SUPPLEMENTAL INDENTURE






 


Supplemental
Indenture (this “Supplemental Indenture”), dated as of April 30, 2014, among Gaffney Broadcasting, Incorporated
(the “Guaranteeing Subsidiary”), a subsidiary of Radio One, Inc. (or its permitted successor), a Delaware corporation
(the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wilmington
Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).


 


WITNESSETH


 


WHEREAS, the Company has heretofore executed
and delivered to the Trustee an indenture (the “Indenture”), dated as of February 10, 2014 providing for the
issuance of 9.25% Senior Subordinated Notes due 2020 (the “Notes”);


 


WHEREAS, the Indenture provides that under
certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to
which the 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 “Note 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, the 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. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the
conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof.


 


3.No Recourse
Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will
have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or
for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of 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. The
waiver may not be effective to waive liabilities under the federal securities laws.


 


4.NEW YORK LAW TO GOVERN. 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.


 


5.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.


 


6.Effect of Headings.
The Section headings herein are for convenience only and shall not affect the construction hereof.


 


7.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.


 






    	 



    	 



    

  


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.


 


Dated: _______________,


 





	 	Gaffney Broadcasting, Incorporated
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


 


 


 


 





[Supplemental Indenture Signature Page]


 











    	 



    	 



    

 





	 	Radio One, Inc. 
	 	 	 
	 	 	 
	 	By:	 
	 	Name: Peter D. Thompson
	 	Title: Executive Vice President and Chief Financial Officer



 





	 	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 Boston, Inc.
	 	Radio One of Boston Licenses, LLC
	 	Blue Chip Broadcasting, Ltd. 
	 	Blue Chip Broadcasting Licenses, Ltd.
	 	Radio One of Indiana, LLC
	 	Radio One of Indiana, L.P.
	 	Radio One of Texas II, LLC
	 	Satellite One, L.L.C.
	 	Hawes-Saunders Broadcast Properties, Inc.
	 	Radio One Cable Holdings, LLC
	 	New Mableton Broadcasting Corporation
	 	Radio One Media Holdings, LLC
	 	Radio One Distribution Holdings, LLC
	 	Interactive One, Inc.
	 	Interactive One, LLC
	 	Distribution One, LLC
	 	Reach Media, Inc.







 


 


 





	 	By:	 
	 	Name: Peter D. Thompson
	 	Title: Vice President and Chief Financial Officer



 


 





	 	Wilmington Trust, National Association, as Trustee
	 	 	 
	 	By:	 
	 	Name:
	 	Title:



 


 


 





[Supplemental Indenture Signature Page]