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Exhibit 4.1




SIXTH SUPPLEMENTAL INDENTURE

TO INDENTURE DATED AS OF MAY 18, 2001




     SIXTH
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 15 , 2006,
among (i) Syndication 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”) (such indenture, as supplemented by the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture, and the Fifth 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 bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever.




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	 	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 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




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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 benefit under the Indenture as the Subsidiary Guarantees theretofore
and thereafter issued in accordance with the terms of the Indenture as




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	 	 	 	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 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




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	 	 	 	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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	 	 	SYNDICATION 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




	 	 	 	 	 
	 

	 	 	 	 
	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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