exv4w1



 





Exhibit 4.1




CONSENT TO CREDIT AGREEMENT




     THIS CONSENT TO CREDIT AGREEMENT (this “Consent”), dated as of March 30, 2007 is
entered into among RADIO ONE, INC., a Delaware corporation (the “Borrower”), the lenders
listed on the signature pages hereof as Lenders (the “Lenders”), and WACHOVIA BANK,
NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).



BACKGROUND




     A. The Borrower, the Lenders, Bank of America, N.A., as syndication agent, Credit Suisse,
Merrill Lynch, Pierce Fenner & Smith Incorporated, and SunTrust Bank, as co-documentation agents,
and the Administrative Agent are parties to that certain Credit Agreement, dated as of June 13,
2005 (as the same has been amended, restated or modified from time to time, the “Credit
Agreement”). The terms defined in the Credit Agreement and not otherwise defined herein shall
be used herein as defined in the Credit Agreement.



     B. As disclosed by the Borrower in its current report on Form 8-K, filed with the Securities
and Exchange Commission on March 16, 2007 (the “March 16 8-K”), the Borrower is conducting
a review of its historical stock option granting practices from May 5, 1999 and, because the
Borrower has not completed its review, the Borrower was unable to file its annual report on Form
10-K for the year ended December 31, 2006 by March 16, 2007, the date upon which the Form 10-K was
due. The Borrower intends to file its annual report on Form 10-K as soon as practicable after the
completion of its review, and has requested a consent from the Lenders to extend the due date for
delivery of the Borrower’s audited consolidated financial statements for the fiscal year ending
December 31, 2006 as required in accordance with Section 5.01(a) of the Credit Agreement.



     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set
forth, and for other good and valuable consideration, the receipt and adequacy of which are all
hereby acknowledged, the parties hereto covenant and agree as follows:



     1. CONSENT. Subject to the satisfaction of the conditions of effectiveness set forth
in Section 3 hereof, the Required Lenders hereby consent to the extension of the due date
to May 15, 2007 for delivery of the Borrower’s audited consolidated financial statements for the
fiscal year ending December 31, 2006 required in accordance with Section 5.01(a) of the Credit
Agreement. This Consent is limited in scope and does not affect any other covenants or provisions
of the Credit Agreement or any other Loan Document.



     2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and
delivery hereof, the Borrower represents and warrants that, as of the Effective Date (as defined
herein) and after giving effect to the consent set forth in the foregoing Section 1:



     (a) the representations and warranties contained in the Credit Agreement and the other Loan
Documents are true and correct on and as of the Effective Date as made on and as of such date,
except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct as of such earlier date and except to the extent
expressly disclosed by the Borrower in the March 16 8-K; and



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     (b) no event has occurred and is continuing which constitutes a Default or Event of Default.



     3. CONDITIONS OF EFFECTIVENESS. This Consent shall not be effective until the
satisfaction of each of the following conditions precedent:



     (a) the representations and warranties set forth in Section 2 of this Consent shall be
true and correct;



     (b) the Administrative Agent shall have received counterparts of this Consent executed by the
Required Lenders; and



     (c) the Administrative Agent shall have received counterparts of this Consent executed by the
Borrower and Guarantors.



     4. REFERENCE TO THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS.



     (a) Upon and during the effectiveness of this Consent, each reference in the Credit Agreement
and the other Loan Documents to “this Agreement”, “hereunder”, or words of like import shall mean
and be a reference to the Credit Agreement or the other Loan Documents, as the case may be, as
affected by this Consent.



     (b) Except as expressly set forth herein, this Consent shall not by implication or otherwise
limit, impair, constitute an amendment of, or otherwise affect the rights or remedies of the
Administrative Agent or the Lenders under the Credit Agreement or any of the other Loan Documents,
and shall not alter, modify, amend, or in any way affect the terms, conditions, obligations,
covenants, or agreements contained in the Credit Agreement or the other Loan Documents, all of
which are hereby ratified and affirmed in all respects and shall continue in full force and effect.
Nothing herein shall be deemed to entitle the Borrower, Guarantors or Lenders to a consent to, or
a waiver, amendment, modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan Documents in similar or
different circumstances.



     (c) Notwithstanding that such consent is not required hereunder, each of the Guarantors hereby
consents to the execution and delivery of this Consent and reaffirm its respective obligations
under the Guarantee and Collateral Agreement.



     5. COSTS AND EXPENSES. The Borrower shall be obligated to pay the costs and expenses
of the Administrative Agent in connection with the preparation, reproduction, execution and
delivery of this Consent and the other instruments and documents to be delivered hereunder.



     6. EXECUTION IN COUNTERPARTS. This Consent may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original but all such counterparts together shall
constitute but one and the same instrument and signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature



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pages are physically attached to the same document. For purposes of this Consent, a
counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to
the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to
be treated as an original. The signature of such Person thereon, for purposes hereof, is to be
considered as an original signature, and the counterpart (or signature page thereto) so transmitted
is to be considered to have the same binding effect as an original signature on an original
document. This Consent shall become effective when the Administrative Agent has received
counterparts of this Consent executed by the Borrower and the Required Lenders and each of the
conditions precedent set forth in Section 3 have been satisfied (the “Effective
Date”).




     7. GOVERNING LAW; BINDING EFFECT. This Consent shall be governed by and construed in
accordance with the laws of the State of New York. This Consent shall be binding upon the Borrower
and each Lender and their respective successors and assigns.



     8. HEADINGS. Section headings in this Consent are included herein for convenience of
reference only and shall not constitute a part of this Consent for any other purpose.



     9. ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AFFECTED
BY THIS CONSENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER THEREIN
AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS BETWEEN THE PARTIES.



[Remainder of Page Left Intentionally Blank]




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



	 	 	 	 	 
	 	BORROWER:



RADIO ONE, INC.

 	 
	 	By:  	/s/ Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Exec Vice Pres & CFO 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 









 





	 	 	 
	 

	 	OTHER GUARANTORS
	 

	 	(for purposes of Section 4 hereof):
	 
	 	 
	 

	 	RADIO ONE, INC.
	 

	 	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 AUGUSTA, LLC
	 

	 	RADIO ONE OF BOSTON, INC.
	 

	 	RADIO ONE OF BOSTON LICENSES, LLC
	 

	 	RADIO ONE OF INDIANA, LLC
	 

	 	RADIO ONE OF TEXAS I, LLC
	 

	 	RADIO ONE OF TEXAS II, LLC
	 

	 	BLUE CHIP BROADCASTING, LTD.
	 

	 	BLUE CHIP BROADCASTING LICENSES, LTD.
	 

	 	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
	 

	 	RADIO ONE CABLE HOLDINGS, INC.






	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Exec Vice Pres & CFO 	 
	 
	 	RADIO ONE OF INDIANA, L.P.

 	 
	 	By:  	Radio One, Inc.,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 
	 	 	 


	 	 	 	 	 
	 	By:  	                                              /s/ Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Exec Vice Pres & CFO 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 









 





	 	 	 	 	 
	 	RADIO ONE OF TEXAS, L.P.

 	 
	 	By:  	Radio One of Texas I, LLC,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 
	 	 	 



	 	 	 	 	 
	 	By:  	                                              /s/ Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Exec Vice Pres & CFO 	 



	 	 	 	 	 
	 
	 	SYNDICATION ONE, INC.

 	 
	 	By:  	/s/ Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Exec Vice Pres & CFO 	 
	 
	 	MAGAZINE ONE, INC.

 	 
	 	By:  	/s/ Scott R. Royster
 	 
	 	 	Name:  	Scott R. Royster 	 
	 	 	Title:  	Exec Vice Pres & CFO 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 









 





	 	 	 
	 

	 	ADMINISTRATIVE AGENT, ISSUING BANK

AND REQUIRED LENDERS:
	 
	 	 
	 

	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
	 

	 	as Administrative Agent, Issuing Bank
and as a Lender






	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Russ Lyons
 	 
	 	 	Name:  	Russ Lyons  	 
	 	 	Title:  	Director 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Syndication Agent, Issuing Bank and as a Lender

 	 
	 	By:  	/s/ Todd Shipley
 	 
	 	 	Name:  	Todd Shipley 	 
	 	 	Title:  	Senior Vice President 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 









 





	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/ Doreen Barr
 	 
	 	 	Name:  	Doreen Barr 	 
	 	 	Title:  	Vice President 	 
	 
	 
	 	By:  	/s/ Laurence Lapeyre
 	 
	 	 	Name:  	Laurence Lapeyre 	 
	 	 	Title:  	Associate 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 









 





	 	 	 	 	 
	 	MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED,

as Co-Documentation Agent

 	 
	 	By:  	/s/ Nancy Meadows
 	 
	 	 	Name:  	Nancy Meadows  	 
	 	 	Title:  	Vice President 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 









 





	 	 	 	 	 
	 	Merrill Lynch Capital Corporation,

as a Lender

 	 
	 	By:  	/s/ Nancy Meadows
 	 
	 	 	Name:  	Nancy Meadows  	 
	 	 	Title:  	Vice President 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE




 









 








	 	 	 	 	 
	 	SUNTRUST BANK,

as Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/ Kip Hurd
 	 
	 	 	Name:  	Kip Hurd 	 
	 	 	Title:  	Director 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 









 





	 	 	 	 	 
	 	NATIONAL CITY BANK,

as a Lender

 	 
	 	By:  	/s/ Elizabeth Brosky
 	 
	 	 	Name:  	Elizabeth Brosky 	 
	 	 	Title:  	Vice President 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 










 





	 	 	 	 	 
	 	DIAMOND SPRINGS TRADING LLC, 

as a Lender

 	 
	 	By:  	/s/ L. Murchison Taylor
 	 
	 	 	Name:  	L. Murchison Taylor  	 
	 	 	Title:  	Vice President 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 









 








	 	 	 	 	 
	 	CALYON NEW YORK BRANCH, 

as a Lender

 	 
	 	By:  	/s/ Tanya Crossley
 	 
	 	 	Name:  	Tanya Crossley 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                      /s/ John McCloskey
 	 
	 	 	Name:  	John McCloskey 	 
	 	 	Title:  	Managing Director 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 









 





	 	 	 	 	 	 	 	 	 
	 	Bank of Scotland,

as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	By:	 	/s/ Karen Weich	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Karen Weich	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 





CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE




 









 






	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION,

as a Lender

 	 
	 	By:	/s/ Karl Kieffer
 
	 	Name: 	Karl Kieffer 	 
	 	Title:	Duly Authorized Signatory 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 









 





	 	 	 	 	 	 	 
	 	 	COÖPERATIEVE CENTRALE RAIFFEISEN-	 	 
	 	 	BOERENLEENBANK B.A., “RABOBANK	 	 
	 	 	NEDERLAND”, NEW YORK BRANCH,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Laurie Blazek	 	 
	 

	 	 	 	 

Name:  Laurie Blazek
	 	 
	 

	 	 	 	Title:  Executive Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brett Delfino	 	 
	 

	 	 	 	 

Name:  Brett Delfino
	 	 
	 

	 	 	 	Title:  Executive Director	 	 






CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE




 









 





	 	 	 	 	 	 	 
	 	 	BLACK DIAMOND CLO 2006-1(CAYMAN), Ltd.	 	 
	 	 	By: Black Diamond CLO 2006-1 Adviser, L.L.C.	 	 
	 	 	As Its Collateral Manager,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen H. Deckoff	 	 
	 

	 	 	 	 

Name:  Stephen H. Deckoff
	 	 
	 

	 	 	 	Title:  Managing Principal	 	 






CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE




 









 





	 	 	 	 	 	 	 
	 	 	The Royal Bank of Scotland plc,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Wynn	 	 
	 

	 	 	 	 

Name:  Andrew Wynn
	 	 
	 

	 	 	 	Title:  Managing Director	 	 






CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 










 




	 	 	 	 	 
	 	AIB Debt Management Limited,  
 as a
Lender

 	 
	 	By:  	/s/ Roisin O’Connell
 	 
	 	 	Name:  	Roisin O’Connell                                	 
	 	 	Title:  	Vice  President 
Investment
Advisor to AIB Debt  Management, Limited 	 
	 
	 	 	 
	 	By:  	 /s/ Anthony O’Reilly
 	 
	 	 	Name:  	Anthony O’Reilly  	 
	 	 	Title:  	Senior Vice  President 
Investment
Advisor to AIB Debt  Management, Limited 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE


 










 





	 	 	 	 	 
	 	Allied Irish Banks, plc., 

as a Lender

 	 
	 	By:  	/s/ Roisin O’Connell
 	 
	 	 	Name:  	Roisin O’Connell 	 
	 	 	Title:  	Vice  President 	 
	 
	 	 	 
	 	By:  	                                     /s/ Anthony O’Reilly
 	 
	 	 	Name:  	Anthony O’Reilly 	 
	 	 	Title:  	Senior Vice  President 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE




 








 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ Christophe Vohmann
 	 
	 	 	Name:  	Christophe Vohmann 	 
	 	 	Title:  	Vice President 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE





 









 





	 	 	 	 	 
	 	Grand Central Asset Trust, BDC Series, 

as a Lender 

 	 
	 	By:  	/s/ Molly Walter
 	 
	 	 	Name:  	Molly Walter 	 
	 	 	Title:  	Attorney-In-Fact 	 
	 



CONSENT TO CREDIT AGREEMENT — SIGNATURE PAGE