exv4w12



 





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. a
Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the
Indenture referred to herein) and The Bank of New York, as trustee under the Indenture referred to
below (the “Trustee”).



WITNESSETH




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated
as 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 “First
Supplemental Indenture”) (such indenture, with the First Supplemental Indenture, shall hereinafter
be referred to as the “Indenture”);



     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 “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, 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 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:




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	 	(i)	 	the principal of and
interest, and premium or Additional Interest, 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.






	 	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.




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	 	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 the
Guaranteeing Subsidiary created hereunder (and the Obligations of each other
Guarantor) 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




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	 	 	 	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 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




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	 	 	 	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 bad 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 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




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	 	 	 	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




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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 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.
	 
	 	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.




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     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.



 









 





	 	 	 	 	 
	 	MAGAZINE ONE, INC.

 	 
	 	By:  	/s/ Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	RADIO ONE, INC.

 	 
	 	By:  	/s/ Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



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	 	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,

RADIO ONE OF AUGUSTA, LLC

CHARLOTTE BROADCASTING, LLC

RADIO ONE OF NORTH CAROLINA, LLC

RADIO ONE OF BOSTON, INC.

RADIO ONE OF BOSTON LICENSES, LLC

BLUE CHIP MERGER SUBSIDIARY, INC.

BLUE CHIP BROADCAST COMPANY

BLUE CHIP BROADCASTING, LTD.

BLUE CHIP BROADCASTING LICENSES, LTD.

BLUE CHIP BROADCASTING LICENSES II, LTD.

RADIO ONE OF TEXAS, LP

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

RADIO ONE OF INDIANA, LP

     By: RADIO ONE, INC., ITS GENERAL PARTNER

RADIO ONE OF TEXAS I, LLC

RADIO ONE OF TEXAS II, LLC

RADIO ONE OF INDIANA, LLC

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

SYNDICATION ONE, INC.

 	 
	 	By:  	/s/ Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



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	 	THE BANK OF NEW YORK

     as Trustee

 	 
	 	By:  	/s/ Cheryl L. Clarke
 	 
	 	 	Authorized Signer 	 
	 	 	 	 
	 




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