exv4w2



 







Exhibit 4.2




FIRST SUPPLEMENTAL INDENTURE

TO INDENTURE DATED AS OF FEBRUARY 10, 2005




     FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 15, 2006 among Syndication 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 (the
“Indenture”), dated as of February 10, 2005 providing for the issuance of 6 3/8% Senior
Subordinated Notes due 2013 (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 “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.




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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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