this
Agreement or by the Remarketing Agreement or the Registration Rights Agreement
(collectively, the "Company Agreements") in connection with the issuance and
sale of the Offered Securities, except for in connection with the Registration
Rights Agreement, (i) the filing of the Shelf Registration Statement with the
Commission under the Securities Act, (ii) the order of the Commission declaring
the Shelf Registration Statement effective and (iii) any actions required by
state securities laws.
(l) The execution, delivery and performance of this Agreement and the
Company Agreements by the Company, and the issuance and sale of the Offered
Securities by the Company and compliance with the terms and provisions of each
of the foregoing by the Company, and the consummation by the Company of the
transactions contemplated herein and therein will not result in a breach or
violation of any of the terms and provisions of, or constitute a default under,
any statute, any rule, regulation or order of any governmental agency or body
(including without limitation, any order published or otherwise known to the
Company of the FCC) or any court, domestic or foreign, having jurisdiction over
the Company, or any Subsidiary of the Company or any of their properties, or any
agreement or instrument to which the Company, or any such Subsidiary is a party
or by which the Company, or any such Subsidiary is bound or to which any of the
properties of the Company, or any such Subsidiary is subject, or the charter,
by-laws or other organizational document of the Company, or any such Subsidiary,
and the Company has full power and authority to authorize, issue and sell the
Offered Securities, as contemplated by this Agreement.
(m) This Agreement and the Company Agreements have been duly
authorized, and this Agreement has been, and the Company Agreements shall be on
the Closing Date, executed and delivered by the Company.
(n) Except as shall be disclosed in the Offering Document, the Company
and its Subsidiaries have good and marketable title to all real properties and
all other properties and assets owned by them, in each case free from liens,
encumbrances and defects that
5
<PAGE>
would materially affect the value thereof or materially interfere with the use
made or to be made thereof by them; and except as shall be disclosed in the
Offering Document, the Company and its Subsidiaries hold any leased real or
personal property under valid and enforceable leases with no exceptions that
would materially interfere with the use made or to be made thereof by them.
(o) The Company and its Subsidiaries possess adequate certificates,
authorities or permits and hold all necessary licenses issued by appropriate
governmental agencies or bodies (including, without limitation, licenses issued
by the FCC) necessary to conduct the business now operated by them and have not
received any notice of proceedings relating to the revocation or modification of
any such certificate, authority, permit or license that, if determined adversely
to the Company or any of its Subsidiaries, would individually or in the
aggregate have a Material Adverse Effect. Neither the Company nor any of its
Subsidiaries is in material violation of any material requirement of any Federal
Communications Law or any published order of any court or administrative agency
or authority relating thereto. The Company and the identified subsidiaries are
the holders of the main commercial radio station licenses issued by the FCC
listed in Attachment I hereto (the "Current FCC Licenses"), all of which are in
full force and effect, for the maximum term customarily issued, with no material
conditions, restrictions or qualifications other than as described in the
Offering Document or that appear in the ordinary course in the Current FCC
Licenses, and such Current FCC Licenses constitute all of the commercial radio
station licenses necessary for the Company and the subsidiaries to own their
properties and to conduct their businesses in the manner and to the full extent
now operated. Upon consummation of the Transactions (i) the Company and the
identified subsidiaries will be the holders of the main commercial radio station
licenses issued by the FCC listed in Attachment II hereto (the "Prospective FCC
Licenses") and (ii) the Company has no reason to believe that all Prospective
FCC Licenses will not be in full force and effect, for the maximum term
customarily issued, with no material conditions, restrictions or qualifications
other than as described in the Offering Document or that appear in the ordinary
course in the Prospective FCC Licenses, and such Prospective FCC Licenses
constitute all of the material commercial radio station licenses necessary for
the Company and the subsidiaries to operate the radio stations relating to the
Transactions as described in the Offering Document.
(p) No labor dispute with the employees of the Company or any
Subsidiary exists or, to the knowledge of the Company, is imminent that might
have a Material Adverse Effect.
(q) The Company and its Subsidiaries own, possess or can acquire on
reasonable terms, adequate trademarks, trade names and other rights to
inventions, know-how, patents, copyrights, confidential information and other
intellectual property (collectively, "intellectual property rights") necessary
to conduct the business now operated by them, or presently employed by them, and
have not received any notice of infringement of or conflict with asserted rights
of others with respect to any intellectual property rights that, if determined
adversely to the Company or any of its Subsidiaries, would individually or in
the aggregate have a Material Adverse Effect.
6
<PAGE>
(r) Each of the Company and its Subsidiaries has filed all necessary
federal, state, local and foreign income and franchise tax returns that are
required to be filed, except where the failure to file such returns would not
have a Material Adverse Effect and each of the Company and its Subsidiaries has
paid all taxes shown as due thereon, except for any assessment, fine or penalty
that is currently being contested in good faith and for which adequate reserves
have been provided or as described in the Offering Document.
(s) Except as shall be disclosed in the Offering Document, neither the
Company nor any of its Subsidiaries is in violation of any statute, any rule,
regulation, decision or order of any governmental agency or body or any court,
domestic or foreign, relating to the use, disposal or release of hazardous or
toxic substances or relating to the protection or restoration of the environment
or human exposure to hazardous or toxic substances (collectively,
"Environmental Laws"), owns or operates any real property contaminated with any
substance that is subject to any Environmental Laws, is liable for any off-site
disposal or contamination pursuant to any environmental laws, or is subject to
any claim relating to any environmental laws, which violation, contamination,
liability or claim would individually or in the aggregate have a Material
Adverse Effect; and the Company is not aware of any pending investigation which
might lead to such a claim.
(t) Except as shall be disclosed in the Offering Document, there are
no pending actions, suits, proceedings, inquiries or investigations before or
brought by any court or governmental agency or body (including, without
limitation, the FCC) against or affecting the Company, any of its Subsidiaries
or any of their respective properties that, if determined adversely to the
Company or any of its Subsidiaries, would individually or in the aggregate have
a Material Adverse Effect, would result in the revocation or non-renewal of any
of the Current FCC Licenses, or would materially and adversely affect the
ability of the Company or its Subsidiaries to perform their respective
obligations under, or contemplated by, this Agreement or the Company Agreements,
or which are otherwise material in the context of the sale of the Offered
Securities; and no such actions, suits or proceedings are threatened or, to the
knowledge of the Company, contemplated.
(u) The financial statements that shall be included in the Offering
Document shall present fairly the financial position of the Company and its
consolidated subsidiaries as of the dates shown and their results of operations
and cash flows for the periods shown, and, except as otherwise shall be
disclosed in the Offering Document, such financial statements shall have been
prepared in conformity with the generally accepted accounting principles in the
United States applied on a consistent basis; and the assumptions used in
preparing the pro forma financial statements included in the Offering Document
shall provide a reasonable basis for presenting the significant effects directly
attributable to the transactions or events described therein, the related pro
forma adjustments shall give appropriate effect to those assumptions, and the
pro forma columns therein shall reflect the proper application of those
adjustments to the corresponding historical financial statement amounts.
(v) The statistical and market-related data (other than market-related
data and statistical data provided by the Company) included in the Offering
Document shall be based on or derived from sources which the Company believes to
be reliable and accurate, it being
7
<PAGE>
understood, however, that the Company has conducted no independent investigation
of the accuracy thereof.
(w) Each of the Company and its Subsidiaries (i) make and keep
accurate books and records and (ii) maintain internal accounting controls that
provide reasonable assurance that (A) transactions are executed in accordance
with management's authorization, (B) transactions are recorded as necessary to
permit preparation of its financial statements and to maintain profitability for
its assets, (C) access to its assets is permitted only in accordance with
management's authorization and (D) the reported accountability for its assets is
compared with existing assets at reasonable intervals.
(x) Except as shall be disclosed in the Offering Document, since the
date of the latest audited financial statements that shall be included in the
Offering Document there shall have been no material adverse change, nor any
development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties or results of operations of
the Company and its Subsidiaries taken as a whole, and, except as disclosed in
or contemplated by the Offering Document, there has been no dividend or
distribution of any kind declared, paid or made by the Company on any class of
its capital stock, except for the stock dividend effective on June 6, 2000.
(y) The Company is not an open-end investment company that is or is
required to be registered under Section 8 of the United States Investment
Company Act of 1940, as amended (the "Investment Company Act"); and the Company
is not and, after giving effect to the offering, the sale of the Offered
Securities, and the application of the proceeds thereof as described in the
Offering Document, and the consummation of the transactions contemplated by the
Company Agreements, will not be an "investment company" as defined in the
Investment Company Act.
(z) No securities of the Company of the same class (within the meaning
of Rule 144A(d)(3) under the Securities Act) as the Offered Securities are
listed on any national securities exchange registered under Section 6 of the
Exchange Act or quoted in a U.S. automated inter-dealer quotation system.
(aa) The offer and sale of the Offered Securities by the Company
to the several Purchasers in the manner contemplated by this Agreement will be
exempt from the registration requirements of the Securities Act by reason of
Section 4(2) thereof and Rule 144A thereunder.
(bb) Notwithstanding the public offering by the Company pursuant
to a Registration Statement on Form S-1 (File No. 333-30286), neither the
Company nor any of its affiliates, nor any person acting on behalf of any of the
foregoing (i) has, within the six-month period prior to the date hereof, offered
or sold in the United States or to any U.S. person (as such terms are defined in
Regulation S under the Securities Act) the Offered Securities or any security of
the same class or series as the Offered Securities or (ii) has offered or will
offer or sell the Offered Securities in the United States by means of any form
of general solicitation or general advertising within the meaning of Rule 502(c)
under the Securities Act. The Company has not entered and will
8
<PAGE>
not enter into any contractual arrangement with respect to the distribution of
the Offered Securities except for this Agreement.
(cc) The Company is subject to Section 13 or 15(d) of the Exchange
Act.
3. Purchase, Sale and Delivery of Offered Securities. On the basis
of the representations, warranties and agreements herein contained, but subject
to the terms and conditions herein set forth, the Company agrees that the
Company shall sell to the Purchasers, and the Purchasers agree, severally and
not jointly, to purchase from the Company, at a purchase price of $1,000 per
Offered Security plus accrued dividends from July 14, 2000 to the First Closing
Date (as hereinafter defined), the respective number of shares of Firm
Securities set forth opposite the names of the several Purchasers in Schedule A
hereto.
The Company will deliver against payment of the purchase price the
Firm Securities in the form of one or more permanent global securities in
definitive form (the "Firm Global Securities") deposited with The Depository
Trust Company ("DTC") or its custodian and registered in the name of Cede & Co.,
as nominee for DTC. Interests in any permanent global securities will be held
only in book-entry form through DTC, except in the limited circumstances that
shall be described in the Offering Document. Payment for the Firm Securities
shall be made by the Purchasers in Federal (same day) funds by official bank
check or checks or wire transfer to an account at a bank acceptable to CSFBC
drawn to the order of Radio One, Inc. at the office of CSFBC at 10:00 A.M. (New
York time), on July 14, 2000 (the "Closing Time"), or at such other time not
later than seven full business days thereafter as CSFBC and the Company
determine, such time being herein referred to as the "First Closing Date",
against delivery to DTC or its custodian of the Firm Global Securities
representing all of the Firm Securities. The Firm Global Securities will be
made available for checking at the above office of CSFBC (or such other location
as CSFBC may direct), at least 24 hours prior to the First Closing Date.
In addition, upon written notice from CSFBC given to the Company from
time to time not more than 30 days subsequent to the date of the Offering
Document, the Purchasers may purchase all or less than all of the Optional
Securities at the purchase price per liquidation amount of Offered Securities
(including any accrued dividends thereon to the related Optional Closing Date)
to be paid for the Firm Securities. The Company agrees that it shall sell to the
Purchasers the number of Optional Securities specified in such notice and the
Purchasers agree, severally and not jointly, to purchase such Optional
Securities. Such Optional Securities shall be purchased for the account of each
Purchaser in the same proportion as the number of Firm Securities set forth
opposite such Purchaser's name bears to the total number of Firm Securities
(subject to adjustment by CSFBC to eliminate fractions) and may be purchased by
the Purchasers at their discretion. No Optional Securities shall be sold or
delivered unless the Firm Securities previously have been, or simultaneously
are, sold and delivered. The right to purchase the Optional Securities or any
portion thereof may be exercised from time to time and to the extent not
previously exercised may be surrendered and terminated at any time upon notice
by CSFBC to the Company.
9
<PAGE>
Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "Optional Closing Date", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "Closing Date"), shall be determined by CSFBC
on behalf of the Purchasers but shall be not later than five full business days
after written notice of election to purchase Optional Securities is given. The
Company will deliver against payment of the purchase price the Optional
Securities being purchased on each Optional Closing Date in the form of one or
more permanent global securities in definitive form (each, an "Optional Global
Security") deposited with DTC or its custodian and registered in the name of
Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be
made by the Purchasers in Federal (same day) funds by official bank check or
checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the
order of Radio One, Inc. at the office of CSFBC against delivery to DTC or its
custodian of the Optional Global Securities representing all of the Optional
Securities being purchased on such Optional Closing Date.
As compensation for the Purchasers' commitments, the Company will pay
to CSFBC the sum of $30 per Offered Security times the total number of Offered
Securities purchased by the Purchasers on each Closing Date as commissions for
the sale of the Offered Securities under this Agreement. Such payment will be
made on each Closing Date with respect to the Offered Securities purchased on
such Closing Date.
4. Representations by Purchasers; Resale by Purchasers.
(a) Each Purchaser severally represents and warrants to the Company
that it is an "accredited investor" within the meaning of Regulation D under the
Securities Act and a "dealer" within the meaning of Rule 144A ("Rule 144A")
under the Securities Act.
(b) Each Purchaser severally acknowledges that the Offered Securities
have not been registered under the Securities Act and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons
except pursuant to an exemption from the registration requirements of the
Securities Act. Each Purchaser severally represents and agrees that, except as
permitted herein, it will not offer, sell or deliver the Offered Securities as
part of its distribution at any time within the United States or to, or for the
account or benefit of, U.S. persons, except in reliance on Rule 144A.
(c) Each Purchaser severally agrees that it and each of its affiliates
has not entered and will not enter into any contractual arrangement with respect
to the distribution of the Offered Securities except for any such arrangements
with the other Purchasers or affiliates of the other Purchasers or with the
prior written consent of the Company.
(d) Each Purchaser severally agrees that it and each of its affiliates
will not offer or sell the Offered Securities in the United States by means of
any form of general solicitation or general advertising within the meaning of
Rule 502(c) under the Securities Act, including, but not limited to (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
(ii) any
10
<PAGE>
seminar or meeting whose attendees have been invited by any general solicitation
or general advertising. Each Purchaser severally agrees, with respect to resales
made in reliance on Rule 144A of any of the Offered Securities, to deliver
either with the confirmation of such resale or otherwise prior to settlement of
such resale a notice to the effect that the resale of such Offered Securities
has been made in reliance upon the exemption from the registration requirements
of the Securities Act provided by Rule 144A.
(e) Each Purchaser severally represents and agrees that (i) it has not
solicited, and will not solicit, offers to purchase any of the Offered
Securities from, (ii) it has not sold, and will not sell, any of the Offered
Securities to, and (iii) it has not distributed, and will not distribute, the
Offering Document to, any person or entity in any jurisdiction outside of the
United States except, in each case, in compliance in all material respects with
all applicable laws. For the purposes of this Agreement, "United States" means
the United States of America, its territories, its possessions and other areas
subject to its jurisdiction.
5. Certain Agreements of the Company. The Company agrees with the
several Purchasers that:
(a) The Company will advise CSFBC promptly of any proposal to amend or
supplement the Offering Document and will not effect such amendment or
supplementation without CSFBC's consent. If, at any time prior to the
completion of the resale of the Offered Securities by the Purchasers, any event
occurs as a result of which the Offering Document as then amended or
supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, the
Company promptly will notify CSFBC of such event and promptly will prepare, at
its own expense, an amendment or supplement which will correct such statement or
omission or effect such compliance. Neither CSFBC's consent to, nor the
Purchasers' delivery to offerees or investors of, any such amendment or
supplement shall constitute a waiver of any of the conditions set forth in
Section 6.
(b) The Company will furnish to CSFBC copies of any preliminary
offering circular, the Offering Document and all amendments and supplements to
such documents, in each case as soon as available and in such quantities as
CSFBC requests, and the Company will promptly furnish to CSFBC three copies of
the Offering Document signed by a duly authorized officer of the Company, one of
which will include the independent accountants' reports therein manually signed
by such independent accountants. At any time when the Company is not subject to
Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish or
cause to be furnished to CSFBC (and, upon request, to each of the other
Purchasers, if any) and, upon request of holders and prospective purchasers of
the Offered Securities, to such holders and purchasers, copies of the
information required to be delivered to holders and prospective purchasers of
the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or
any successor provision thereto) in order to permit compliance with Rule 144A in
connection with resales by such holders of the Offered Securities. The Company
will pay the expenses of printing and distributing to the Purchasers all such
documents.
11
<PAGE>
(c) The Company will arrange for the qualification of the Offered
Securities for sale and the determination of their eligibility for investment
under the laws of such jurisdictions as CSFBC designates and will continue such
qualifications in effect so long as required for the resale of the Offered
Securities by the Purchasers, provided that the Company will not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any such state.
(d) So long as any Offered Securities remain outstanding, the Company
will furnish to CSFBC and, upon request, to each of the other Purchasers, if
any, as soon as practicable after the end of each fiscal year, a copy of its
annual report to stockholders for such year; and the Company will furnish to
CSFBC and, upon request, to each of the other Purchasers, if any, (i) as soon as
available, a copy of each report and any definitive proxy statement of the
Company filed with the Commission under the Exchange Act or mailed to
stockholders, and (ii) from time to time, such other information concerning the
Company as CSFBC may reasonably request.
(e) During the period of two years after the later of the Closing Date
and the last Optional Closing Date, the Company will, upon request, furnish to
CSFBC and, each of the other Purchasers, if any, and any holder of Offered
Securities a copy of the restrictions on transfer applicable to the Offered
Securities.
(f) During the period of two years after the later of the Closing Date
and the last Optional Closing Date, the Company will not, and will not permit
any of its affiliates (as defined in Rule 144 under the Securities Act) to,
resell any of the Offered Securities that have been reacquired by any of them.
(g) During the period of two years after the later of the Closing Date
and the last Optional Closing Date, the Company will not be or become, an open-
end investment company, unit investment trust or face-amount certificate company
that is or is required to be registered under Section 8 of the Investment
Company Act.
(h) The Company will pay all expenses incidental to the performance of
its obligations under this Agreement and the Company Agreements, including (i)
all expenses in connection with the execution, issue, authentication, packaging
and initial delivery of the Offered Securities, (ii) all of the Company's
expenses in connection with the preparation and printing of this Agreement, the
Company Agreements, the Offered Securities, the Offering Document and amendments
and supplements thereto, and any other document relating to the issuance, offer,
sale and delivery of the Offered Securities; (iii) the cost of qualifying the
Offered Securities for trading in The Portal(SM) Market ("PORTAL") of the NASDAQ
Stock Market, Inc. and any expenses incidental thereto; (iv) for any expenses
(including fees and disbursements of counsel) incurred in connection with
qualification of the Offered Securities for sale under the laws of such
jurisdictions in the United States and Canada as CSFBC designates and the
printing of memoranda relating thereto; (v) for any fees charged by investment
rating agencies for the rating of the Offered Securities; and (vi) for expenses
incurred in distributing preliminary offering circulars and the Offering
Document (including any amendments and supplements thereto) to the Purchasers.
The Company will pay for all travel expenses of the Company's officers and
employees and any other
12
<PAGE>
expenses of the Company in connection with attending or hosting meetings with
prospective purchasers of the Offered Securities.
(i) In connection with the offering, until CSFBC shall have notified
the Company and the other Purchasers of the completion of the resale of the
Offered Securities, neither the Company nor any of their affiliates has or will,
either alone or with one or more other persons, bid for or purchase for any
account in which it or any of its affiliates has a beneficial interest, or
attempt to induce any person to purchase, any Offered Securities or Company
Common Stock; and neither they nor any of their affiliates will make bids or
purchases for the purpose of creating actual, or apparent, active trading in, or
of raising the price of, the Offered Securities or Company Common Stock.
(j) For a period of 60 days after the date of the initial offering of
the Offered Securities (the "Lock-Up Period"), the Company will not, and will
not permit its Subsidiaries to, offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Commission a
registration statement under the Securities Act (other than one or more
registration statements (x) on Form S-3 relating solely to the registration of
shares issuable upon the sale of transferred employee stock options or (y) on
Form S-8) relating to any additional shares of (A) any preferred securities or
any preferred stock, (B) any preferred stock or any other security of the
Company that is substantially similar to the Offered Securities, (C) any shares
of common stock of the Company other than shares of common stock issuable upon
conversion of the Offered Securities or (D) any other securities which are
convertible into, or exchangeable or exercisable for, any of (A) through (D), or
publicly disclose the intention to make any such offer, sale, pledge,
disposition or filing, without the prior written consent of CSFBC except (i)
grants of employee stock options pursuant to the terms of a plan in effect on
the date hereof or hereafter, (ii) issuances of Company Common Stock pursuant to
the exercise of such options, or (iii) the exercise of any other employee stock
options outstanding on the date hereof. Such agreement will not prevent the
offer, sale, contract to sell, announcement of an intention to sell, or other
disposition of, or filing with the Commission by the Company and the Company of
(x) a Shelf Registration Statement (as defined in the Registration Rights
Agreement) relating solely to (i) the Offered Securities, (ii) Company Common
Stock issued or delivered upon conversion of the Offered Securities, or (iii)
securities issued or delivered upon conversion, exchange or exercise of any
other securities of the Company outstanding on the date of the offering circular
related to the Offered Securities and (y) a shelf registration statement
pursuant to Rule 415 under the Securities Act relating to debt securities,
warrants for debt securities or Company Common Stock, provided, however, that
the Company shall not offer, sell, contract to sell, announce an intention to
sell, or other disposition of, any securities of the type described in clauses
(A) through (D) above under such registration statement during the Lock-Up
Period. Notwithstanding anything in this Agreement to the contrary, the Company
will not at any time offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any securities under circumstances where such offer,
sale, pledge, contract or disposition would cause the exemption afforded by
Section 4(2) of the Securities Act to cease to be applicable to the offer and
sale of the Offered Securities.
13
<PAGE>
6. Conditions of the Obligations of the Purchasers. The obligations
of the several Purchasers to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company herein, to the accuracy of the statements
of officers of the Company made pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to the following
additional conditions precedent:
(a) The Purchasers shall have received a letter, dated the date of
delivery hereof, of Arthur Andersen LLP confirming that they are independent
public accountants within the meaning of the Securities Act and the applicable
published rules and regulations thereunder (the "Rules and Regulations") and
stating to the effect that:
(i) in their opinion the financial statements and schedules
examined by them and included in the Offering Document and in the Exchange
Act Reports comply as to form in all material respects with the applicable
accounting requirements of the Securities Act and the related published
Rules and Regulations;
(ii) they have performed the procedures specified by the
American Institute of Certified Public Accountants for a review of interim
financial information as described in Statement of Auditing Standards No.
71, Interim Financial Information, on the unaudited financial statements
included in the Offering Document and in the Exchange Act Reports;
(iii) on the basis of the review referred to in clause (ii)
above, a reading of the latest available interim financial statements of
the Company, inquiries of officials of the Company who have responsibility
for financial and accounting matters and other specified procedures,
nothing came to their attention that caused them to believe that:
(A) the unaudited financial statements included in the
Offering Document and in the Exchange Act Reports do not comply
as to form in all material respects with the applicable
accounting requirements of the Securities Act and the related
published Rules and Regulations or any material modifications
should be made to such unaudited financial statements for them to
be in conformity with generally accepted accounting principles;
(B) the unaudited consolidated net revenue, net operating
income and summary of earnings, net income and net income per
share amounts for the 3-month period ended March 31, 1999 and
2000 included in the Offering Document do not agree with the
amounts set forth in the unaudited consolidated financial
statements for those same periods or were not determined on a
basis substantially consistent with that of the corresponding
amounts in the audited statements of income;
14
<PAGE>
(C) at the date of the latest available balance sheet read
by such accountants, or at a subsequent specified date not more
than three business days prior to the date of this Agreement,
there was any change in the capital stock or any increase in
short-term indebtedness or long-term debt of the Company and its
consolidated subsidiaries or, at the date of the latest available
balance sheet read by such accountants, there was any decrease in
consolidated net current assets or net assets, as compared with
amounts shown on the latest balance sheet included in the
Offering Document; or
(D) for the period from the closing date of the latest
income statement included in the Offering Document to the closing
date of the latest available income statement read by such
accountants there were any decreases, as compared with the
corresponding period of the previous year, and with the period of
corresponding length ended the date of the latest income
statement included in the Offering Document, in consolidated net
broadcasting revenues, or net operating income or in the total or
per share amounts of consolidated net income or in the ratio of
earnings to fixed charges and preferred stock dividends combined,
except in all cases set forth in clauses (B) and (D) above for
changes, increases or decreases which the Offering Document
discloses have occurred or may occur or which are described in
such letter; and
(iv) on the basis of their review of the unaudited pro forma
financial statements, selected consolidated financial data and ratio of
earnings to fixed charges included in the Offering Document and inquiries
of officials of the Company who have responsibility for financial and
accounting matters and other specified procedures, nothing came to their
attention that caused them to believe that the unaudited pro forma
financial, selected consolidated financial data and ratio of earnings to
fixed charges statements included in the Offering Document do not each
comply as to form in all material respects with the accounting requirements
under the Securities Act as generally applicable to such information if
included in a registration statement; and
(v) they have compared specified dollar amounts (or percentages
derived from such dollar amounts) and other financial information contained
in the Offering Document and in the Exchange Act Reports (in each case to
the extent that such dollar amounts, percentages and other financial
information are derived from the general accounting records of the Company
and its Subsidiaries subject to the internal controls of the Company's
accounting system or are derived directly from such records by analysis or
computation) with the results obtained from inquiries, a reading of such
general accounting records and other procedures specified in such letter
and have found such dollar amounts, percentages and other financial
information to be in agreement with such results, except as otherwise
specified in such letter.
15
<PAGE>
(b) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development or event involving a
prospective change, in the condition (financial or other), business, properties
or results of operations of the Company and its Subsidiaries taken as a whole
which, in the judgment of a majority in interest of the Purchasers including the
CSFBC, is material and adverse and makes it impractical or inadvisable to
proceed with completion of the public offering or the sale of and payment for
the Offered Securities; (ii) any downgrading in the rating of any debt
securities or preferred stock of the Company by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule 436(g) under
the Securities Act), or any public announcement that any such organization has
under surveillance or review its rating of any debt securities or preferred
stock of the Company (other than an announcement with positive implications of a
possible upgrading, and no implication of a possible downgrading, of such
rating); (iii) any material suspension or material limitation of trading in
securities generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange, or any suspension of trading of any
securities of the Company on any exchange or in the over-the-counter market;
(iv) any banking moratorium declared by U.S. Federal or New York authorities; or
(v) any outbreak or escalation of major hostilities in which the United States
is involved, any declaration of war by Congress or any other substantial
national or international calamity or emergency if, in the judgment of a
majority in interest of the Purchasers including CSFBC, the effect of any such
outbreak, escalation, declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the offering or the sale of and
payment for the Offered Securities.
(c) The Purchasers shall have received an opinion, dated such Closing
Date, of Kirkland & Ellis, counsel for the Company, to the effect that:
(i) Each of the Company and its Subsidiaries is a corporation
validly existing and in good standing under the laws of the jurisdiction of
its incorporation, the Company has the full corporate power to enter into
and perform its obligations hereunder and the Company and each of its
subsidiaries has the corporate power to own and lease its properties and to
carry on its business as described in the Offering Document;
(ii) The Company and each of its Subsidiaries is duly
qualified to do business as a foreign corporation in and is in good
standing in each jurisdiction listed opposite its name on Attachment III
hereto;
(iii) All of the issued and outstanding shares of capital
stock of, or other ownership interests in, each of the Subsidiaries listed
on Attachment IV have been duly authorized and validly issued and are fully
paid and nonassessable, and to such counsel's knowledge, all such shares
are owned, directly or through wholly owned Subsidiaries of the Company, by
the Company, free and clear of any lien, except as described in the
Offering Document;
16
<PAGE>
(iv) (A) Each of the Company Agreements has been duly
authorized, executed and delivered by the Company and (B) each of the
Offered Securities delivered on such Closing Date has been duly authorized,
executed, issued and delivered and is fully paid and nonassessable;
(v) The Offered Securities delivered on such Closing Date are
convertible into the shares of Company Common Stock in accordance with the
Certificate of Designations; the Underlying Shares issuable upon conversion
of the Offered Securities have been duly authorized and reserved for
issuance upon such conversion and, when issued upon such conversion in
accordance with the Certificate of Designations, will be validly issued,
fully paid and nonassessable; and the stockholders of the Company have no
preemptive rights with respect to the Offered Securities or the Underlying
Shares;
(vi) No consent, approval, authorization or order of, or
filing with, any governmental agency or body or any court is required for
the consummation by the Company of the transactions contemplated by this
Agreement and the Registration Rights Agreement in connection with the
issuance or sale of the Offered Securities by the Company, except for (A)
any of the foregoing as may be required under state securities or blue sky
laws and (B) in connection with the Registration Rights Agreement, (1) the
filing of the Shelf Registration Statement with the Commission under the
Securities Act and (2) the order of the Commission declaring the Shelf
Registration Statement effective;
(vii) Except as set forth in the Offering Document, to such
counsel's knowledge, there are no legal or governmental proceedings,
pending or actively threatened against, the Company or any of its
subsidiaries or any of their respective properties that, if determined
adversely to the Company or any of its subsidiaries, would individually or
in the aggregate have a Material Adverse Effect;
(viii) To such counsel's knowledge, there are no outstanding
options, warrants or other rights calling for the issuance of, or any
commitment, plan or arrangement to issue, any shares of capital stock of
the Company or any security convertible into or exchangeable or exercisable
for any capital stock of the Company, except as described in the Offering
Document.
(ix) The execution, delivery and performance of this
Agreement and the Company Agreements, the issuance and sale of the Offered
Securities, and compliance by the Company with the terms and provisions
hereof and thereof will not (A) violate any statute, rule, regulation or
order of which such counsel is aware of any governmental agency or body or
any court having jurisdiction over the Company or any Subsidiary of the
Company or any of their respective properties, (B) to such counsel's
knowledge, breach the provisions of, or cause a default under, any
agreement or instrument to which the Company or any
17
<PAGE>
such Subsidiary is a party or by which the Company or any such Subsidiary
is bound or to which any of the properties of the Company or any such
Subsidiary is subject, or (C) violate any provision of the charter, by-laws
or any other constitutive document of the Company or any such Subsidiary;
(x) The Exchange Act Reports, when they were filed with the
Commission, appeared on their face to comply as to form in all material
respects with the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder; while such counsel is not passing
upon and does not assume responsibility for the accuracy, completeness or
fairness of the statements contained in the Offering Document except to the
extent specifically set forth in this paragraph (x), such counsel has no
reason to believe that the Offering Document or any amendment or supplement
thereto (including Exchange Act Reports) as of its date and as of such
Closing Date, contains any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they
are made, not misleading; the statements in the Offering Document under
the captions "The Remarketing," "The Remarketing Agent," "Description of
HIGH TIDES," "Registration Rights," "Certain United States Federal Income
Tax Consequences," and "Description of Capital Stock," insofar as such
statements constitute summaries of laws, regulations, legal matters,
agreements or other legal documents referred to therein, are accurate in
all material respects and fairly summarize the matters referred to therein;
it being understood that such counsel need express no opinion or belief as
to the financial statements or other financial or statistical data derived
therefrom included in the Offering Document;
(xi) This Agreement has been duly authorized, executed and
delivered by the Company; and
(xii) Based upon and assuming the accuracy of the
representations and warranties set forth in this Agreement, it is not
necessary in connection with either (A) the offer, sale and delivery to the
Purchasers of the Offered Securities or (B) the resales of the Offered
Securities by the Purchasers in the manner contemplated by this Agreement,
to register the Offered Securities under the Securities Act.
(d) The Purchasers shall have received an opinion, dated such Closing
Date, of Davis Wright Tremaine LLP, FCC Counsel to the Company, to the effect
that:
(i) Except as previously made or obtained, or as disclosed in the
Offering Document, as the case may be, no filing or registration with, or
authorization, approval, consent, license, order, qualification or decree
of any court or administrative agency or authority is necessary or required
under the Federal Communications Laws to be obtained or made by the Company
or any Subsidiary of the Company for the consummation of the Transactions
described in
18
<PAGE>
the Offering Document or in connection with the execution or delivery by
the Company of the Company Agreements, the performance by the Company of
the transactions contemplated thereby or the offering, issuance or sale of
the Offered Securities, all as of the date hereof.
(ii) To their knowledge, neither the Company nor any of its
Subsidiaries is in violation in any material respect of any Federal
Communications Law or in violation of any published order of any court or
administrative agency or authority relating thereto.
(iii) The Company and the identified Subsidiaries are the
holders of the Current FCC Licenses, all of which are in full force and
effect, for the maximum term customarily issued, with no material
conditions, restrictions or qualifications other than as described in the
Offering Document or that appear in the ordinary course in the Current FCC
Licenses, and to their knowledge, such Current FCC Licenses constitute all
of the commercial radio station licenses necessary for the Company and the
Subsidiaries to own their properties and to conduct their businesses in the
manner and to the full extent now operated as described in the Offering
Document. To their knowledge there are no facts or circumstances which
would justify the Commission denying the pending applications for
assignment of any of the Prospective FCC Licenses, or approving the
assignment for less than the maximum term customarily issued, or with
material conditions, restrictions or qualifications other than as described
in the Offering Document.
(iv) The execution, delivery and performance of this
Agreement, and the issuance and sale of the Offered Securities do not and
will not violate any of the terms or provisions of, or constitute a default
under (A) the Federal Communications Laws or (B) the Current FCC licenses
held by the Company or any Subsidiary of the Company.
(v) There are no published or, to their knowledge, unpublished
FCC orders, decrees or rulings outstanding against the Company or any of
its Subsidiaries or any pending or threatened actions, suits or proceedings
against the Company or any of its subsidiaries by or before the FCC that
seek to revoke, or if determined adversely to the Company or any of its
subsidiaries, would have a Material Adverse Effect or would result in a
revocation or non-renewal of, any of the Current FCC Licenses, other than
as disclosed in the Offering Document.
(e) The Purchasers shall have received from Skadden, Arps, Slate,
Meagher & Flom LLP, counsel for the Purchasers, such opinion or opinions, dated
such Closing Date, with respect to the incorporation of the Company, the
validity of the Offered Securities delivered on such Closing Date, the Offering
Document and other related matters as the Purchasers
19
<PAGE>
may require, and the Company shall have furnished to such counsel such documents
as they request for the purpose of enabling them to pass upon such matters.
(f) The Purchasers shall have received a certificate, dated such
Closing Date, of the Chief Executive Officer and the Chief Financial Officer of
the Company, in which such officers, to the best of their knowledge after
reasonable investigation, shall state that: the representations and warranties
of the Company in this Agreement are true and correct; the Company has complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to such Closing Date; and, subsequent to the
date of the most recent financial statements in the Offering Document, there has
been no material adverse change, nor any development or event involving a
prospective material adverse change, in the condition (financial or other),
business, properties or results of operations of the Company and its
Subsidiaries taken as a whole except as set forth in or contemplated by the
Offering Document or as described in such certificate.
(g) The Purchasers shall have received a letter, dated such Closing
Date, of Arthur Anderson LLP which meets the requirements of subsection (a) of
this Section, except that the specified date referred to in such subsection will
be a date not more than three days prior to such Closing Date for the purposes
of this subsection.
The Company will furnish the Purchasers with such conformed copies of
such opinions, certificates, letters and documents as the Purchasers reasonably
request. CSFBC may in its sole discretion waive on behalf of the Purchasers
compliance with any conditions to the obligations of the Purchasers hereunder,
whether in respect of an Optional Closing Date or otherwise.
7. Indemnification and Contribution. (a) The Company will
indemnify and hold harmless each Purchaser, its partners, directors and officers
and each person, if any, who controls such Purchaser within the meaning of
Section 15 of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such Purchaser may become subject, under
the Securities Act or the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Offering Document, or any amendment or supplement thereto,
or the Exchange Act Reports or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, in the
light of the circumstances under which they were made, including the Company's
failure to perform its obligations under Section 5(a) of this Agreement, and
will reimburse each Purchaser for any legal or other expenses reasonably
incurred by such Purchaser in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with
written information furnished to the Company by any Purchaser through CSFBC
specifically for use therein,
20
<PAGE>
it being understood and agreed that the only such information furnished by any
Purchaser consists of the information described as such in subsection (b) below.
(b) Each Purchaser will severally and not jointly indemnify and hold
harmless the Company, and its directors, and officers and each person, if any
who controls the Company within the meaning of Section 15 of the Securities Act
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Offering Document, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Purchaser
through CSFBC specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Purchaser consists of the following information in
the Offering Document furnished on behalf of each Purchaser: the information
contained in the second sentence in the fifth paragraph, third sentence of the
ninth paragraph, tenth paragraph and second sentence of the eleventh paragraph
under the caption "Plan of Distribution."
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
the indemnifying party from any liability which it may have to any indemnified
party otherwise than under subsection (a) or (b) above. In case any such action
is brought against any indemnified party and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an indemnified party.
21
<PAGE>
(d) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Purchasers on the other from the offering of the Offered
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Purchasers on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Purchasers on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
the Company bear to the total discounts and commissions received by the
Purchasers from the Company under this Agreement. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the Purchasers
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), no Purchaser shall be required to contribute
any amount in excess of the amount by which the total price at which the Offered
Securities purchased by it were resold exceeds the amount of any damages which
such Purchaser has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. The Purchasers'
obligations in this subsection (d) to contribute are several in proportion to
their respective purchase obligations and not joint.
(e) The obligations of the Company under this Section shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Purchaser within the meaning of the Securities Act or the Exchange Act; and the
obligations of the Purchasers under this Section shall be in addition to any
liability which the respective Purchasers may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act.
8. Default of Purchasers. If any Purchaser or Purchasers default in
their obligations to purchase Offered Securities hereunder on either the First
or any Optional Closing Date and the aggregate liquidation amount of Offered
Securities that such defaulting Purchaser or Purchasers agreed but failed to
purchase does not exceed 10% of the total liquidation amount of Offered
Securities that the Purchasers are obligated to purchase on such Closing Date,
CSFBC may make arrangements satisfactory to the Company for the purchase of such
Offered Securities by other persons, including any of the Purchasers, but if no
such arrangements are made by such Closing Date, the non-defaulting Purchasers
shall be obligated severally, in proportion to their respective
22
<PAGE>
commitments hereunder, to purchase the Offered Securities that such defaulting
Purchasers agreed but failed to purchase on such Closing Date. If any Purchaser
or Purchasers so default and the aggregate liquidation amount of Offered
Securities with respect to which such default or defaults occur exceeds 10% of
the total liquidation amount of Offered Securities that the Purchasers are
obligated to purchase on such Closing Date and arrangements satisfactory to
CSFBC and the Company for the purchase of such Offered Securities by other
persons are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Purchaser or the
Company, except as provided in Section 9 (provided that if such default occurs
with respect to Optional Securities after the First Closing Date, this Agreement
will not terminate as to the Firm Securities or any Optional Securities
purchased prior to such termination). As used in this Agreement, the term
"Purchaser" includes any person substituted for an Purchaser under this Section.
Nothing herein will relieve a defaulting Purchaser from liability for its
default.
9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or their officers and of the several Purchasers set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Purchaser, the Company or any of their respective
Purchasers, officers or directors or any controlling person, and will survive
delivery of and payment for the Offered Securities. If this Agreement is
terminated pursuant to Section 8 or if for any reason the purchase of the
Offered Securities by the Purchasers is not consummated, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5 and the respective obligations of the Company and the Purchasers
pursuant to Section 7 shall remain in effect, and if any Offered Securities have
been purchased hereunder the representations and warranties in Section 2 and all
obligations under Section 5 shall also remain in effect. If the purchase of the
Offered Securities by the Purchasers is not consummated for any reason other
than solely because of the termination of this Agreement pursuant to Section 8
or the occurrence of any event specified in clause (iii), (iv) or (v) of Section
6(b), the Company will reimburse the Purchasers for all out-of-pocket expenses
(including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Offered Securities.
10. Notices. All communications hereunder will be in writing and, if
sent to the Purchasers, will be mailed, delivered, telegraphed and confirmed or
faxed and confirmed to the Purchasers, c/o Credit Suisse First Boston
Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention:
Investment Banking Department--Transactions Advisory Group, or, if sent to the
Company, will be mailed, delivered, telegraphed and confirmed or faxed and
confirmed to it at Radio One, Inc., 5900 Princess Garden Parkway, 8/th/ Floor,
Lanham, Maryland 20706, Attention: General Counsel; provided, however, that any
notice to a Purchaser pursuant to Section 7 will be mailed, delivered,
telegraphed and confirmed, or faxed and confirmed to such Purchaser.
11. Information in Offering Document. All financial statements and
schedules included in material incorporated by reference into the Offering
Document shall be deemed included in the Offering Document for purposes of this
Agreement.
23
<PAGE>
12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder, except that holders of
Offered Securities shall be entitled to enforce the agreements for their benefit
contained in the second and third sentences of Section 5(b) hereof against the
Company as if such Holders were partis hereto.
13. Representation of Purchasers. CSFBC will act for the several
Purchasers in connection with this financing, and any action under this
Agreement taken by CSFBC will be binding upon all the Purchasers.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
15. Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to principles of conflicts of laws.
The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
[Signature page follows.]
24
<PAGE>
If the foregoing is in accordance with the Purchasers' understanding of our
agreement, kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement between the Company, and the
several Purchasers in accordance with its terms.
Very truly yours,
RADIO ONE, INC.
By: /s/ Alfred C. Liggins
Name: Alfred C. Liggins
Title: President & CEO
<PAGE>
The foregoing Purchase Agreement is hereby confirmed and accepted as of the
date first above written.
Credit Suisse First Boston Corporation
Deutsche Bank Securities Inc
Morgan Stanley & Co. Incorporated
Banc of America Securities LLC
First Union Securities, Inc.
Acting on behalf of themselves and as the
Representatives of the several
Purchasers
By: Credit Suisse First Boston Corporation
By: /s/ Kristin M. Allen
Name: Kristin M. Allen
Title: Managing Director
<PAGE>
SCHEDULE A
Number of
Purchaser Firm Securities
--------- ---------------
Credit Suisse First Boston Corporation.................... 123,500
Deutsche Bank Securities Inc.............................. 71,500
Morgan Stanley & Co. Incorporated......................... 26,000
Banc of America Securities LLC............................ 19,500
First Union Securities, Inc............................... 19,500
-------
Total.................................................... 260,000
=======
<PAGE>
SCHEDULE B
1. Warrantholders' Agreement by and among Radio One, Inc., Radio One Licenses,
Inc. and the other parties thereto, dated as of June 6, 1995, as amended.
2. Registration Rights Agreement by and among Radio One, Inc. and the other
parties thereto, dated as of March 30, 1999.
3. Registration Rights Agreement by and between Radio One, Inc. and Gregory A.
Davis, dated as of June 7, 2000.
4. Registration Rights Agreement by and between Radio One, Inc. and Shirk,
Inc., dated as of June 8, 2000.
S-4
<PAGE>
Attachment I
------------
Radio One Licenses, Inc.
------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ------------- ---------------
<S> <C> <C> <C> <C>
WKYS(FM) Washington, DC 73200 BMLH-990514KD 10/1/03
BRH-950601YR 10/1/03
BLH-900130KB 10/1/03
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- ----------- ---------------
KPH-709 BPLRE-880822MG 10/1/03
KPJ-713 BPLRE-880421MB 10/1/03
WHM-976 BMLST-830307MC 10/1/03
KPH-735 BPLRE-860823MY 10/1/03
KGL-356 BALRE-880406MF 10/1/03
KGL-357 BALRE-880406ME 10/1/03
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ----------- ---------------
WOL(AM) Washington, DC 54713 BR-950601B3 10/1/03
BZ-921119AA
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- ----------- ---------------
WLP-796 BLST-900202ME 10/1/03
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ----------- ---------------
WMMJ(FM) Bethesda, MD 54712 BLH-990506KA 10/1/03
BRH-950601ZG 10/1/03
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- ----------- ---------------
<S> <C> <C> <C> <C>
WLP-729 BPLST-900126MH 10/1/03
WLD-724 BLST-81009MK 10/1/03
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ----------- ---------------
WOLB(AM) Baltimore, MD 54711 BR-950601VG 10/1/03
BL-860207AJ 10/1/03
Auxiliaries
--------------
NONE
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ------------ ---------------
WERQ-FM Baltimore, MD 68827 BRH-950601ZF 10/1/03
BLH-891228KA 10/1/03
BLH-891228KB 10/1/03
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- ----------- ---------------
WLE-939 BPLST-900220MA 10/1/03
KPK-392 BPLRE-900220ME 10/1/03
KPK-262 BPLRE-900313MG 10/1/03
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ----------- ---------------
WWIN(AM) Baltimore, MD 54709 BR-950601VE 10/1/03
BZ-900430AH 10/1/03
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- ----------- ---------------
WLP-458 BPLST-890321MD 10/1/03
</TABLE>
S-6
<PAGE>
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
WWIN-FM Glen Burnie, MD 54710 BRH-950601VF 10/1/03
BMLH-920325KC 10/1/03
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- -------------- ---------------
WHS-275 BPLST-890321MC 10/1/03
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ----------- ---------------
WPHI-FM Jenkintown, PA 30572 BRH-980401YU 8/1/06
BLH-870408KA 8/1/06
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- -------------- ---------------
WLJ-410 BMLST-861125MH 8/1/06
KB-97399 BMLRE-871016MB 8/1/06
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ----------- ---------------
WERE(AM) Cleveland, OH 41389 BR-960603A2 10/1/04
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- -------------- ---------------
WPG-82 01038GEN 10/1/04
WLP-789 BPLST-900113ME 10/1/04
</TABLE>
S-7
<PAGE>
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
WENZ(FM) Cleveland, OH 2685 BRH-960603YL 10/1/04
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- ----------- ---------------
WPNK-639 10/1/04
KPJ-798 BPLRE-890403ME 10/1/04
KPJ-797 BPLRE-890406MF 10/1/04
WLL-613 BPLIC-880531ME 10/1/04
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- --------------- ---------------
WFUN-FM Bethalto, IL 4948 BLH-20000616AEK --
BPH-981214ID 3/21/02
BRH-960731WS 12/1/04
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- ----------- ---------------
WLP-556 Not Available 12/1/04
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ------------ ---------------
WBOT(FM) Brockton, MA 19633 BLH-990611KA 4/1/06
BPH-981020IB 7/29/00
BRH-971126A2 4/1/06
Auxiliaries
--------------
NONE
</TABLE>
S-8
<PAGE>
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ------------- ---------------
<S> <C> <C> <C> <C>
WDYL(FM) Chester, VA 27439 BMLH-981007KA 10/1/03
BRH-950531VX 10/1/03
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- ------------- ---------------
WPOT-853 Not Available 10/1/03
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ------------ ---------------
WARV-FM Petersburg, VA 21826 BLH-931007KC 10/1/03
BRH-950605YQ 10/1/03
Auxiliaries
--------------
NONE
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ------------ ---------------
WKJS(FM) Crewe, VA 321 BRH-950601ZQ 10/1/03
BLH-990302KA 10/1/03
Auxiliaries
--------------
NONE
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ------------ ---------------
WPLY(FM) Media, PA 25079 BLH-980813KB 8/1/06
BRH-980318K4 8/1/06
BLH-821101AI 8/1/06
BMLH-840207AM
</TABLE>
S-9
<PAGE>
<TABLE>
<CAPTION>
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- ----------- ---------------
<S> <C> <C> <C> <C>
KC23223 920902MF 8/1/06
WHQ384 820921MH 8/1/06
WPNH614 502881 8/1/06
WPKN512 9703D073339 8/1/06
KPM479 9306480336 8/1/06
KPH283 870324MB 8/1/06
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- --------------- ---------------
WYJZ(FM) Lebanon, IN 620 BLH-20000516AAY 8/1/04
BRH-960401B7 8/1/04
BPH-981113IH 2/9/03
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- ----------- ---------------
WPNI487 505705 8/1/04
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ----------- ---------------
WHHH(FM) Indianapolis, IN 60207 BLH-911115KC 8/1/04
BRH-960325YG 8/1/04
Auxiliaries
--------------
Call Sign File Number(s) Expiration Date
-------------- -------------- ---------------
WMV376 502556 8/1/04
WPNG437 503457 8/1/04
WPNG742 505704 8/1/04
WPNJ364 505706 8/1/04
KPJ786 9612D065134 8/1/04
KPK523 920219MP 8/1/04
WPLP690 9707D089395 8/1/04
</TABLE>
S-10
<PAGE>
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
WBKS(FM) Greenwood, IN 25071 BPH-980904IE
BLH-940217KB 8/1/04
BRH-960321WN 8/1/04
Auxiliaries
--------------
Call Sign File Number(s) Expiration Date
-------------- -------------- ---------------
WMV377 505707 8/1/04
WMU-445 BPST-930909MC 8/1/04
FCC Licenses
------------
W53AV(LPTV), Indianapolis, IN
w65DW(LPTV), Indianapolis, IN
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
W65DW Indianapolis, IN 28199 BLTTL-19931022JT 8/1/05
BRTTL-19980330AL 8/1/05
BPTTL-19981014JB** 6/29/02
Auxiliaries
-----------
NONE
** Construction Permit granted but has not been built. Upon completion of
construction, Station W65DW(LPTV) will replace Station W53AV(LPTV).
</TABLE>
S-11
<PAGE>
Radio One of Augusta, Inc.
--------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- --------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
WTHB(AM) Augusta, GA 15843 BR-19951201A6 4/1/04
BZ-19990727DD 4/1/04
Auxiliaries
--------------
NONE
FCC Licenses
--------------
Call Sign City of License Facility ID File Number Expiration Date
-------------- --------------- ----------- -------------- ---------------
WAEG(FM) Evans, GA 31941 BLED-911213KC 4/1/96
BRH-951204YP 4/1/04
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- -------------- ---------------
WPOT917 505939 4/1/04
FCC Licenses
--------------
Call Sign City of License Facility ID File Number Expiration Date
-------------- --------------- ----------- -------------- ---------------
WAKB(FM) Wrens, GA 15849 BR-951201A2 4/1/04
BL-790529AC 4/1/04
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- -------------- ---------------
KOS-314 BPLRE-810831MA 4/1/04
WMV622 500100 4/1/04
</TABLE>
S-12
<PAGE>
<TABLE>
<CAPTION>
FCC Licenses
--------------
Call Sign City of License Facility ID File Number Expiration Date
-------------- --------------- ----------- -------------- ---------------
<S> <C> <C> <C> <C>
WAEJ(FM) Waynesboro, GA 31942 BRH-951204YT 4/1/03
BLH-901220KC 4/1/03
Auxiliaries
--------------
Call Sign File Number(s) Expiration Date
-------------- -------------- ---------------
WPOT918 505940 4/1/04
WME-828 BPLST-910102MJ 4/1/04
FCC Licenses
--------------
Call Sign City of License Facility ID File Number Expiration Date
-------------- --------------- ----------- -------------- ---------------
WFXA-FM Augusta, GA 15848 BLH-990326KB 4/1/04
BRH-951201A4 4/1/04
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- -------------- ---------------
KC25254 9501481133 4/1/04
RADIO ONE OF NORTH CAROLINA, INC.
---------------------------------
FCC Licenses
-------------
Call Sign City of License Facility ID File Number Expiration Date
------------- --------------- ----------- ------------ ---------------
WCCJ(FM) Harrisburg, NC 28898 BLH-950206KA 12/1/03
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- ------------ ---------------
WPJE693 501576 12/1/03
WPJA580 12/1/03
</TABLE>
S-13
<PAGE>
Radio One of Detroit, Inc.
--------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
-------------- --------------- ----------- -------------- ---------------
<S> <C> <C> <C> <C>
WCHB(AM) Taylor, MI 4598 BMP-990806AB 10/1/04
BL-990802DC 10/1/04
BMP-980320JA 10/1/04
BR-960531ZQ 10/1/04
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- -------------- ---------------
WME-881 BPST-910619MC 10/1/04
FCC Licenses
--------------
Call Sign City of License Facility ID File Number Expiration Date
-------------- --------------- ----------- -------------- ---------------
WDTJ-FM Detroit, MI 4597 BRH-960531XP 10/1/04
Auxiliaries
--------------
Call Sign File Number Expiration Date
-------------- -------------- ---------------
WHA-837 BMLST-830916MB 10/1/04
FCC Licenses
--------------
Call Sign City of License Facility ID File Number Expiration Date
-------------- --------------- ----------- -------------- ---------------
WJZZ(AM) Kingsley, MI 4599 BL-980205KB 10/1/04
BP-980114AA 10/1/04
BP-970114AC 10/1/04
BR-960531XR 10/1/04
Auxiliaries
-----------
NONE
</TABLE>
S-14
<PAGE>
Broadcast Holdings, Inc.
------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
------------- ---------------- ----------- --------------- ---------------
<S> <C> <C> <C> <C>
WYCB(AM) Washington, DC 7038 BR-950601WA 10/1/03
Auxiliaries
-----------
NONE
ROA Licenses, Inc.
------------------
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
------------- ---------------- ----------- --------------- ---------------
WHTA(FM) Fayetteville, GA 3105 BMPH-981119JB 4/1/04
BRH-951130ZC 4/1/04
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- --------------- ---------------
NONE
Allur Licenses, Inc.
--------------------
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
------------- ---------------- ----------- --------------- ---------------
WDMK(FM) Mt. Clemens, MI 54915 BRH-960603V4 10/1/04
BMLH-20000512AAD*
Auxiliaries
-----------
NONE
</TABLE>
S-15
<PAGE>
<TABLE>
<CAPTION>
Dogwood Licenses, Inc.
----------------------
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
----------- --------------- ----------- ------------ ---------------
<S> <C> <C> <C> <C>
WAMJ(FM) Roswell, GA 31872 BLH-990520HA 10/1/04
BLH-971222KH 10/1/04
Auxiliaries
-----------
NONE
</TABLE>
S-16
<PAGE>
ATTACHMENT II
INFINITY BROADCASTING CORP. of DALLAS
-------------------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
------------- ------------------- --------------- ------------------- ------------------
<S> <C> <C> <C> <C>
KLUV(AM) Dallas, TX 25375 BAL-20000518ABK* --
BR-970327WQ 8/1/05
BL-960301AC 8/1/05
* Assignment/Transfer Application Resulting in Ownership by Radio One Licenses,
Inc.
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- ------------------- ------------------
KC27773 9405480800 8/1/05
WEC21 0000033460 8/1/05
CLEAR CHANNEL RADIO LICENSES, INC.
----------------------------------
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
------------- ------------------- --------------- ------------------- ------------------
KBXX(FM) Houston, TX 11969 BALH-20000315ACS* --
BALH-20000328AEL** --
BLH-831026AD 8/1/05
BLH-840229DM 8/1/05
BRH-970401V6 8/1/05
* Assignment/Transfer Application Resulting in Ownership by Radio One Licenses,
Inc.
** Pending Assignment Application to the CCU/AMFM Trust I, Charles E. Giddens,
Trustee
</TABLE>
S-17
<PAGE>
<TABLE>
<CAPTION>
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- --------------------- ------------------
<S> <C> <C>
WGZ529 BPLST-801112ME 8/1/05
KPE667 BMLRE-831103MG 8/1/05
WHY-622 BPLRE-830614ME 8/1/05
KB96320 871027MD 8/1/05
WCD977 500682 8/1/05
</TABLE>
CLEAR CHANNEL RADIO LICENSES, INC.
----------------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
------------- ------------------ -------------- --------------------- ------------------
<S> <C> <C> <C> <C>
KMJQ(FM) Houston, TX 11971 BALH-20000315ACT* --
BALH-20000328AEQ** --
BLH-901204KD 8/1/05
BRH-970401V5 8/1/05
* Assignment/Transfer Application Resulting in Ownership by Radio One Licenses,
Inc.
** Pending Assignment Application to the CCU/AMFM Trust I, Charles E. Giddens,
Trustee
</TABLE>
<TABLE>
<CAPTION>
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- --------------------- ------------------
<S> <C> <C>
WGV720 00800GEN 8/1/05
KOS408 830628MB 8/1/05
KYY227 860815MC 8/1/05
WCQ478 841212MA 8/1/05
KB97239 900731MD 8/1/05
</TABLE>
S-18
<PAGE>
AMFM RADIO LICENSES, L.L.C.
---------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- ------------------- --------------- --------------------- ------------------
<S> <C> <C> <C> <C>
WZAK(FM) Cleveland, OH 74465 BALH-20000315ACK* --
BALH-20000328AEK** --
BTCH-19991116BCI*** --
BLH-4273 10/1/04
BRH-960531YK 10/1/04
</TABLE>
* Assignment/Transfer Application Resulting in Ownership by Radio One
Licenses, Inc.
** Pending assignment application to the CCU/AMFM Trust I, Charles E. Gidden,
Trustee
*** Pending transfer of control application from Shareholders of AMFM Inc. to
Clear Channel Communications, Inc.
<TABLE>
<CAPTION>
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- --------------------- ------------------
<S> <C> <C>
WAC257 930419MD 10/1/04
KC23135 9308480450 10/1/04
</TABLE>
AMFM RADIO LICENSES, L.L.C.
---------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
--------- ------------------- --------------- --------------------- ------------------
<S> <C> <C> <C> <C>
WVCG(AM) Coral Gables, FL 74165 BAL-20000315ACM* --
BAL-20000328AEI** --
BTC-19991116BBH*** --
BL-800513AA 2/1/04
BR-950929VF 2/1/04
* Assignment/Transfer Application Resulting in Ownership by Radio One
Licenses, Inc.
** Pending Assignment Application to the CCU/AMFM Trust I, Charles E. Giddens,
Trustee
*** Pending transfer of control application from Shareholders of AMFM Inc. to
Clear Channel Communications
</TABLE>
S-19
<PAGE>
<TABLE>
<CAPTION>
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- --------------------- ------------------
<S> <C> <C>
KIY675 921524 2/1/04
WSJ66 01068GEN 2/1/04
</TABLE>
CAPSTAR TX LTD. PARTNERSHIP
---------------------------
<TABLE>
<CAPTION>
FCC Licenses
---------------------------------
Call Sign City of License Facility ID File Number Expiration Date
------------- ------------------ -------------- --------------------- ------------------
<S> <C> <C> <C> <C>
KBFB(FM) Dallas, TX 9627 BALH-20000315ACU* --
BALH-20000328AFT** --
BLH-910515KB 8/1/05
BLH-901212KB 8/1/05
BRH-970328M9 8/1/05
</TABLE>
* Assignment/Transfer Application Resulting in Ownership by Radio One Licenses,
Inc.
**Pending Assignment Application to the CCU/AMFM Trust I, Charles E. Giddens,
Trustee
<TABLE>
<CAPTION>
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- --------------------- ------------------
<S> <C> <C>
WMU-625 BPLST-931207MP 8/1/05
KXK-20 BPLST-880310MG 8/1/05
</TABLE>
CLEAR CHANNEL BROADCASTING LICENSES, INC.
-----------------------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
----------- --------------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C>
WFXC(FM) Durham, NC 36952 BALH-20000315ACN* --
BALH-20000328AEU** --
BLH-930720KA 12/1/03
BRH-950801UE 12/1/03
</TABLE>
* Assignment/Transfer Application Resulting in Ownership by Radio One
Licenses, Inc.
** Pending Assignment Application to the CCU/AMFM Trust I, Charles E. Giddens,
Trustee
S-20
<PAGE>
<TABLE>
<CAPTION>
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- ------------------ ---------------
<S> <C> <C>
WLD-667 BPLST-831202WY 12/1/03
WLG-432 BPLST-850611MD 12/1/03
WLG-434 BPLST-850611MN 12/1/03
WLJ-648 9202121MA 12/1/03
WPNI776 503041 12/1/03
</TABLE>
CLEAR CHANNEL BROADCASTING LICENSES, INC.
-----------------------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
----------- --------------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C>
WFXK(FM) Tarboro, NC 24931 BALH-20000315ACO* --
BALH-20000328AEV** --
BLH-900209KD 12/1/03
BRH-950728UO 12/1/03
</TABLE>
* Assignment/Transfer Application Resulting in Ownership by Radio One Licenses,
Inc.
** Pending Assignment Application to the CCU/AMFM Trust I, Charles E. Giddens,
Trustee
<TABLE>
<CAPTION>
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- ------------------ ---------------
<S> <C> <C>
WLF-841 BPLST-861014MD 12/1/03
KB-97311 BLNRE-900924MA 12/1/03
KB-97243 BLNRE-900925MH 12/1/03
WLE-213 BMLST-920316MQ 12/1/03
WMU-228 BPLIC-930608MA 12/1/03
WLE-311 503042 12/1/03
</TABLE>
S-21
<PAGE>
CLEVELAND RADIO LICENSES, L.L.C.
--------------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
----------- --------------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C>
WJMO(AM) Cleveland Heights, OH BALH-20000315ACJ* --
BLH-850910AD 10/1/04
BRH-960524ZT 10/1/04
</TABLE>
* Assignment/Transfer Application Resulting in Ownership by Radio One
Licenses, Inc.
<TABLE>
<CAPTION>
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- ------------------ ---------------
<S> <C> <C>
WMU-640 BPLST-931216ML 10/1/04
KC23729 880818MD 10/1/04
KQC-912 BLRE-14176 10/1/04
KB8574 900956 10/1/04
KE5107 901715 10/1/04
</TABLE>
CLEAR CHANNEL BROADCASTING LICENSES, INC.
-----------------------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
----------- --------------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C>
WJMZ-FM Anderson, SC 1303 BALH-20000315ACR* --
BALH-20000328AEZ** --
BLH-790510AD 12/1/03
BRH-950801VV 12/1/03
</TABLE>
* Assignment/Transfer Application Resulting in Ownership by Radio One Licenses,
Inc.
** Pending Assignment Application to the CCU/AMFM Trust I, Charles E. Giddens,
Trustee
AUXILIARIES
-----------
S-22
<PAGE>
<TABLE>
<CAPTION>
Call Sign File Number Expiration Date
------------- ------------------ ---------------
<S> <C> <C>
WFD-561 BPLST-890309MH 12/1/03
</TABLE>
CLEAR CHANNEL BROADCASTING LICENSES, INC.
-----------------------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
----------- --------------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C>
WNNL(FM) Fuquay-Varina, NC 9728 BALH-20000315ACP* --
BLH-921001KA 12/1/03
BRH-950731B9 12/1/03
</TABLE>
* Assignment/Transfer Application Resulting in Ownership by Radio One Licenses,
Inc.
<TABLE>
<CAPTION>
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- ------------------ ---------------
<S> <C> <C>
WGZ571 501802 12/1/03
</TABLE>
CLEAR CHANNEL BROADCASTING LICENSES, INC.
-----------------------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
----------- --------------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C>
WQOK(FM) South Boston, VA 69559 BALH-20000315ACQ* --
BLH-870623KC 10/1/03
BRH-950601YD 10/1/03
* Assignment/Transfer Application Resulting in Ownership by Radio One Licenses,
Inc.
</TABLE>
S-23
<PAGE>
<TABLE>
<CAPTION>
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- ------------------ ---------------
<S> <C> <C>
KA-21487 BLRE-78092NJ 10/1/03
KA-21488 BLRE-780928NK 10/1/03
WLO217 870618MB 10/1/03
KPH867 870623MG 10/1/03
KB97163 870826MD 10/1/03
</TABLE>
AMFM RADIO LICENSES, INC.
-------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
----------- --------------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C>
KKBT(FM) Los Angeles, CA 70038 BTCH-19991116BAA* --
BALH-20000315ACL** --
BALH-20000328ADL*** --
BLH-961210KA 12/1/05
BRH-970730ZC 12/1/05
</TABLE>
* Pending transfer of control application from the Shareholders of AMFM Inc.
to Clear Channel Communications
** Assignment/Transfer Application Resulting in Ownership by Radio One
Licenses, Inc.
*** Pending Assignment Application to The CCU/AMFM Trust I, Charles E. Giddens,
Trustee held conditionally on the grant of the assignment to Radio One and
then dismissed.
<TABLE>
<CAPTION>
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- ------------------ ---------------
<S> <C> <C>
WPOT233 505648 12/1/05
KSZ63 505647 12/1/05
</TABLE>
S-24
<PAGE>
SINCLAIR TELECABLE, INC.
------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
----------- --------------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C>
WCDX(FM) Mechanicsville, VA 60473 BALH-990601EB* --
BPH-960828IC** --
BMLH-960816KA** --
BLH-960117KA 10/1/03
BRH-950601ZE 10/1/03
</TABLE>
* The acquisition of this station has been approved by the FCC, but the
acquisition has not yet been consummated.
** Grant of these applications is pending
<TABLE>
<CAPTION>
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- ------------------ ---------------
<S> <C> <C>
WPJB-291 500979 10/1/03
</TABLE>
SINCLAIR TELECABLE, INC.
------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
----------- --------------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C>
WGCV(AM) Petersburg, VA 60474 BAL-990601ED* --
BR-950601A9 10/1/03
</TABLE>
* The acquisition of this station has been approved by the FCC, but the
acquisition has not yet been consummated.
Auxiliaries
-----------
NONE
S-25
<PAGE>
SINCLAIR TELECABLE, INC.
------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
----------- --------------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C>
WPLZ-FM Petersburg, VA 60477 BALH-990601EC --
BR-950601XS 10/1/03
</TABLE>
* The acquisition of this station has been approved by the FCC, but the
acquisition has not yet been consummated.
<TABLE>
<CAPTION>
Auxiliaries
-------------
Call Sign File Number Expiration Date
------------- ------------------ ---------------
<S> <C> <C>
WPJB-290 500978 10/1/03
WPJB-292 500980 10/1/03
</TABLE>
COMMONWEALTH BROADCASTING, LLC
------------------------------
<TABLE>
<CAPTION>
FCC Licenses
------------
Call Sign City of License Facility ID File Number Expiration Date
----------- --------------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C>
WJRV(FM) Richmond, VA 3725 BALH-990601EA* --
BPH-981023KA 10/1/03
</TABLE>
* The acquisition of this station has been approved by the FCC, but the
acquisition has not yet been consummated.
Auxiliaries
-----------
NONE
S-26
<PAGE>
ATTACHMENT III
<TABLE>
<CAPTION>
Company/Subsidiary State of Incorporation Qualification Jurisdictions
------------------ ---------------------- ---------------------------
<S> <C> <C>
Radio One, Inc. Delaware California
District of Columbia
Florida
Illinois
Indiana
Maryland
Massachusetts
Michigan
Missouri
North Carolina
Ohio
Pennsylvania
South Carolina
Virginia
Radio One Licenses, Inc. Delaware District of Columbia
Illinois
Maryland
Massachusetts
Missouri
Ohio
Pennsylvania
Virginia
Bell Broadcasting Company Michigan Maryland
Radio One of Detroit, Inc. Delaware Maryland
Allur-Detroit, Inc. Delaware Michigan
Allur-Licenses, Inc. Delaware Michigan
Radio One of Atlanta, Inc. Delaware Georgia
ROA Licenses, Inc. Delaware Georgia
Dogwood Communications, Inc. Delaware Georgia
Dogwood Licenses, Inc. Delaware Georgia
</TABLE>
S-27
<PAGE>
<TABLE>
<CAPTION>
Company/Subsidiary State of Incorporation Qualification Jurisdictions
------------------ ---------------------- ---------------------------
<S> <C> <C>
Radio One of Augusta, Inc. Delaware Georgia
North Carolina
Radio One of North Carolina, Inc. Delaware North Carolina
Radio One of Charlotte, LLC Delaware South Carolina
Georgia
Davis Broadcasting of Charlotte, Inc. Delaware North Carolina
Radio One of Boston, Inc. Delaware Massachusetts
WYCB Acquisition Delaware
Corporation
Broadcast Holdings, Inc. District of Columbia
</TABLE>
S-28
<PAGE>
ATTACHMENT IV
RADIO ONE LICENSES, INC.
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES ISSUED
AUTHORIZED AND CLASS
----------------------------------------------------------------------
1,000 99 shares Common Stock
----------------------------------------------------------------------
BELL BROADCASTING COMPANY
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES ISSUED
AUTHORIZED AND CLASS
----------------------------------------------------------------------
800 800 shares of Class A Voting Common
----------------------------------------------------------------------
24,000 20,070.55 shares of Class B
Non-Voting Common
----------------------------------------------------------------------
WYCB ACQUISITION CORPORATION
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES ISSUED
AUTHORIZED AND CLASS
----------------------------------------------------------------------
1,000 100 shares Common Stock
----------------------------------------------------------------------
BROADCAST HOLDINGS, INC.
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES ISSUED
AUTHORIZED AND CLASS
----------------------------------------------------------------------
1,000 100 Common Stock
----------------------------------------------------------------------
500,000 0 Non-Voting Preferred Stock
----------------------------------------------------------------------
S-29
<PAGE>
RADIO ONE OF DETROIT, INC.
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES ISSUED
AUTHORIZED AND CLASS
----------------------------------------------------------------------
1,000 100 shares Common Stock
----------------------------------------------------------------------
ALLUR - DETROIT, INC.
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES ISSUED
AUTHORIZED AND CLASS
----------------------------------------------------------------------
1,000 400 shares Common Stock
----------------------------------------------------------------------
2,100 0 Non-Voting Preferred Stock
----------------------------------------------------------------------
ALLUR LICENSES, INC.
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES ISSUED
AUTHORIZED AND CLASS
----------------------------------------------------------------------
1,000 100 shares Common Stock
----------------------------------------------------------------------
RADIO ONE OF ATLANTA, INC.
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES ISSUED
AUTHORIZED AND CLASS
----------------------------------------------------------------------
10,000 100 shares Class A Common Stock
----------------------------------------------------------------------
4,670 0 Class B Common Stock
----------------------------------------------------------------------
S-30
<PAGE>
ROA LICENSES, INC.
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES ISSUED
AUTHORIZED AND CLASS
----------------------------------------------------------------------
1,000 100 shares Common Stock
----------------------------------------------------------------------
DOGWOOD COMMUNICATIONS, INC.
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES ISSUED
AUTHORIZED AND CLASS
----------------------------------------------------------------------
4,230 920 shares of Voting Common Stock
----------------------------------------------------------------------
400 280 shares of Non-Voting Common Stock
----------------------------------------------------------------------
DOGWOOD LICENSES, INC.
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES
AUTHORIZED AUTHORIZED
----------------------------------------------------------------------
1,000 100 shares of Common Stock
----------------------------------------------------------------------
RADIO ONE OF AUGUSTA, INC.
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES
AUTHORIZED AUTHORIZED
----------------------------------------------------------------------
1,000 100 shares of Common Stock
----------------------------------------------------------------------
S-31
<PAGE>
DAVIS BROADCASTING OF CHARLOTTE, INC.
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES
AUTHORIZED AUTHORIZED
----------------------------------------------------------------------
1,000 280 shares of Common Stock
----------------------------------------------------------------------
RADIO ONE OF NORTH CAROLINA, INC.
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES
AUTHORIZED AUTHORIZED
----------------------------------------------------------------------
1,000 100 shares of Common Stock
----------------------------------------------------------------------
RADIO ONE OF BOSTON, INC.
----------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES
AUTHORIZED AUTHORIZED
----------------------------------------------------------------------
1,000 100 shares of Common Stock
----------------------------------------------------------------------
S-32
