exv10w1



 





Exhibit 10.1




WAIVER
TO CREDIT AGREEMENT




     THIS
WAIVER TO CREDIT AGREEMENT (this “Waiver”), dated as of July 12, 2007 is entered into
among RADIO ONE, INC., a Delaware corporation (the “Borrower”), the lenders listed on the
signature pages hereof as Lenders (the “Lenders”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as
Administrative Agent (the “Administrative Agent”).



BACKGROUND




     A. The Borrower, the Lenders, Bank of America, N.A., as syndication agent, Credit Suisse,
Merrill Lynch, Pierce Fenner & Smith Incorporated, and SunTrust Bank, as co-documentation agents,
and the Administrative Agent are parties to that certain Credit Agreement, dated as of June 13,
2005 (as the same has been amended, restated or modified from time to time, the “Credit
Agreement”). The terms defined in the Credit Agreement and not otherwise defined herein shall be
used herein as defined in the Credit Agreement.



     B. The Borrower had previously requested a limited waiver from the Lenders until July 13, 2007
of any Default arising solely out of the Borrower’s failure to comply with the Interest Coverage
Ratio financial condition covenant for the fiscal quarter ending March 31, 2007 as required under
Section 6.01(a) of the Credit Agreement, which such waiver was granted, among others,
subject to certain terms and circumstances, in that certain Waiver and Consent to Credit Agreement
among the Borrower, the Administrative Agent and certain other parties to the Credit Agreement,
dated May 14, 2007.



     C. The Borrower has requested that the limited waiver described above be extended from July
13, 2007 to September 15, 2007. The Borrower has also requested, subject to certain terms and
conditions, that the Lenders waive compliance with (i) the Total Leverage Ratio as set forth in
Section 6.01(b) of the Credit Agreement for the fiscal quarter ended June 30, 2007, and
(ii) the Interest Coverage Ratio as set forth in Section 6.01(a) of the Credit Agreement
for the fiscal quarter ended June 30, 2007.



     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set
forth, and for other good and valuable consideration, the receipt and adequacy of which are all
hereby acknowledged, the parties hereto covenant and agree as follows:



     1. WAIVER. Subject to the satisfaction of the conditions of effectiveness set forth
in Section 5 of this Waiver and the provisos set forth below, the Required Lenders hereby
waive the following Defaults (the “Waived Default”) for a period beginning as of the date hereof
until the earlier of September 15, 2007 or the occurrence of a Default (other than a Waived
Default):




     (a) any Event of Default under Section 7.01(d) of the Credit Agreement arising
solely out of the Borrower’s failure to comply with the Section 6.01(a) of the Credit
Agreement during the fiscal quarter ending March 31, 2007.




     (b) any Event of Default under Section 7.01(d) of the Credit Agreement arising
solely out of the Borrower’s failure to comply with Section 6.01(a) of the Credit
Agreement during the fiscal quarter ending June 30, 2007, provided that, notwithstanding
the foregoing, the waiver under this Section 1(b) shall only be effective so long
as the Interest Coverage Ratio



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computed under Section 6.01(a) of the Credit Agreement is not less than 1.75 to 1.00
for the fiscal quarter ended June 30, 2007.




     (c) any Event of Default under Section 7.01(d) of the Credit Agreement arising
solely out of the Borrower’s failure to comply with Section 6.01(b) of the Credit
Agreement during the fiscal quarter ending June 30, 2007, provided that, notwithstanding
the foregoing, the waiver under this Section 1(c) shall only be effective so long
as the Total Leverage Ratio computed under Section 6.01(b) of the Credit Agreement
is not more than 7.30 to 1.00 for the fiscal quarter ended
June 30, 2007.



     2. LIMITATIONS. Except as expressly stated herein, the waiver described in
Section 1 of this Waiver shall not be construed as a consent to or waiver of any Default
which may now exist or hereafter occur or any violation of any term, covenant or provision of the
Credit Agreement or any other Loan Document. This Waiver does not affect or diminish the right of
the Administrative Agent and the Lenders to require strict performance by the Borrower and each
Guarantor of each provision of any Loan Document to which it is a party, except as expressly
provided herein and in the Existing Consent. All terms and provisions of, and all rights and
remedies of, the Administrative Agent and the Lenders under the Loan Documents shall continue in
full force and in effect and are hereby confirmed and ratified in all respects.



     3. REPRESENTATIONS
AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution
and delivery hereof, the Borrower represents and warrants that, as of the Effective Date (as
defined herein) and after giving effect to the waivers set forth in Section 1 of this
Waiver:



     (a) the representations and warranties contained in the Credit Agreement and the other Loan
Documents are true and correct on and as of the Effective Date as made on and as of such date,
except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct as of such earlier date; and



     (b) no event has occurred and is continuing which constitutes a Default or Event of Default
other than the Waived Default.



     4. CONDITIONS OF EFFECTIVENESS. This Waiver shall not be effective until
the satisfaction of each of the following conditions precedent:



     (a) the representations and warranties set forth in Section 3 of this Waiver shall be true and correct;



     (b) the Administrative Agent shall have received counterparts of this Waiver executed by the
Required Lenders; and



     (c) the Administrative Agent shall have received counterparts of this Waiver executed by the
Borrower and Guarantors.



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     5. REFERENCE TO THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS.



     (a) Upon and during the effectiveness of this Waiver, each reference in the Credit
Agreement and the other Loan Documents to “this Agreement”, “hereunder”, or words of like
import shall mean and be a reference to the Credit Agreement or the other Loan Documents,
as the case may be, as affected by this Waiver.



     (b) Except as expressly set forth herein, this Waiver shall not by implication or
otherwise limit, impair, constitute an amendment of, or otherwise affect the rights or
remedies of the Administrative Agent or the Lenders under the Credit Agreement or any of
the other Loan Documents, and shall not alter, modify, amend, or in any way affect the
terms, conditions, obligations, covenants, or agreements contained in the Credit Agreement
or the other Loan Documents, all of which are hereby ratified and affirmed in all respects
and shall continue in full force and effect. Nothing herein shall be deemed to entitle the
Borrower, Guarantors or Lenders to a consent to, or a waiver, amendment, modification or
other change of, any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Loan Documents in similar or different
circumstances.



     (c) Notwithstanding that such consent is not required hereunder, each of the
Guarantors hereby consents to the execution and delivery of this Waiver and reaffirm its
respective obligations under the Guarantee and Collateral Agreement.



     6. COSTS
AND EXPENSES. The Borrower shall be obligated to pay the costs and
expenses of the Administrative Agent in connection with the preparation, reproduction,
execution and delivery of this Waiver and the other instruments and documents to be
delivered hereunder.



     7. EXECUTION
IN COUNTERPARTS. This Waiver may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed to be an original but all such counterparts
together shall constitute but one and the same instrument and signature pages may be
detached from multiple separate counterparts and attached to a single counterpart so that
all signature pages are physically attached to the same document. For purposes of this
Waiver, a counterpart hereof (or signature page thereto) signed and
transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic
mail is to be treated as an original. The signature of such Person thereon, for purposes
hereof, is to be considered as an original signature, and the counterpart (or signature
page thereto) so transmitted is to be considered to have the same binding effect as an
original signature on an original document. This Waiver shall become effective when the
Administrative Agent has received counterparts of this Waiver executed by the Borrower
and the Required Lenders and each of the conditions precedent set forth in Section
4 of this Waiver have been satisfied (the “Effective Date”).



     8. GOVERNING
LAW; BINDING EFFECT. This Waiver shall be governed by and
construed in accordance with the laws of the State of New York. This Waiver shall be
binding upon the Borrower and each Lender and their respective successors and assigns.



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     9. HEADINGS. Section headings in this Waiver are included herein for
convenience of reference only and shall not constitute a part of this Waiver for any other purpose.



     10. ENTIRE
AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AFFECTED
BY THIS WAIVER, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER THEREIN
AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS BETWEEN THE PARTIES.



[Remainder of Page Intentionally Left Blank.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the
date first above written.



	 	 	 	 	 
	 	BORROWER:



RADIO ONE, INC.

 	 
	 	By:  	/s/
Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster  	 
	 	 	Title:  	Exec Vice Pres & CFO 	 
	 



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OTHER GUARANTORS

(for purposes of Section 4 of this Waiver):




RADIO ONE, INC.

RADIO ONE LICENSES, LLC

BELL BROADCASTING COMPANY .

RADIO ONE OF DETROIT, LLC

RADIO ONE OF ATLANTA, LLC

ROA LICENSES, LLC

RADIO ONE OF CHARLOTTE, LLC

CHARLOTTE BROADCASTING, LLC

RADIO ONE OF NORTH CAROLINA, LLC

RADIO ONE OF AUGUSTA, LLC

RADIO ONE OF BOSTON, INC.

RADIO ONE OF BOSTON LICENSES, LLC

RADIO ONE OF INDIANA, LLC

RADIO ONE OF TEXAS I, LLC

RADIO ONE OF TEXAS II, LLC

BLUE CHIP BROADCASTING, LTD.

BLUE CHIP BROADCASTING LICENSES, LTD.

SATELLITE ONE, L.L.C.

HAWES-SAUNDERS BROADCAST

   PROPERTIES, INC.

RADIO ONE OF DAYTON LICENSES, LLC

NEW MABLETON BROADCASTING

   CORPORATION

RADIO ONE MEDIA HOLDINGS, LLC




	 	 	 	 	 
	 	 	 
	 	By:  	/s/
Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Exec Vice Pres
& CFO 	 
	 
	 	RADIO ONE OF INDIANA, L.P.

 	 
	 	By:  	Radio One, Inc.,
 	 
	 	 	its general partner 	 
	 	 	 	 


	 	 	 	 	 
	 	 	 
	 	By:  	/s/
 Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Exec Vice Pres
& CFO 	 
	 



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	 	RADIO ONE OF TEXAS, L.P.

 	 
	 	By:  	Radio One of Texas I, LLC,
 	 
	 	 	its general partner 	 
	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Exec Vice Pres & CFO 	 


	 	 	 	 	 
	 	SYNDICATION ONE, INC.

 	 
	 	By:  	/s/
Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Exec Vice Pres & CFO 	 
	 
	 	MAGAZINE ONE, INC.

 	 
	 	By:  	/s/
Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Exec Vice Pres
& CFO 	 
	 



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	 	ADMINISTRATIVE AGENT, ISSUING BANK

 AND REQUIRED LENDERS:





WACHOVIA BANK, NATIONAL

ASSOCIATION,


as Administrative Agent, Issuing Bank

and as a Lender

 	 
	 	By:  	/s/
Russ Lyons
 	 
	 	 	Name:  	Russ Lyons 	 
	 	 	Title:  	Director 	 
	 



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	 	BANK OF AMERICA, N.A.,

as Syndication Agent, Issuing Bank and as a Lender

 	 
	 	By:  	/s/
Kevin Sanders
 	 
	 	 	Name:  	Kevin Sanders 	 
	 	 	Title:  	Vice President 	 
	 



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	 	CREDIT SUISSE, CAYMAN ISLANDS

BRANCH,

as Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/
Doreen Barr   /s/ Shaheen Malik
 	 
	 	 	Name:  	DOREEN BARR
          SHAHEEN MALIK 	 
	 	 	Title:  	VICE PRESIDENT            ASSOCIATE 	 
	 



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	 	SUNTRUST BANK,

as Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/
E. Matthew Schaaf IV
 	 
	 	 	Name:  	E. Matthew Schaaf IV 	 
	 	 	Title:  	Vice President 	 
	 



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	 	 	 	BANK OF SCOTLAND,	 
	 	 	 
	 	 	as a Lender






	 	 	 	 	 
	 	 	 
	 	By:  	/s/
 Percy Ngai
 	 
	 	 	Name:  	PERCY NGAI 	 
	 	 	Title:  	ASSISTANT VICE PRESIDENT 	 
	 



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	 	 	Grand Central Asset Trust, BDC Series
	 
	 	 	 	 
	 	 	 
	 	 	as a Lender






	 	 	 	 	 
	 	 	 
	 	By:  	/s/
 Roy Hykal
 	 
	 	 	Name:  	Roy Hykal 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 



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	 	 	 	BLACK DIAMOND CLO 2006-1 (CAYMAN), Ltd.
	 

	 	 	 	By: Black Diamond CLO 2006-1
Adviser, L.L.C.
	 

	 	 	 	As Its Collateral Manager
	 
	 	 	 	 
	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	

	 

	 	 	 	Name: Stephen H. Deckoff
	 

	 	 	 	Title: Managing Principal






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	 	CALYON NEW YORK BRANCH	 
	 	 	 
	 	as a Lender	 
	 	 	 
	 	By:  	
/s/ W. Michael George
 	 
	 	 	Name:  	 W. Michael George	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ John McCloskey
 	 
	 	 	Name:  	 John McCloskey 	 
	 	 	Title:  	Managing Director 	 
	 



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	 	Credit Industriel et Commercial,	 
	 	 	 
	 	as a Lender	 
	 	 	 
	 	By:  	/s/
Marcus Edward
                  /s/ Brian O’Leary
 	 
	 	 	Name:  	Marcus Edward            Brian O’Leary 	 
	 	 	Title:  	Managing Director       Managing Director 	 
	 



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	 	Diamond Springs Trading LLC	 
	 	 	 
	 	as a Lender	 
	 	 	 
	 	By:  	/s/
Tara E. Kenny
 	 
	 	 	Name:  	Tara E. Kenny   	 
	 	 	Title:  	Assistant Vice President 	 
	 



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	 	GENERAL ELECTRIC CAPITAL CORPORATION, 

as a Lender
 	 
	 
	 	By:  	/s/ Karl Kieffer
 	 
	 	 	Name:  	Karl Kieffer 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



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	 	J P Morgan Chase Bank, N.A.,

as a Lender 

 	 
	 	By:  	/s/ Sharon Bazbaz
 	 
	 	 	Name:  	SHARON BAZBAZ 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 



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	 	Mizuho Corporate Bank Ltd.,

as a Lender

 	 
	 	By:  	/s/
Raymond Ventura
 	 
	 	 	Name:  	Raymond Ventura 	 
	 	 	Title:  	Deputy General Manager 	 
	 



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	 	NATIONAL CITY BANK,

as a Lender 

 	 
	 	By:  	/s/
Elizabeth Brosky
 	 
	 	 	Name:  	Elizabeth Brosky 	 
	 	 	Title:  	Vice President 	 
	 



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	 	COÖPERATIEVE CENTRALE RAIFFEISEN-

BOERENLEENBANK B.A., “RABOBANK 

NEDERLAND”, NEW YORK BRANCH 

as a Lender

 	 
	 	By:  	/s/ Laurie Blazek
 	 
	 	 	Name:  	Laurie Blazek 	 
	 	 	Title:  	Executive Director 	 
	 
	 	 	 
	 	By:  	   /s/ Brett Delfino
 	 
	 	 	Name:  	Brett Delfino 	 
	 	 	Title:  	Executive Director 	 
	 



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	 	The Royal Bank of Scotland plc, 

as a Lender

 	 
	 	By:  	/s/  Andrew Wynn
 	 
	 	 	Name:  	Andrew Wynn 	 
	 	 	Title:  	Managing Director 	 
	 



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	 	Sumitomo Mitsui Banking
Corporation, 

as a Lender

 	 
	 	By:  	/s/ Leo E. Pagarigan
 	 
	 	 	Name: Leo E. Pagarigan 	 
	 	 	Title: General Manager 	 
	 



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	 	U.S. BANK, NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Keith Kubota
 	 
	 	 	Name:  	Keith Kubota 	 
	 	 	Title:  	Vice President 	 
	 



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	 	Webster Bank, National
Association, 

as a Lender 

 	 
	 	By:  	/s/ John Gilsenan
 	 
	 	 	Name:  	John Gilsenan 	 
	 	 	Title:  	Vice President 	 
	 



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