SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: March 30, 2007 (Date of earliest event reported)

RADIO ONE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		52-1166660 (I.R.S. Employer Identification No.)

5900 Princess Garden Parkway,
7th Floor
Lanham, Maryland 20706
(Address of principal executive offices)
(301) 306-1111
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 1.01. Entry into a Material Definitive Agreement

     As we disclosed in a March 16, 2007 current report on Form 8-K, we are conducting a review of our historical stock option granting practices from May 5, 1999. As we also announced in the March 16, 2007 Form 8-K, we have not completed our review, and as a result, we were unable to file our 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. We intend to file our annual report on Form 10-K as soon as practicable after the completion of our review.

     Section 5.01(a) of our Credit Agreement, dated June 13, 2005, by and among Radio One Inc. and the several lenders named in the Credit Agreement (the “Lenders”), requires that we deliver our audited consolidated financial statements for the fiscal year ending December 31, 2006 no later than March 31, 2007. On March 30, 2007, we entered into a Consent to Credit Agreement with the requisite Lenders (the “Consent”), pursuant to which the due date for the delivery of our audited consolidated financial statements for the fiscal year ending December 31, 2006 was extended from March 31, 2007 to May 15, 2007.

     The foregoing description of the Consent is qualified in its entirety by reference to the provisions of the complete Consent attached as Exhibit 4.1 to this Current Report on Form 8-K, which we hereby incorporate into this Item 1.01 by reference.

ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number		Description
4.1		Consent to Credit Agreement, dated March 30, 2007, by and among Radio One, Inc., the several Lenders listed on the signature pages thereof, and Wachovia Bank, National Association, as Administrative Agent.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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

     (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

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]

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

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		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.

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		ADMINISTRATIVE AGENT, ISSUING BANK AND REQUIRED LENDERS:
		WACHOVIA BANK, NATIONAL ASSOCIATION,
		as Administrative Agent, Issuing Bank and as a Lender

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	Bank of Scotland, as a Lender
	By:			/s/ Karen Weich
				Name:		Karen Weich
				Title:		Vice President

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		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

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		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

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		The Royal Bank of Scotland plc,
		as a Lender
		By:		/s/ Andrew Wynn
				Name:  Andrew Wynn
				Title:  Managing Director

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