Radio One, Inc. Announces Reduction in Minimum Tender Condition and Lender Consent to Credit Agreement Amendment

Press Release Source: Radio One, Inc. On Monday November 15, 2010, 6:45 am EST

WASHINGTON, Nov. 15, 2010 /PRNewswire-FirstCall/ -- Radio One, Inc. (the "Company" or "Radio One") (Nasdaq:ROIAK - News) today announced that it has amended certain of the terms of its pending exchange offer (the "Amended Exchange Offer") relating to its 8-7/8% Senior Subordinated Notes due 2011 (the "2011 Notes") and its 6-3/8% Senior Subordinated Notes due 2013 (the "2013 Notes" and together with the 2011 Notes, the "Existing Notes") to reduce the minimum tender condition relating to its 2011 Notes to provide that a minimum of 90% in aggregate principal amount outstanding of the 2011 Notes be validly tendered and not withdrawn. The other minimum tender condition that at least 95% of the combined aggregate principal amount outstanding of the 2011 Notes and the 2013 Notes be validly tendered and not withdrawn remains unchanged. The Company has obtained the required consent under the Support Agreement between it and certain holders of its Existing Notes to reduce the minimum tender condition relating to the tender of the 2011 Notes.

Except as set forth herein, the terms of the Amended Exchange Offer remain the same as set forth in the Amended and Restated Exchange Offer and Consent Solicitation Statement and Offering Memorandum, dated as of November 5, 2010 (the "Amended Offering Memorandum"), previously distributed to eligible holders.

The Company also announced that financial institutions holding the majority of outstanding loans and commitments under its senior secured credit facility (the "Credit Facility") have approved the proposed amendment to the Credit Facility (the "Credit Facility Amendment"). The effectiveness of the Credit Facility Amendment is conditioned on the completion of the Amended Exchange Offer. The Company does not believe reducing the minimum tender condition as set forth herein will adversely affect its ability to satisfy the conditions for the effectiveness of the Credit Facility Amendment.

The completion of the Amended Exchange Offer is subject to a number of conditions (the "Offer Conditions") in addition to the minimum tender conditions, as set forth in the Amended Offering Memorandum.

The Amended Exchange Offer is only made, and copies of the offering documents will only be made available, to holders of Existing Notes that have certified certain matters to the Company, including their status as a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act or as a "non-U.S. Person" within the meaning of the Securities Act (together, "eligible holders"). BNY Mellon Shareowner Services is acting as exchange agent and information agent and may be contacted at (800) 777-3674 or (201) 680-6579.

The Amended Exchange Offer will expire at 5:00 p.m., New York City time, on November 19, 2010, unless extended by the Company, which time is the "Expiration Time." The "Settlement Date" will be a date promptly following the Expiration Time, assuming the Offer Conditions continue to be satisfied or waived.

The new securities issued pursuant to the Amended Exchange Offer have not been registered under the Securities Act or any state securities laws. Therefore, the new securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

This press release does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities. The offer is being made only pursuant to an offering memorandum and related offering materials and only to such persons and in such jurisdictions as is permitted under applicable law.