EXHIBIT 10.48
THIRD AMENDMENT TO PREFERRED STOCKHOLDERS' AGREEMENT
This THIRD AMENDMENT TO PREFERRED STOCKHOLDERS' AGREEMENT (this
"Amendment"), dated as of December 23, 1998, by and among the investors listed
as Series A Investors on Schedule A hereto (the "Series A Preferred Investors"),
the investors listed as Series B Investors on Schedule B hereto (the "Series B
Preferred Investors"), Radio One, Inc., a Delaware corporation (the "Company"),
Radio One Licenses, Inc., a Delaware corporation ("ROL"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇"), ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") and ▇▇▇▇▇ ▇. ▇▇▇▇▇ III ("▇▇▇▇▇")
(▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇ are hereinafter collectively referred to as the
"Management Stockholders," and together with the Company and ROL as the
"Interested Parties," and each an "Interested Party").
WHEREAS, the Series A Preferred Investors, the Series B Preferred
Investors, the Company, ROL and the Management Stockholders entered into a
Preferred Stockholders' Agreement (the "Amended Original Agreement") dated as of
May 14, 1997, as amended by that certain First Amendment, dated as of June 30,
1998, and that certain Second Amendment, dated as of November 23, 1998; and
WHEREAS, in connection with the closing of the transactions contemplated by
that certain Stock Purchase Agreement dated as of October 26, 1998, by and among
the Company and Syndicated Communications Venture Partners II, L.P., a Delaware
limited partnership (the "Detroit Allur Acquisition"), as to which the Investors
have previously given their consent by letter agreement dated October 2, 1998,
the Company desires to enter into a First Amendment (the "First Amendment") to
that certain Credit Agreement, dated as of June 30, 1998, by and among the
Company, Several Lenders from time to time thereto, NationsBank, N.A., and
Credit Suisse First Boston (the "CSFB Agreement"); and
WHEREAS, certain approvals, consents and amendments to the Amended Original
Agreement are required in order for the Company to enter into the First
Amendment and to take certain actions in connection therewith and in connection
with the Detroit Allur Acquisition.
NOW, THEREFORE, the parties hereto agree as follows:
1. Formation of Allur Licenses, Inc. The parties hereto hereby consent
pursuant to Section 6.4 of the Amended Original Agreement to the formation
of Allur Licenses, Inc., a Delaware corporation, for the purpose of acting
as a License Subsidiary (as such term is defined in the Amended Original
Agreement) holding the licenses, permits and authorizations required for
and/or used in the ownership and operation of the radio stations to be
acquired in the Detroit Allur Acquisition. It is understood and agreed
that, after the consummation of the Detroit Allur Acquisition, Allur
Licenses, Inc. will be wholly owned by the Company's then direct
subsidiary, Allur-Detroit, Inc.
2. CSFB Agreement.
(a) The parties hereto hereby consent to the First Amendment to the CSFB
Agreement and to the incurrence of indebtedness in the maximum principal
amount of $57,500,000 on the terms and conditions contemplated by the CSFB
Agreement, together with any and all interests, fees and other charges as
contemplated thereby and documents executed in connection with such First
Amendment.
(b) The Amended Original Agreement is hereby amended to delete Section
6.1(b) thereof in its entirety and replace it with the following:
"(b) Indebtedness in a principal amount not in excess of $57,500,000
outstanding under the Credit Agreement dated as of June 30, 1998 by and
among the Company, Credit Suisse First Boston, as Agent, and the several
lenders from time to time party thereto, as such agreement may be amended,
modified, replaced, renewed or otherwise changed except as respect to the
maximum principal amount of such Indebtedness or its rate of amortization
(the "CSFB Loan Agreement") and any refinancing of the Indebtedness under
the CSFB Loan Agreement on terms substantially similar or more favorable to
the Company than the terms of the CSFB Loan Agreement, provided that such
refinancing shall not (i) increase the interest rates to a rate greater
than the rate provided for under the terms of the CSFB Loan Agreement, (ii)
materially change the rate of amortization of the CSFB Loan Agreement,
(iii) extend the maturity of the CSFB Debt beyond its current maturity or
(iv) increase the principal amount of the CSFB Debt in an amount in excess
of $57,500,000; provided, that the Borrower is not otherwise in violation
of this clause (b)."
3. Miscellaneous.
(a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, AND SHALL
BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS. EACH OF THE INVESTORS AND THE INTERESTED PARTIES HEREBY
REPRESENTS, WARRANTS AND AGREES THAT THE NEGOTIATION OF THIS AGREEMENT HAS
TAKEN PLACE IN THE COMMONWEALTH OF MASSACHUSETTS. EACH OF THE INTERESTED
PARTIES HEREBY ACKNOWLEDGES THAT IT HAS CAREFULLY REVIEWED AND UNDERSTANDS
THE TERMS OF THIS AGREEMENT, HAS OBTAINED AND CONSIDERED THE ADVICE OF
COUNSEL WITH RESPECT TO SUCH TERMS AND HAS HAD AN OPPORTUNITY TO FULLY
NEGOTIATE SUCH TERMS.
(b) This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the
same instrument. Each counterpart may consist of a number of copies of
this Amendment, each of which may be signed by less than all of the parties
hereto, but together all such copies are signed by all of the parties
hereto.
(c) This Amendment amends the Amended Original Agreement and wherever
reference is made in the Amended Original Agreement to "the Agreement" or
"this Agreement," such
2
reference shall refer to the Amended Original Agreement as amended hereby.
The terms of this Amendment shall control any conflict between the Amended
Original Agreement and this Amendment. Otherwise, all other terms and
conditions of the Amended Original Agreement shall remain in full force and
effect.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
3
SCHEDULE A
Syncom Capital Corporation
Alliance Enterprise Corporation
Opportunity Capital Corporation
Medallion Capital, Inc.
TSG Ventures, L.P.
Fulcrum Venture Capital Corporation
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
(successor-in-interest to Greater Philadelphia Venture Capital Corporation,
Inc.)
SCHEDULE B
Alta Subordinated Debt Partners III, L.P.
BancBoston Investments Inc.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
IN WITNESS WHEREOF, the undersigned have executed this Third Amendment to
Preferred Stockholders' Agreement as a sealed instrument as of the day and year
first above written.
COMPANY:
-------
RADIO ONE, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
Title: President
SUBSIDIARY:
----------
RADIO ONE LICENSES, INC.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
Title: President
[Signature Page to First Amendment to Preferred Stockholders' Agreement]
SERIES B PREFERRED INVESTORS:
----------------------------
ALTA SUBORDINATED DEBT
PARTNERS III, L.P.
By: Alta Subordinated Debt
Management III, L.P., its
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: General Partner
BANCBOSTON INVESTMENTS INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually
[Signature Page to First Amendment to Preferred Stockholders' Agreement]
SERIES A PREFERRED INVESTORS:
----------------------------
SYNCOM CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
ALLIANCE ENTERPRISE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Executive Vice President
OPPORTUNITY CAPITAL CORPORATION
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
MEDALLION CAPITAL, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
TSG VENTURES L.P.
as successor-in-interest to TSG Ventures Inc.
[Signature Page to First Amendment to Preferred Stockholders' Agreement]
BY: TSGVI Associates, Inc., its General
Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: President
FULCRUM VENTURE CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, as successor-in-
interest to Greater Philadelphia Venture
Capital Corporation, Inc.
MANAGEMENT STOCKHOLDERS:
-----------------------
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, individually
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ III
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ III, individually
[Signature Page to First Amendment to Preferred Stockholders' Agreement]