exv4w11



 





Exhibit 4.11




SEVENTH SUPPLEMENTAL INDENTURE

TO INDENTURE DATED AS OF MAY 18, 2001




     SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 22,
2006, among (i) Magazine One, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), which
Guaranteeing Subsidiary is a direct wholly-owned 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”).



WITNESSETH




     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”), a first supplemental indenture, dated as of August 10, 2001 (the “First Supplemental
Indenture”), a second supplemental indenture, dated as of December 31, 2001 (the “Second
Supplemental Indenture”), a third supplemental indenture, dated as of July 17, 2003 (the “Third
Supplemental Indenture”), a fourth supplemental indenture, dated as of October 19, 2004 (the
“Fourth Supplemental Indenture”), a fifth supplemental indenture, dated as of February 8, 2005 (the
“Fifth Supplemental Indenture”), a sixth supplemental indenture, dated as of February 15, 2006 (the
“Sixth Supplemental Indenture”) (such indenture, as supplemented by the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture, Fifth Supplemental Indenture and the Sixth Supplemental Indenture, shall
hereinafter be referred to as the “Indenture”);



     WHEREAS, the Guaranteeing Subsidiary has issued shares of its capital stock to the Company so
that the Company holds 100% of the outstanding capital stock of the Guaranteeing Subsidiary,



     WHEREAS, the Indenture provides that under certain circumstances, 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, 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 (and, for purposes of
subsection (i) of this Section, the Guaranteeing Subsidiary and each Existing
Guarantor) 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.






	 	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




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	 	 	 	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 the Guaranteeing
Subsidiary created hereunder (and the Obligations of each Existing 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 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




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	 	 	 	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. The 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




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	 	 	 	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 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




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	 	 	 	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.
	 
	 	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.





     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.



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	 	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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