<PAGE>


                                                                  Exhibit 4.14.2

                                                                  EXECUTION COPY

                          SECOND SUPPLEMENTAL INDENTURE

                      TO INDENTURE DATED AS OF MAY 18, 2001

         SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of December 31, 2001, among (i) Radio One of Texas I, LLC, a Delaware limited
liability company ("ROTEX1LLC"), Radio One of Texas II, LLC, a Delaware limited
liability company ("ROTEXI1LLC"), Radio One of Texas, L.P., a Delaware limited
partnership ("ROTEXLP"), Radio One of Indiana, L.P., a Delaware limited
partnership ("ROINDLP"), Radio One of Indiana, LLC, a Delaware limited liability
company ("ROINDLLC"), and Satellite One, L.L.C., a Delaware limited liability
company ("SATONELLC," and together with ROTEX1LLC, ROTEXI1LLC, ROTEXLP, ROINDLP
and ROINDLLC, the "Guaranteeing Subsidiaries", and each a "Guaranteeing
Subsidiary"), each of which Guaranteeing Subsidiaries is either a direct or
indirect subsidiary of Radio One, Inc. (the "Company"), (ii) the Company, (iii)
the other Guarantors (as defined in the Indenture referred to herein) (the
"Existing Guarantors"), and (iv) The Bank of New York (as successor to United
States Trust Company of New York), as trustee under the Indenture referred to
below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company and the Existing Guarantors have heretofore
executed and delivered to the Trustee an indenture, dated as of May 18, 2001,
providing for the issuance of an aggregate principal amount of up to $500.0
million of 8 7/8% Senior Subordinated Notes due 2011 (the "Notes"), and a first
supplemental indenture, dated as of August 10, 2001 (the "First Supplemental
Indenture") (such indenture, as supplemented by the First Supplemental
Indenture, shall hereinafter be referred to as the "Indenture");

         WHEREAS, in an effort to optimize its organizational structure, the
Company has caused the following actions to be taken (collectively, the
"Restructuring"):

          (i)   effective as of December 17, 2001, three of the five recently
                formed Guaranteeing Subsidiaries, ROTEXILLC, ROTEXIILLC and
                ROTEXLP (collectively, the "New Texas Guaranteeing
                Subsidiaries"), issued equity interests to the Company
                and/or other New Texas Guaranteeing Subsidiaries as set
                forth in Part I of Schedule A attached hereto (the "Texas
                Formations").

          (ii)  effective as of December 31, 2001:

                (A) the three remaining recently formed Guaranteeing
                    Subsidiaries, ROINDLP, ROINLLC and SATONELLC (collectively,
                    the "Other New Guaranteeing Subsidiaries"), issued equity
                    interests to the Company, an Existing Guarantor and/or other
                    Guaranteeing Subsidiaries as set forth in Part II of
                    Schedule A attached hereto (the "Other Formations," and
                    together with the Texas Formations, the "Formations");

                (B) certain of the Existing Guarantors have merged into the
                    Company or other Existing Guarantors as set forth on
                    Schedule B attached hereto (the "Mergers"); and

<PAGE>

                (C) certain of the Existing Guarantors converted from
                    corporate form into limited liability company
                    form as set forth on Schedule C attached hereto
                    (the "Conversions").

         WHEREAS, the Board of Directors of the Company has deemed the
Restructuring to be advisable and in the best interest of the Company, and in
accordance with Section 4.13 of the Indenture, has determined that the
preservation of any right, license or franchise, or the corporate or partnership
existence of any of the Subsidiaries, lost as a result of the Mergers or the
Conversions is no longer desirable in the conduct of the business of the Company
and Subsidiaries, taken as a whole, and that the loss thereof is not adverse in
any material respect to the Holders of the Notes;

         WHEREAS, the Indenture provides that under certain circumstances,
including circumstances such as the Formations, each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to
which such Guaranteeing Subsidiary shall unconditionally guarantee all of the
Company's Obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the "Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, each
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1.       CAPITALIZED  TERMS.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.       AGREEMENT TO GUARANTEE.  Each  Guaranteeing  Subsidiary  (and,
for purposes of subsection (i) of the Section, each Guaranteeing Subsidiary and
each Existing Guarantor party to the First Supplemental Indenture) hereby agrees
as follows:

                  (a) Along with all Guarantors named in the Indenture, to
         jointly and severally Guarantee to each Holder of a Note authenticated
         and delivered by the Trustee and to the Trustee and its successors and
         assigns, the Notes or the obligations of the Company hereunder or
         thereunder, that:

                           (i) the principal of and interest, and premium, if
                 any, on the Notes will be promptly paid in full when due,
                 whether at maturity, by acceleration, redemption or otherwise,
                 and interest on the overdue principal of and interest on the
                 Notes, if any, if lawful, and all other obligations of the
                 Company to the Holders or the Trustee hereunder or thereunder
                 will be promptly paid in full or performed, all in accordance
                 with the terms hereof and thereof; and

                           (ii) in case of any extension of time of payment or
                 renewal of any Notes or any of such other obligations, that
                 same will be promptly paid in full when due or performed in
                 accordance with the terms of the extension or renewal, whether
                 at Stated Maturity, by acceleration or otherwise. Failing
                 payment when due of any amount so guaranteed or any performance
                 so guaranteed for whatever reason, the Guarantors shall be
                 jointly and severally obligated to pay the same immediately.

                                       2


<PAGE>

                  (b) The obligations hereunder shall be unconditional,
         irrespective of the validity, regularity or enforceability of the Notes
         or the Indenture, the absence of any action to enforce the same, any
         waiver or consent by any Holder of the Notes with respect to any
         provisions hereof or thereof, the recovery of any judgment against the
         Company, any action to enforce the same or any other circumstance which
         might otherwise constitute a legal or equitable discharge or defense of
         a guarantor.

                  (c) The following is hereby waived: diligence presentment,
         demand of payment, filing of claims with a court in the event of
         insolvency or bankruptcy of the Company, any right to require a
         proceeding first against the Company, protest, notice and all demands
         whatsoever.

                  (d) This Subsidiary Guarantee shall not be discharged except
         by complete performance of the obligations contained in the Notes and
         the Indenture, and the Guaranteeing Subsidiary accepts all obligations
         of a Guarantor under the Indenture.

                  (e) If any Holder or the Trustee is required by any court or
         otherwise to return to the Company, the Guarantors, or any Custodian,
         Trustee, liquidator or other similar official acting in relation to
         either the Company or the Guarantors, any amount paid by either to the
         Trustee or such Holder, this Subsidiary Guarantee, to the extent
         theretofore discharged, shall be reinstated in full force and effect.

                  (f) The Guaranteeing Subsidiary shall not be entitled to any
         right of subrogation in relation to the Holders in respect of any
         obligations guaranteed hereby until payment in full of all obligations
         guaranteed hereby.

                  (g) As between the Guarantors, on the one hand, and the
         Holders and the Trustee, on the other hand, (x) the maturity of the
         obligations guaranteed hereby may be accelerated as provided in Article
         6 of the Indenture for the purposes of this Subsidiary Guarantee,
         notwithstanding any stay, injunction or other prohibition preventing
         such acceleration in respect of the obligations guaranteed hereby, and
         (y) in the event of any declaration of acceleration of such obligations
         as provided in Article 6 of the Indenture, such obligations (whether or
         not due and payable) shall forthwith become due and payable by the
         Guarantors for the purpose of this Subsidiary Guarantee.

                  (h) The Guarantors shall have the right to seek contribution
         from any non-paying Guarantor so long as the exercise of such right
         does not impair the rights of the Holders under the Guarantee.

                  (i) Notwithstanding anything to the contrary contained herein,
         pursuant to Section 11.02 of the Indenture, the Obligations of each
         Guaranteeing Subsidiary created hereunder (and the Obligations of each
         Existing Guarantor under the First Supplemental Indenture created
         thereunder) shall be junior and subordinate to the Senior Guarantee of
         such Guarantor on the same basis as the Notes are junior and
         subordinate to Senior Debt of the Company.

                  (j) Pursuant to Section 11.03 of the Indenture, after giving
         effect to any maximum amount and any other contingent and fixed
         liabilities that are relevant under any applicable Bankruptcy or
         fraudulent conveyance laws, and after giving effect to any collections
         from, rights to receive contribution from or payments made by or on
         behalf of any other Guarantor in respect of the obligations of such
         other Guarantor under Article 11 of the Indenture, this new Subsidiary
         Guarantee shall be limited to the maximum amount permissible such that
         the obligations of such

                                       3

<PAGE>

         Guarantor under this Subsidiary Guarantee will not constitute a
fraudulent transfer or conveyance.

         3.      EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees to
execute the Subsidiary Guarantee as provided by Section 11.04 of the Indenture
and Exhibit E thereto and to recognize that the Subsidiary Guarantees shall
remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Subsidiary Guarantee.

         4.      GUARANTEEING SUBSIDIARY mAY CONSOLIDATE, eTC. ON CERTAIN TERMS.

                 (a) The Guaranteeing Subsidiary may not consolidate with or
         merge with or into (whether or not such Guarantor is the surviving
         Person) another corporation, Person or entity whether or not affiliated
         with such Guarantor unless:

                           (i) subject to Sections 11.05 and 11.06 of the
                 Indenture, the Person formed by or surviving any such
                 consolidation or merger (if other than a Guarantor or the
                 Company) unconditionally assumes all the obligations of such
                 Guarantor, pursuant to a supplemental indenture in form and
                 substance reasonably satisfactory to the Trustee, under the
                 Notes, the Indenture and the Subsidiary Guarantee on the terms
                 set forth herein or therein; and

                           (ii) immediately after giving effect to such
                 transaction, no Default or Event of Default exists.

                 (b) In case of any such consolidation, merger, sale or
         conveyance and upon the assumption by the successor corporation, by
         supplemental indenture, executed and delivered to the Trustee and
         satisfactory in form to the Trustee, of the Subsidiary Guarantee
         endorsed upon the Notes and the due and punctual performance of all of
         the covenants and conditions of the Indenture to be performed by the
         Guarantor, such successor corporation shall succeed to and be
         substituted for the Guarantor with the same effect as if it had been
         named herein as a Guarantor. Such successor corporation thereupon may
         cause to be signed any or all of the Subsidiary Guarantees to be
         endorsed upon all of the Notes issuable hereunder which theretofore
         shall not have been signed by the Company and delivered to the Trustee.
         All the Subsidiary Guarantees so issued shall in all respects have the
         same legal rank and benefit under the Indenture as the Subsidiary
         Guarantees theretofore and thereafter issued in accordance with the
         terms of the Indenture as though all of such Subsidiary Guarantees had
         been issued at the date of the execution hereof.

                 (c) Except as set forth in Articles 4 and 5 and Section 11.06
         of Article 11 of the Indenture, and notwithstanding clauses (a) and (b)
         above, nothing contained in the Indenture or in any of the Notes shall
         prevent any consolidation or merger of a Guarantor with or into the
         Company or another Guarantor, or shall prevent any sale or conveyance
         of the property of a Guarantor as an entirety or substantially as an
         entirety to the Company or another Guarantor.

         5.      RELEASES.

                 (a) In the event of a sale or other disposition of all of the
         assets of any Guarantor, by way of merger, consolidation or otherwise,
         or a sale or other disposition of all to the capital stock of any
         Guarantor, in each case to a Person that is not (either before or after
         giving effect to such transaction) a Restricted Subsidiary of the
         Company, then such Guarantor (in the event of a sale or other
         disposition, by way of merger, consolidation or otherwise, of all of
         the capital stock of

                                       4

<PAGE>

         such Guarantor) or the corporation acquiring the property (in the event
         of a sale or other disposition of all or substantially all of the
         assets of such Guarantor) will be released and relieved of any
         obligations under its Subsidiary Guarantee; provided that the Net
         Proceeds of such sale or other disposition are applied in accordance
         with the applicable provisions of the Indenture, including without
         limitation Section 4.10 of the Indenture. Upon delivery by the Company
         to the Trustee of an Officers' Certificate and an Opinion of Counsel to
         the effect that such sale or other disposition was made by the Company
         in accordance with the provisions of the Indenture, including without
         limitation Section 4.10 of the Indenture, the Trustee shall execute any
         documents reasonably required in order to evidence the release of any
         Guarantor from its obligations under its Subsidiary Guarantee.

                  (b) Any Guarantor not released from its obligations under its
         Subsidiary Guarantee shall remain liable for the full amount of
         principal of and interest on the Notes and for the other obligations of
         any Guarantor under the Indenture as provided in Article 10 of the
         Indenture.

         6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

         7. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

8. SUBMISSION TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL. Each
party hereto hereby submits to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New York
State Court sitting in New York City for purposes of all legal proceedings
arising out of or relating to this Supplemental Indenture, the Notes, the
Subsidiary Guarantees or the transactions contemplated hereby and thereby. Each
party hereto irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Process in
any such suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the State of New York. Without limiting the
foregoing, the parties agree that service of process upon such party at the
address referred to in Section 13.02 of the Indenture, together with written
notice of such service to such party, shall be deemed effective service of
process upon such party. Each of the parties hereto irrevocably waives any and
all rights to trial by jury in any legal proceeding arising out of or relating
to this Supplemental Indenture, the Notes, the Subsidiary Guarantees or the
transactions contemplated hereby and thereby.

         9.       COUNTERPARTS.  The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

         10.      EFFECT OF  HEADINGS.  The Section  headings  herein are for
convenience  only and shall not affect the  construction hereof.


                                       5




<PAGE>

         11.      THE TRUSTEE.  The Trustee  shall not be  responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.



                                       6




<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

                            RADIO ONE OF TEXAS, LP

                            By:  RADIO ONE OF TEXAS I, LLC,
                                    ITS GENERAL PARTNER

                            By:     /s/ Alfred C. Liggins, III
                                 ---------------------------------------
                            Name:  Alfred C. Liggins, III
                            Title: President and Chief Executive Officer


                            RADIO ONE OF INDIANA, LP

                            By:  RADIO ONE, INC.
                                    ITS GENERAL PARTNER

                            By:     /s/ Alfred C. Liggins, III
                                 ---------------------------------------
                            Name:  Alfred C. Liggins, III
                            Title: President and Chief Executive Officer


                            RADIO ONE OF TEXAS I, LLC
                            RADIO ONE OF TEXAS II, LLC
                            RADIO ONE OF INDIANA, LLC
                            SATELLITE ONE, L.L.C.

                            By:     /s/ Alfred C. Liggins, III
                                 ---------------------------------------
                            Name:  Alfred C. Liggins, III
                            Title: President and Chief Executive Officer



                            RADIO ONE, INC.

                            By:     /s/ Alfred C. Liggins, III
                                 ---------------------------------------
                            Name:  Alfred C. Liggins, III
                            Title: President and Chief Executive Officer




                                       7


<PAGE>

                         RADIO ONE LICENSES, LLC
                               (FORMERLY RADIO ONE LICENSES, INC.)
                         BELL BROADCASTING COMPANY
                         RADIO ONE OF DETROIT, LLC
                               (FORMERLY RADIO ONE OF DETROIT, INC.)
                         RADIO ONE OF ATLANTA, LLC
                               (FORMERLY RADIO ONE OF ATLANTA, INC.)
                         ROA LICENSES, LLC
                               (FORMERLY ROA LICENSES, INC.)
                         RADIO ONE OF CHARLOTTE, LLC,
                         RADIO ONE OF AUGUSTA, LLC
                               (FORMERLY RADIO ONE OF AUGUSTA, INC.)
                         CHARLOTTE BROADCASTING, LLC
                               (FORMERLY DAVIS BROADCASTING OF CHARLOTTE, INC.)

                         RADIO ONE OF NORTH CAROLINA, LLC
                               (FORMERLY RADIO ONE OF NORTH CAROLINA, INC.)
                         RADIO ONE OF BOSTON, INC.
                         RADIO ONE OF BOSTON LICENSES, LLC
                               (FORMERLY RADIO ONE OF BOSTON LICENSES, INC.)
                         BLUE CHIP MERGER SUBSIDIARY, INC.
                         BLUE CHIP BROADCAST COMPANY
                         BLUE CHIP BROADCASTING, LTD.
                         BLUE CHIP BROADCASTING LICENSES, LTD.
                         BLUE CHIP BROADCASTING LICENSES II, LTD.

                         By:     /s/ Alfred C. Liggins, III
                              ---------------------------------------
                         Name:   Alfred C. Liggins, III
                         Title:  President and Chief Executive Officer


                         THE BANK OF NEW YORK
                           as Trustee

                         By:     /s/ Authorized Signer
                              ---------------------------------------
                                 Authorized Signer

                                       8



<PAGE>

                                                                      Schedule A
                                                                      ----------

                             SCHEDULE OF FORMATIONS
                             ----------------------

                          PART I: The Texas Formations

         The recently formed New Texas Guaranteeing Subsidiaries have had the
below-listed equity ownership at all times since December 17, 2001.

<TABLE>
<CAPTION>

Guaranteeing Subsidiary                                       Ownership Interest

----------------------------------------------------------    --------------------------------------------------------
<S>                                                          <C>
Radio One of Texas I, LLC                                     100% of Units held by Radio One, Inc.

Radio One of Texas II, LLC                                    100% of Units held by Radio One, Inc.

Radio One of Texas, LP                                        1% of  partnership  interest held by Radio One of Texas
                                                              I, LLC, its general partner

                                                              99% of partnership  interest held by Radio One of Texas
                                                              II, LLC, its limited partner

<CAPTION>


                          PART II: The Other Formations

         The recently formed Other New Guaranteeing Subsidiaries have the
below-listed equity ownership effective as of December 31, 2001.

Guaranteeing Subsidiary                                       Ownership Interest

----------------------------------------------------------    --------------------------------------------------------
<S>                                                           <C>
Radio One of Indiana, LLC                                     100% of Units held by Radio One of Indiana, L.P.

Radio One of Indiana, L.P.                                    99% of  partnership  interest held by Radio One,  Inc.,
                                                              its general partner

                                                              1% of  partnership  held by Radio One of Texas II, LLC,
                                                              its limited partner

Satellite One, L.L.C.                                         100% of Units held by Radio One, Inc.

</TABLE>



                                       9

<PAGE>

                                                                      Schedule B
                                                                      ----------

                               SCHEDULE OF MERGERS
                               -------------------

         The below-listed Existing Guarantors were merged into the Company or
other Existing Guarantors effective as of December 31, 2001.

<TABLE>
<CAPTION>
Merged Existing Guarantor                                  Entity into which Existing Guarantor was Merged

------------------------------------------------------     -----------------------------------------------------------
<S>                                                        <C>
WYCB Acquisition Corporation                               Radio One, Inc.

Broadcast Holdings, Inc.                                   Radio One Licenses, Inc. (*)

Allur-Detroit, Inc.                                        Bell Broadcasting Company

Allur Licenses, Inc.                                       Radio One of Detroit, Inc. (*)

Dogwood Communications, Inc.                               Radio One of Atlanta, Inc. (*)

Dogwood Licenses, Inc.                                     ROA Licenses, Inc. (*)
</TABLE>


         * Entity to be converted into a limited liability company immediately
following the merger (see Schedule C - Schedule of Conversions)



                                       10

<PAGE>

                                                                      Schedule C
                                                                      ----------

                             SCHEDULE OF CONVERSIONS
                             -----------------------

         The below-listed entities converted from corporate form to limited
liability company effective as of December 31, 2001.

<TABLE>
<CAPTION>
Pre-conversion Entity                                         Post-Conversion Entity

----------------------------------------------------------    -------------------------------------------------------
<S>                                                           <C>
Radio One Licenses, Inc.                                      Radio One Licenses, LLC

Radio One of Detroit, Inc.                                    Radio One of Detroit, LLC

Radio One of Atlanta, Inc.                                    Radio One of Atlanta, LLC

ROA Licenses, Inc.                                            ROA Licenses, LLC

Radio One of Augusta, Inc.                                    Radio One of Augusta, LLC

Davis Broadcasting of Charlotte, Inc.                         Charlotte Broadcasting, LLC

Radio One of North Carolina, Inc.                             Radio One of North Carolina, LLC

Radio One of Boston Licenses, Inc.                            Radio One of Boston Licenses, LLC
</TABLE>



                                       11