exv4w19






Exhibit 4.19



SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE, dated as of March 11, 2011 (this “Supplemental Indenture”), by and
between Radio One, Inc., a Delaware corporation (the “Company”), the guarantors named on the
signature pages hereto and Wilmington Trust Company, as trustee (the “Trustee”).



RECITALS:




     WHEREAS, the Company and the guarantors named therein have executed and delivered an
Indenture, dated as of November 24, 2010 (the “Original Indenture”), to the Trustee, pursuant to
which the Company has $292,601,888 aggregate principal amount of 12.5%/15.5% Senior Subordinated
Notes due 2016, CUSIP Nos. 75040PAK4, U74935AC8 and 75040PAM0 (the “Notes”) outstanding.



     WHEREAS, Section 9.02 of the Original Indenture provides that the Company, the Guarantors and
the Trustee may, with certain exceptions, amend the Indenture and the Notes with the consent of the
Holders (as defined in the Original Indenture) of not less than a majority in principal amount of
the outstanding Notes affected by such supplemental indenture.



     WHEREAS, the Holders of more than a majority of the principal amount of the Notes outstanding
have duly consented to this Supplemental Indenture;



     WHEREAS, the Board of Directors of the Company has determined that it is in the best interests
of the Company to authorize and approve this Supplemental Indenture and has authorized and approved
the Supplemental Indenture; and



     WHEREAS, an Officers’ Certificate and Opinion of Counsel have been delivered to the Trustee in
accordance with Sections 7.02, 9.06 and 13.04 of the Original Indenture.



     WHEREAS, the execution and delivery of this Supplemental Indenture have been duly authorized
by all necessary action on the part of the Company and all conditions and requirements necessary to
make this instrument a valid and binding agreement have been duly performed and complied with.



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



ARTICLE I — AMENDMENT




     Section 1.1 DEFINED TERMS.



          (a) Capitalized terms used in this Supplemental Indenture and not otherwise defined shall have
the meanings ascribed to them in the Original Indenture.




          (b) Section 1.01 of the Original Indenture is hereby amended by deleting the definition of
“Permitted TV One Indebtedness” contained therein and replacing it with the following so that such
definition reads, in its entirety, as follows:





“Permitted TV One Indebtedness” means Indebtedness incurred or Preferred Stock
issued by TV One or any of its Subsidiaries, the net proceeds of which are used to finance
the acquisition of TV One Equity Interests from the Financial Investor Members (as such term
is defined in the TV



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One LLC Agreement), the DTV Investors and the Class D Members (as such term is defined in
the TV One LLC Agreement) and any payment obligations arising in connection with or as a
result of such acquisition; provided that: (i) the aggregate principal amount at any
time outstanding of such Indebtedness plus the aggregate liquidation value at any time
outstanding of such Preferred Stock shall not exceed $120.0 million and (ii) such
Indebtedness at all times constitutes TV One Non-Recourse Debt.”



ARTICLE II — MISCELLANEOUS




     Section 2.1 EFFECT OF SUPPLEMENTAL INDENTURE. From and after the effective date of this
Supplemental Indenture, the Original Indenture and the Notes shall be supplemented in accordance
herewith, and this Supplemental Indenture shall form a part of the Original Indenture and the Notes
for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered
under the Original Indenture shall be bound thereby.



     Section 2.2 INDENTURE REMAINS IN FULL FORCE AND EFFECT. Except as supplemented by this
Supplemental Indenture, all provisions in the Original Indenture and the Notes shall remain in full
force and effect.



     Section 2.3 REFERENCES TO SUPPLEMENTAL INDENTURE. Any and all notices, requests, certificates
and other instruments executed and delivered after the execution and delivery of this Supplemental
Indenture may refer to the Original Indenture without making specific reference to this
Supplemental Indenture, but nevertheless all such references shall include this Supplemental
Indenture unless the context requires otherwise.



     Section 2.4 CONFLICT WITH TRUST INDENTURE ACT. The Company will comply with the provisions of
the TIA to the extent applicable. If any provision of this Supplemental Indenture limits, qualifies
or conflicts with any provision of the TIA that is required under the TIA to be part of and govern
any provision of this Supplemental Indenture, the provision of the TIA shall control to the extent
applicable. If any provision of this Supplemental Indenture modifies or excludes any provision of
the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to
the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be
to the extent applicable.



     Section 2.5 SEVERABILITY. If any court of competent jurisdiction shall determine that any
provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.



     Section 2.6 HEADINGS. The Article and Section headings of this Supplemental Indenture have
been inserted for convenience of reference only, are not to be considered a part of this
Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions
hereof.



     Section 2.7 BENEFITS OF SUPPLEMENTAL INDENTURE. Nothing in this Supplemental Indenture or the
Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and
their successors hereunder and thereunder and the Holders of the Notes any benefit of any legal or
equitable right, remedy or claim under the Original Indenture, this Supplemental Indenture or the
Notes.



     Section 2.8 SUCCESSORS AND ASSIGNS. All agreements by the Company in this Supplemental
Indenture shall bind its successors and assigns, whether or not so expressed. All agreements by the
Trustee in this Supplemental Indenture shall bind its successors, whether or not so expressed.



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     Section 2.9 TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals contained herein shall be taken
as the statements of the Company and the Trustee assumes no responsibility for their correctness.



     Section 2.10 CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE. In entering into this
Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the
Original Indenture and the Notes relating to the conduct or affecting the liability or affording
protection to the Trustee, whether or not elsewhere herein so provided.



     Section 2.11 GOVERNING LAW. This Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York. This Supplemental Indenture is subject to the
provisions of the TIA that are required to be part of this Supplemental Indenture and shall, to the
extent applicable, be governed by such provisions.



     Section 2.12 COUNTERPART ORIGINALS. This Supplemental Indenture may be executed in any number
of counterparts, and each of such counterparts shall for all purposes be deemed to be an original,
but all of such counterparts shall together constitute one and the same instrument.



     Section 2.13 CONFIRMATION. Each of the Company and the Trustee hereby confirms and reaffirms
the Original Indenture in every particular except as amended and supplemented by this Supplemental
Indenture.



     Section 2.14 EFFECTIVE DATE. This Supplemental Indenture shall be deemed effective as of
February 22, 2011, which represents the date that beneficial owners representing more than a
majority of the Notes agreed to the amendment effected by this Supplemental Indenture.



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



	 	 	 	 	 	 	 	 	 

	 	 	RADIO ONE, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






	 	 	 

	 

	 	GUARANTORS:
	 
	 

	 	BELL BROADCASTING COMPANY
	 

	 	BLUE CHIP BROADCASTING LICENSES, LTD.
	 

	 	BLUE CHIP BROADCASTING, LTD.
	 

	 	CHARLOTTE BROADCASTING, LLC
	 

	 	COMMUNITY CONNECT INC.
	 

	 	COMMUNITY CONNECT, LLC
	 

	 	DISTRIBUTION ONE, LLC
	 

	 	HAWES-SAUNDERS BROADCAST PROPERTIES, INC.
	 

	 	INTERACTIVE ONE, INC.
	 

	 	INTERACTIVE ONE, LLC
	 

	 	NEW MABLETON BROADCASTING CORPORATION
	 

	 	RADIO ONE CABLE HOLDINGS, INC.
	 

	 	RADIO ONE DISTRIBUTION HOLDINGS, LLC
	 

	 	RADIO ONE LICENSES, LLC
	 

	 	RADIO ONE MEDIA HOLDINGS, LLC
	 

	 	RADIO ONE OF ATLANTA, LLC
	 

	 	RADIO ONE OF BOSTON LICENSES, LLC
	 

	 	RADIO ONE OF BOSTON, INC.
	 

	 	RADIO ONE OF CHARLOTTE, LLC
	 

	 	RADIO ONE OF DETROIT, LLC
	 

	 	RADIO ONE OF INDIANA, LLC
	 

	 	RADIO ONE OF INDIANA, L.P.
	 

	 	RADIO ONE OF NORTH CAROLINA, LLC
	 

	 	RADIO ONE OF TEXAS II, LLC
	 

	 	ROA LICENSES, LLC






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	 	 	SATELLITE ONE, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST COMPANY, as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 







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