Exhibit 4.12**SECOND SUPPLEMENTAL INDENTURE****TO INDENTURE DATED AS OF FEBRUARY 10, 2005**     SECOND SUPPLEMENTAL INDENTURE (this “*Supplemental Indenture*”), dated as of December 22,2006 among Magazine One, Inc. (the “*Guaranteeing Subsidiary*”), a subsidiary of Radio One, Inc. aDelaware corporation (the “*Company*”), the Company, the other Guarantors (as defined in theIndenture referred to herein) and The Bank of New York, as trustee under the Indenture referred tobelow (the “Trustee”).WITNESSETH     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, datedas of February 10, 2005 providing for the issuance of 6 3/8% Senior Subordinated Notes due 2013(the “*Notes*”), a first supplemental indenture, dated as of February 15, 2006 (the “*FirstSupplemental Indenture*”) (such indenture, with the First Supplemental Indenture, shall hereinafterbe referred to as the “*Indenture*”);     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaryshall execute and deliver to the Trustee a supplemental indenture pursuant to which theGuaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under theNotes 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 anddeliver this Supplemental Indenture.     NOW THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and theTrustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notesas follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shallhave the meanings assigned to them in the Indenture.  2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees asfollows: a) Along with all Guarantors named in the Indenture, to jointlyand severally Guarantee to each Holder of a Note authenticated and deliveredby the Trustee and to the Trustee and its successors and assigns, the Notes orthe obligations of the Company hereunder or thereunder, that:
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 (i) the principal of andinterest, and premium or Additional Interest, if any, on theNotes will be promptly paid in full when due, whether atmaturity, by acceleration, redemption or otherwise, andinterest on the overdue principal of and interest on theNotes, if any, if lawful, and all other obligations of theCompany to the Holders or the Trustee hereunder or thereunderwill be promptly paid in full or performed, all in accordancewith the terms hereof and thereof, and  (ii) in case of any extension oftime of payment or renewal of any Notes or any of such otherobligations, that same will be promptly paid in full when dueor performed in accordance with the terms of the extension orrenewal, whether at Stated Maturity, by acceleration orotherwise. Failing payment when due of any amount soguaranteed or any performance so guaranteed for whateverreason, the Guarantors shall be jointly and severallyobligated to pay the same immediately. b) The obligations hereunder shall be unconditional,irrespective of the validity, regularity or enforceability of the Notes or theIndenture, the absence of any action to enforce the same, any waiver orconsent by any Holder of the Notes with respect to any provisions hereof orthereof, the recovery of any judgment against the Company, any action toenforce the same or any other circumstance which might otherwise constitute alegal or equitable discharge or defense of a guarantor.  c) The following is hereby waived: diligence presentment, demandof payment, filing of claims with a court in the event of insolvency orbankruptcy of the Company, any right to require a proceeding first against theCompany, protest, notice and all demands whatsoever.  d) This Subsidiary Guarantee shall not be discharged except bycomplete performance of the obligations contained in the Notes and theIndenture, and the Guaranteeing Subsidiary accepts all obligations of aGuarantor under the Indenture.
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 e) If any Holder or the Trustee is required by any court orotherwise to return to the Company, the Guarantors, or any Custodian, Trustee,liquidator or other similar official acting in relation to either the Companyor the Guarantors, any amount paid by either to the Trustee or such Holder,this Subsidiary Guarantee, to the extent theretofore discharged, shall bereinstated in full force and effect.  f) The Guaranteeing Subsidiary shall not be entitled to anyright of subrogation in relation to the Holders in respect of any obligationsguaranteed hereby until payment in full of all obligations guaranteed hereby.  g) As between the Guarantors, on the one hand, and the Holdersand the Trustee, on the other hand, (x) the maturity of the obligationsguaranteed hereby may be accelerated as provided in Article 6 of the Indenturefor the purposes of this Subsidiary Guarantee, notwithstanding any stay,injunction or other prohibition preventing such acceleration in respect of theobligations guaranteed hereby, and (y) in the event of any declaration ofacceleration of such obligations as provided in Article 6 of the Indenture,such obligations (whether or not due and payable) shall forthwith become dueand payable by the Guarantors for the purpose of this Subsidiary Guarantee.  h) The Guarantors shall have the right to seek contribution fromany non-paying Guarantor so long as the exercise of such right does not impairthe 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 theGuaranteeing Subsidiary created hereunder (and the Obligations of each otherGuarantor) shall be junior and subordinate to the Senior Guarantee of suchGuarantor on the same basis as the Notes are junior and subordinate to SeniorDebt of the Company.  j) Pursuant to Section 11.03 of the Indenture, after givingeffect to any maximum amount and any other contingent and fixed liabilitiesthat are relevant under any applicable Bankruptcy or
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   fraudulent conveyance laws, and after giving effect to any collectionsfrom, rights to receive contribution from or payments made by or on behalfof any other Guarantor in respect of the obligations of such otherGuarantor under Article 11 of the Indenture, this new Subsidiary Guaranteeshall be limited to the maximum amount permissible such that theobligations of such Guarantor under this Subsidiary Guarantee will notconstitute a fraudulent transfer or conveyance. 3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees to execute theSubsidiary Guarantee as provided by Section 11.04 of the Indenture and Exhibit Ethereto and to recognize that the Subsidiary Guarantees shall remain in full force andeffect notwithstanding any failure to endorse on each Note a notation of suchSubsidiary Guarantee.  4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS. a) The Guaranteeing Subsidiary may not consolidate with or mergewith or into (whether or not such Guarantor is the surviving Person) anothercorporation, Person or entity whether or not affiliated with such Guarantorunless: (i) subject to Sections 11.05and 11.06 of the Indenture, the Person formed by or survivingany such consolidation or merger (if other than a Guarantoror the Company) unconditionally assumes all the obligationsof such Guarantor, pursuant to a supplemental indenture inform and substance reasonably satisfactory to the Trustee,under the Notes, the Indenture and the Subsidiary Guaranteeon the terms set forth herein or therein; and  (ii) immediately after givingeffect to such transaction, no Default or Event of Defaultexists. b) In case of any such consolidation, merger, sale or conveyanceand upon the assumption by the successor corporation, by supplementalindenture, executed and delivered to the Trustee and
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   satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsedupon the Notes and the due and punctual performance of all of thecovenants and conditions of the Indenture to be performed by theGuarantor, such successor corporation shall succeed to and be substitutedfor the Guarantor with the same effect as if it had been named herein as aGuarantor. Such successor corporation thereupon may cause to be signed anyor all of the Subsidiary Guarantees to be endorsed upon all of the Notesissuable hereunder which theretofore shall not have been signed by theCompany and delivered to the Trustee. All the Subsidiary Guarantees soissued shall in all respects have the same legal rank and benefit underthe Indenture as the Subsidiary Guarantees theretofore and thereafterissued in accordance with the terms of the Indenture as though all of suchSubsidiary Guarantees bad been issued at the date of the execution hereof  c) Except as set forth in Articles 4 and 5 and Section 11.06 ofArticle 11 of the Indenture, and notwithstanding clauses (a) and (b) above,nothing contained in the Indenture or in any of the Notes shall prevent anyconsolidation or merger of a Guarantor with or into the Company or anotherGuarantor, or shall prevent any sale or conveyance of the property of aGuarantor as an entirety or substantially as an entirety to the Company oranother Guarantor. 5. RELEASES. a) In the event of a sale or other disposition of all of theassets of any Guarantor, by way of merger, consolidation or otherwise, or asale or other disposition of all to the capital stock of any Guarantor, ineach case to a Person that is not (either before or after giving effect tosuch transaction) a Restricted Subsidiary of the Company, then such Guarantor(in the event of a sale or other disposition, by way of merger, consolidationor otherwise, of all of the capital stock of such Guarantor) or thecorporation acquiring the property (in the event of a sale or otherdisposition of all or substantially all of the assets of such Guarantor) willbe released and relieved of any obligations under its Subsidiary Guarantee;provided that the Net Proceeds of such sale or other disposition are appliedin accordance with the applicable provisions of the Indenture, includingwithout limitation Section 4.10 of the Indenture. Upon delivery by the Companyto the Trustee of an Officers’ Certificate and an Opinion of Counsel to theeffect that such sale or other disposition was made by the Company inaccordance with the
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   provisions of the Indenture, including without limitation Section 4.10 ofthe Indenture, the Trustee shall execute any documents reasonably requiredin order to evidence the release of any Guarantor from its obligationsunder its Subsidiary Guarantee.  b) Any Guarantor not released from its obligations under itsSubsidiary Guarantee shall remain liable for the full amount of principal ofand interest on the Notes and for the other obligations of any Guarantor underthe 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 GuaranteeingSubsidiary under the Notes, any Subsidiary Guarantees, the Indenture or thisSupplemental Indenture or for any claim based on, in respect of, or by reason of, suchobligations or their creation. Each Holder of the Notes by accepting a Note waives andreleases all such liability. The waiver and release are part of the consideration forissuance of the Notes. Such waiver may not be effective to waive liabilities under thefederal securities laws and it is the view of the SEC that such a waiver is againstpublic policy.  7. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BEUSED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLEPRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OFANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  8. SUBMISSION TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL. Eachparty hereto hereby submits to the nonexclusive jurisdiction of the United StatesDistrict Court for the Southern District of New York and of any New York State Courtsitting in New York City for purposes of all legal proceedings arising out of orrelating to this Supplemental Indenture, the Notes, the Subsidiary Guarantees or thetransactions contemplated hereby and thereby. Each party hereto irrevocably waives, tothe fullest extent permitted by law, any objection which it may now or hereafter haveto the laying of the venue of any such proceeding brought in such a court and anyclaim that any such proceeding brought in such a court has been brought in aninconvenient forum. Process in any such suit, action or proceeding may be served on
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   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 suchparty at the address referred to in Section 13.02 of the Indenture, together withwritten notice of such service to such party, shall be deemed effective service ofprocess upon such party. Each of the parties hereto irrevocably waives any and allrights to trial by jury in any legal proceeding arising out of or relating to thisSupplemental Indenture, the Notes, the Subsidiary Guarantees or the transactionscontemplated hereby and thereby.  9. COUNTERPARTS. The parties may sign any number of copies of this SupplementalIndenture. Each signed copy shall be an original, but all of them together representthe same agreement.  10. EFFECT OF HEADINGS. The Section headings herein are for convenience only andshall not affect the construction hereof.  11. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoeverfor or in respect of the validity or sufficiency of this Supplemental Indenture or foror in respect of the recitals contained herein, all of which recitals are made solelyby the Guaranteeing Subsidiary and the Company.
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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted and attested, all as of the date first above written.
 

 
      MAGAZINE ONE, INC.