================================================================================
RADIO ONE, INC., BELL BROADCASTING COMPANY and
RADIO ONE OF DETROIT, INC.
and
UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee
--------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 30, 1998
to
INDENTURE
Dated as of May 15, 1997
by and among
RADIO ONE, INC., as Issuer
and
UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee
--------------------------------
$85,478,000
12% Senior Subordinate Notes Due 2004
================================================================================
FIRST SUPPLEMENTAL INDENTURE dated as of June 30, 1998, by and among RADIO
ONE, INC. ("ROI" or the "Company"), a Delaware corporation, BELL BROADCASTING
COMPANY ("Bell"), a Michigan corporation, RADIO ONE OF DETROIT, INC. ("ROD"), a
Delaware corporation, and UNITED STATES TRUST COMPANY OF NEW YORK (the
"Trustee").
WHEREAS, the Company heretofore executed and delivered to the Trustee an
Indenture dated as of May 15, 1997 (the "Indenture"), providing for the issuance
of $85,478,000 aggregate principal amount of the Company's 12% Senior
Subordinated Notes Due 2004 (the "Notes"); and
WHEREAS, Bell is a wholly owned subsidiary of ROI and ROD is a wholly owned
subsidiary of Bell; and
WHEREAS, Bell and ROD desire by this First Supplemental Indenture to
expressly become Subsidiary Guarantors bound by the Subsidiary Guarantee of the
Securities set forth in Article 11 of the Indenture; and
WHEREAS, the execution and delivery of this First Supplemental Indenture
has been authorized by resolutions of the Board of Directors of Bell and ROD;
and
WHEREAS, all conditions and requirements necessary to make this First
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been performed and fulfilled by the parties hereto and the
execution and delivery thereof have been in all respects duly authorized by the
parties hereto.
NOW, THEREFORE, in consideration of the above premises, each party agrees,
for the benefit of the other and for the equal and ratable benefit of the
Holders of the Notes, as follows:
ARTICLE 1
ASSUMPTION OF OBLIGATIONS
Section 1.01. Assumption. Bell and ROD hereby expressly agree to become
Subsidiary Guarantors of the Securities set forth in Article 11 of the Indenture
and to assume all such Obligations (as such term is defined in the Indenture) as
set forth in Article 11 of the Indenture. Any Notes delivered after the date of
this First Supplemental Indenture, including Notes delivered in substitution or
exchange for any outstanding Notes, as provided in the Indenture, may be
executed and delivered by Radio One, Inc. in its own name, with such notations,
legends or endorsements required by law, stock exchange rules or usage, and each
such Note shall constitute the obligation of Bell and ROD.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01. Terms Defined. For all purposes of this First Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this First Supplemental Indenture and defined
in the Indenture have the meanings specified in the Indenture.
Section 2.02. Indenture. Except as amended hereby, the Indenture and the
Notes are in all respects ratified and confirmed and all the terms shall remain
in full force and effect.
Section 2.03. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS. Each of the parties hereto agrees to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this First Supplemental Indenture,
provided that such jurisdiction shall be non-exclusive.
Section 2.04. Successors. All agreements of Bell and ROD in this First
Supplemental Indenture and the Notes shall bind its successors. All agreements
of the Trustee in this Indenture shall bind its successor.
Section 2.05. Multiple Counterparts. The parties may sign multiple
counterparts of this First Supplemental Indenture. Each signed counterpart shall
be deemed an original, but all of them together represent the same agreement.
Section 2.06. Effectiveness. The provisions of this First Supplemental
Indenture will take effect immediately upon its execution and delivery by the
Trustee and satisfaction with all of the conditions set forth in Section 4.12 of
the Indenture.
Section 2.07. Trustee Disclaimer. The Trustee accepts the amendment of the
Indenture effected by this First Supplemental Indenture and agrees to execute
the trust created by the Indenture and agrees to execute the trust created by
the Indenture as hereby amended, but only upon the terms and conditions set
forth in the Indenture, including the terms and provisions defining and limiting
the liabilities and responsibilities of the Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in
the performance of the trust created by the Indenture as hereby amended, and
without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the recitals
or statements contained herein, all of which recitals or statements are made
solely by Bell and ROD, or for or with respect to (i) the validity or
sufficiency of this First Supplemental Indenture or any of the terms or
provisions hereof, (ii) the proper authorization hereof by Bell and ROD by
corporate action or otherwise, (iii) the due execution hereof by Bell and ROD,
(iv) the consequences (direct or indirect and whether deliberate or inadvertent)
of any amendment hereby provided for, and the Trustee makes no representation
with respect to any such matters.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first written above.
Radio One, Inc.
By: /s/ Alfred C. Liggins
-----------------------------------
Name: Alfred C. Liggins
Title: President
Bell Broadcasting Company
By: /s/ Alfred C. Liggins
-----------------------------------
Name: Alfred C. Liggins
Title: President
Radio One of Detroit, Inc.
By: /s/ Alfred C. Liggins
-----------------------------------
Name: Alfred C. Liggins
Title: President
Attest: /s/ Scott R. Royster
--------------------------
UNITED STATES TRUST COMPANY of
NEW YORK, as Trustee
By:
-----------------------------------
Name:
Title: