S-3

   As filed with the Securities and Exchange Commission on January 29, 2002
                                                   Registration Nos. 333-
                                                                     333-   -01
                                                                     333-   -02
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               -----------------
                                   FORM S-3
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
                               -----------------
                               Radio One, Inc.*
                               Radio One Trust I
                               Radio One Trust II
            (Exact name of Registrant as specified in its charter)
                               -----------------
         Delaware                 52-1166660                   4832
         Delaware              TO BE APPLIED FOR
         Delaware              TO BE APPLIED FOR
      (State of other          (I.R.S. Employer      (Primary Standard Industry
      jurisdiction of         Identification No.)     Classification Number)
     incorporation or
       organization)
                    5900 Princess Garden Parkway, 7th Floor
                               Lanham, MD 20706
                           Telephone: (301) 306-1111
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                               -----------------
                            ALFRED C. LIGGINS, III
                     Chief Executive Officer and President
                                Radio One, Inc.
                    5900 Princess Garden Parkway, 7th Floor
                               Lanham, MD 20706
                           Telephone: (301) 306-1111
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                                 With copy to:
                           TERRANCE L. BESSEY, ESQ.
                             LAURA S. HARPER, ESQ.
                               Kirkland & Ellis
                          655 Fifteenth Street, N.W.
                            Washington, D.C. 20005
                           Telephone: (202) 879-5000
*  The entities listed on the page following the Registration Fee Calculation
   Table (on next page) are also included in this Registration Statement on
   Form S-3 as additional Registrants.
                               -----------------
   Approximate date of commencement of the proposed sale to the public: From
time to time after this Registration Statement becomes effective, as determined
by market conditions.
   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[_]
   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
   If delivery of the prospectus is expected to be made pursuant to Rule
434,please check the following box. [_]
   The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said section 8(a), may determine.



                        CALCULATION OF REGISTRATION FEE
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                                                                                     Proposed
                                                                  Number/            Maximum            Proposed
                                                                 Amount of           Offering           Maximum
                                                               Securities to        Price Per          Aggregate
      Title of Each Class of Securities to be Registered       be Registered        Unit/Share       Offering Price
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                            
PRIMARY OFFERING:
Class D Common Stock, par value $0.001 per share /(1)/........
Preferred stock, par value $0.001 per share /(1)/.............
Warrants to purchase class D common stock, preferred stock or
 debt securities /(1)/........................................
Stock purchase contracts of Radio One, Inc. /(1)/.............
Stock purchase units of Radio One, Inc. /(1)/.................
8 7/8% Senior Subordinated Notes due 2011 /(1)/...............
Other debt securities of Radio One, Inc. /(1)/................
Guarantees of debt securities of Radio One, Inc. /(1)(2)/.....
Junior subordinated debentures of Radio One, Inc. /(1)(3)/....
Trust preferred securities of Radio One Trust I /(1)(4)/......
Trust preferred securities of Radio One Trust II /(1)(4)/.....
Radio One, Inc. guarantees with respect to the Trust preferred
 securities /(1) (2)/.........................................
  Primary Offering Total...................................... $500,000,000/(1)(5)/      N/A/(5)(6)/  $500,000,000/(1)(5)/
- ---------------------------------------------------------------------------------------------------------------------------
SECONDARY OFFERING:
Class D Common Stock, par value $0.001 per share..............    3,483,510           $17.48/(7)/     $ 60,891,755/(1)(5)/
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL.........................................................          N/A              N/A          $560,891,755





                                                                Amount of
                                                               Registration
      Title of Each Class of Securities to be Registered           Fee
- -----------------------------------------------------------------------------
                                                            
PRIMARY OFFERING:
Class D Common Stock, par value $0.001 per share /(1)/........
Preferred stock, par value $0.001 per share /(1)/.............
Warrants to purchase class D common stock, preferred stock or
 debt securities /(1)/........................................
Stock purchase contracts of Radio One, Inc. /(1)/.............
Stock purchase units of Radio One, Inc. /(1)/.................
8 7/8% Senior Subordinated Notes due 2011 /(1)/...............
Other debt securities of Radio One, Inc. /(1)/................
Guarantees of debt securities of Radio One, Inc. /(1)(2)/.....
Junior subordinated debentures of Radio One, Inc. /(1)(3)/....
Trust preferred securities of Radio One Trust I /(1)(4)/......
Trust preferred securities of Radio One Trust II /(1)(4)/.....
Radio One, Inc. guarantees with respect to the Trust preferred
 securities /(1) (2)/.........................................
  Primary Offering Total......................................   $46,000
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SECONDARY OFFERING:
Class D Common Stock, par value $0.001 per share..............   $ 5,602
- -----------------------------------------------------------------------------
TOTAL.........................................................   $51,602/(8)/

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- --------------------------------------------------------------------------------
/(1)/ Such indeterminate number or amount of class D common stock, preferred
      stock, warrants, stock purchase contracts, stock purchase units, 8 7/8%
      Senior Subordinated Notes due 2011, other senior and subordinated debt
      securities and junior subordinated debentures of Radio One, Inc., and
      trust preferred securities of Radio One Trust I and Radio One Trust II,
      as may from time to time be issued at indeterminate prices, with an
      aggregate initial offering price not to exceed $500,000,000 or the
      equivalent thereof in one or more foreign currencies, foreign currency
      units or composite currencies. Securities registered hereunder may be
      sold separately, together or as units with other securities registered
      hereunder.
/(2)/ Pursuant to Rule 457(h), no separate fee is payable with respect to the
      guarantees being registered hereby.
/(3)/ Junior subordinated debentures or other debt securities may be issued and
      sold to Radio One Trust I or Radio One Trust II in connection with the
      issuance of trust preferred securities by Radio One Trust I or Radio One
      Trust II, in which event such junior subordinated debentures or other
      debt securities may later be distributed to holders of the trust
      preferred securities upon dissolution and liquidation of Radio One Trust
      I or Radio One Trust II. No separate consideration will be received for
      the junior subordinated debentures or other debt securities of Radio One,
      Inc. distributed upon any liquidation of Radio One Trust I or Radio One
      Trust II.
/(4)/ Radio One, Inc. is also registering under this Registration Statement all
      other obligations that it may have with respect to trust preferred
      securities issued by Radio One Trust I and Radio One Trust II. No
      separate consideration will be received for the Radio One, Inc.
      guarantees or any other such obligations.
/(5)/ United States dollars or the equivalent thereof in one or more foreign
      currencies, foreign currency units or composite currencies estimated in
      accordance with Rule 457(o) under the Securities Act of 1933, as amended.
      Pursuant to Rule 457(o), which permits the registration fee to be
      calculated on the basis of the maximum offering price of all the
      securities listed, the table does not specify by each class information
      as to the amount to be registered, proposed maximum offering price per
      unit or proposed maximum aggregate offering price.
/(6)/ The Registrants will determine the proposed maximum offering price per
      unit/share from time to time in connection with issuance of the
      securities registered hereunder.
/(7)/ These amounts, estimated solely for the purpose of determining the
      registration fee, were calculated pursuant to Rule 457(c) under the
      Securities Act of 1933, as amended, and were based on the average high
      and low sale price per share on The Nasdaq Stock Market's National Market
      of Radio One, Inc.'s class D common stock, par value $0.001 per share,
      determined on January 28, 2002.
/(8) /As permitted by Rule 429 under the Securities Act of 1933, as amended,
     and Securities Act Release No. 33-7168, footnote 21, Radio One is carrying
     forward the filing fee related to Registration Statement No. 333-58436
     previously filed, as to which all 5,000,000 shares of class D common stock
     of Radio One thereunder remain unsold. The registration fee of $24,750
     associated with such securities was previously paid. Accordingly, the
     registration fee owed with respect to the securities being registered
     hereby is $26,852.
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- --------------------------------------------------------------------------------



   The following direct and indirect subsidiaries of Radio One, Inc. are
guarantors of the 8 7/8% Senior Subordinated Notes due 2011 and may guarantee
certain of the other debt securities and are additional Registrants under this
Registration Statement:



                                                                    I.R.S. Employer
 Exact Name of Additional Registrants*   Jurisdiction of Formation Identification No.
 -------------------------------------   ------------------------- ------------------
                                                             
RADIO ONE LICENSES, LLC.................         Delaware                 52-1166660
BELL BROADCASTING COMPANY...............         Michigan                 38-1537987
RADIO ONE OF DETROIT, LLC...............         Delaware                 38-1537987
RADIO ONE OF ATLANTA, LLC...............         Delaware                 52-1166660
ROA LICENSES, LLC.......................         Delaware                 52-1166660
RADIO ONE OF CHARLOTTE, LLC.............         Delaware                 57-1103928
RADIO ONE OF AUGUSTA, LLC...............         Delaware                 52-1166660
CHARLOTTE BROADCASTING, LLC.............         Delaware                 52-1166660
RADIO ONE OF NORTH CAROLINA, LLC........         Delaware                 52-1166660
RADIO ONE OF BOSTON, INC................         Delaware                 52-2297366
RADIO ONE OF BOSTON LICENSES, LLC.......         Delaware                 52-2297366
BLUE CHIP MERGER SUBSIDIARY, INC........         Delaware                 52-2334006
BLUE CHIP BROADCAST COMPANY.............             Ohio                 31-1402186
BLUE CHIP BROADCASTING, LTD.............             Ohio                 31-1459349
BLUE CHIP BROADCASTING LICENSES, LTD....             Ohio                 31-1402186
BLUE CHIP BROADCASTING LICENSES II, LTD.           Nevada                 31-1688377
RADIO ONE OF INDIANA, L.P...............         Delaware                 52-2359338
RADIO ONE OF INDIANA, LLC...............         Delaware                 52-1166660
RADIO ONE OF TEXAS, L.P.................         Delaware                 52-2359336
RADIO ONE OF TEXAS I, LLC...............         Delaware                 52-2359328
RADIO ONE OF TEXAS II, LLC..............         Delaware                 52-2359333
SATELLITE ONE, L.L.C....................         Delaware          To Be Applied For

- --------
*  The address for each of the additional Registrants is Radio One, Inc., 5900
   Princess Garden Parkway, 7th Floor, Lanham, MD 20706, telephone (301)
   306-1111. The primary standard industrial classification number for each of
   the additional Registrants is 4832.

                               EXPLANATORY NOTE

   This registration statement consists of two separate prospectuses. The first
prospectus relates to (i) the offer and sale from time to time by Radio One,
Inc. of its class D common stock, preferred stock, warrants, stock purchase
contracts, stock purchase units, debt securities and guarantees, and (ii) the
offer and sale from time to time of trust preferred securities by Radio One
Trust I and Radio One Trust II. The second prospectus relates to the offer and
sale from time to time by certain selling stockholders of Radio One, Inc. named
therein of class D common stock of Radio One, Inc.



   The information in this preliminary prospectus is not complete and may be
   changed. Radio One and the Radio One Trusts may not sell these securities
   until the  Securities and  Exchange Commission declares the  registration
   statement effective. This  preliminary prospectus is not an offer to sell
   these  securities and is not soliciting an  offer to buy these securities
   in any state where the offer or sale is not permitted.

                             SUBJECT TO COMPLETION
                 PRELIMINARY PROSPECTUS DATED JANUARY 29, 2002

[LOGO] Radio One Logo

                                 $500,000,000

                                RADIO ONE, INC.
                               -----------------
                             Class D Common Stock
                                Preferred Stock
                   8 7/8% Senior Subordinated Notes Due 2011
                            Senior Debt Securities
                         Subordinated Debt Securities
                        Junior Subordinated Debentures
                                   Warrants
                           Stock Purchase Contracts
                             Stock Purchase Units

                               RADIO ONE TRUST I
                               RADIO ONE TRUST II
                               -----------------
        Trust Preferred Securities Fully and Unconditionally Guaranteed
         to the Extent Provided in this Prospectus by Radio One, Inc.
                               -----------------

   This prospectus is part of a shelf registration statement which Radio One
and the Radio One Trusts have filed with the Securities and Exchange
Commission. Under the shelf registration statement, Radio One may offer: shares
of class D common stock; shares of preferred stock; stock purchase contracts to
purchase shares of class D common stock; stock purchase units to purchase
shares of class D common stock; 8 7/8% senior subordinated notes due 2011,
other unsecured debentures, notes, bonds or other evidences of indebtedness;
and warrants to purchase shares of class D common stock, preferred stock or
debt securities; and the Radio One Trusts may offer trust preferred securities,
all of which securities combined, have an aggregate initial public offering
price of $500,000,000, including the U.S. dollar equivalent if the initial
public offering is denominated in one or more foreign currencies, foreign
currency units or composite currencies.

   Under the shelf registration process, we may sell the securities from time
to time in one or more separate offerings, in amounts, at prices and on terms
to be determined at the time of sale. Radio One's debt securities may be
issuable in global form, in registered form without coupons attached, or in
bearer form with or without coupons attached.

   Our class D common stock is traded on The Nasdaq Stock Market's National
Market under the symbol "ROIAK." The last reported sale price for our class D
common stock on January 28, 2002 was $17.65 per share.

   In addition to class D common stock, Radio One also has shares of class A
common stock, class B common stock and class C common stock issued and
outstanding. The rights of holders of each of these classes of common stock
differ with respect to some aspects of convertibility and voting. Radio One
will not offer or sell any shares of class A common stock, class B common stock
or class C common stock using this prospectus.

   This prospectus provides a general description of the securities Radio One
and the Radio One Trusts may offer. Each time Radio One sells a particular
series of debt securities or preferred stock, shares of class D common stock,
stock purchase contracts, stock purchase units or warrants or a Radio One Trust
sells trust preferred securities, it will provide a prospectus supplement which
will contain the specific terms of the securities being offered at that time.
Unless otherwise specified in the prospectus supplement, the debt securities
will be senior debt securities of Radio One.

   The prospectus supplement may add, update or change information contained in
the prospectus. You should read both this prospectus and the prospectus
supplement in conjunction with the additional information described under the
headings "Where You Can Find More Information" and "Information Incorporated by
Reference."

   Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

                 The date of this prospectus is       , 2002.



                               -----------------

                               TABLE OF CONTENTS



                                                       Page
                    -                                  ----
                                                    
                    RADIO ONE, INC....................   1
                    THE RADIO ONE TRUSTS..............   1
                    CAUTIONARY NOTE REGARDING
                      FORWARD-LOOKING STATEMENTS......   2
                    USE OF PROCEEDS...................   2
                    RATIO OF EARNINGS TO FIXED CHARGES
                      AND PREFERRED STOCK DIVIDENDS...   3
                    GENERAL DESCRIPTION OF SECURITIES.   3
                    RISK FACTORS......................   3
                    DESCRIPTION OF CAPITAL STOCK......   3
                    DESCRIPTION OF NOTES..............   5
                    DESCRIPTION OF OTHER DEBT
                      SECURITIES......................  41
                    DESCRIPTION OF GUARANTEES.........  49
                    DESCRIPTION OF JUNIOR SUBORDINATED
                      DEBENTURES......................  50
                    DESCRIPTION OF TRUST PREFERRED
                      SECURITIES......................  59



                                                        Page
                    -                                   ----
                                                     
                    DESCRIPTION OF PREFERRED SECURITIES
                      GUARANTEES.......................  68
                    RELATIONSHIP AMONG THE TRUST
                      PREFERRED SECURITIES, THE
                      CORRESPONDING JUNIOR
                      SUBORDINATED DEBENTURES OR OTHER
                      DEBT SECURITIES AND THE PREFERRED
                      SECURITIES GUARANTEES............  73
                    DESCRIPTION OF WARRANTS............  74
                    DESCRIPTION OF STOCK PURCHASE
                      CONTRACTS AND STOCK PURCHASE
                      UNITS............................  76
                    PLAN OF DISTRIBUTION...............  77
                    LEGAL MATTERS......................  78
                    EXPERTS............................  78
                    WHERE YOU CAN FIND MORE
                      INFORMATION......................  79
                    INFORMATION INCORPORATED BY
                      REFERENCE........................  79


                               -----------------

   You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities.

                                       i



                                RADIO ONE, INC.

   Radio One was founded in 1980 and is one of the largest radio broadcasting
companies in the United States. We are also the largest radio broadcasting
company in the United States primarily targeting African-Americans.

   Our strategy is to expand within our existing markets and into new markets
that have a significant African-American presence. We believe radio
broadcasting primarily targeting African-Americans has significant growth
potential. We also believe that we have a competitive advantage in the
African-American market and the radio industry in general, due to our primary
focus on urban formats, our skill in programming and marketing these formats,
and our turnaround expertise.

   Radio One is led by our Chairperson and co-founder, Catherine L. Hughes, and
her son, Alfred C. Liggins, III, our Chief Executive Officer and President, who
together have 45 years of operating experience in radio broadcasting. Ms.
Hughes, Mr. Liggins and our strong management team have successfully executed a
strategy of acquiring and turning around underperforming radio stations.

   Our principal executive offices are located at 5900 Princess Garden Parkway,
7th Floor, Lanham, Maryland 20706 and our telephone number is (301) 306-1111.

   For more information about our business, please see our Form 10-K/A for the
year ended December 31, 2000, which is incorporated by reference in this
prospectus. The description of our business contained in our Form 10-K/A for
the year ended December 31, 2000 will be updated and superseded by later
filings we make with the SEC that are incorporated by reference in this
prospectus.

                             THE RADIO ONE TRUSTS

   Each Radio One Trust is a statutory business trust created under Delaware
law pursuant to:

    .  a trust agreement executed by Radio One as sponsor for each Radio One
       Trust and by the initial trustees of such Radio One Trust; and

    .  the filing of a certificate of trust with the Delaware Secretary of
       State.

   Each Radio One Trust exists for the exclusive purposes of:

    .  issuing and selling trust preferred securities representing preferred
       undivided beneficial interests in the assets of such Radio One Trust and
       trust common securities representing common undivided beneficial
       interests in the assets of such Radio One Trust;

    .  using the proceeds from the sale of such trust securities to acquire a
       series of corresponding junior subordinated debentures or other debt
       securities of Radio One; and

    .  engaging in only those other activities necessary, advisable or
       incidental to these purposes.

   Radio One's junior subordinated debentures or other debt securities, as the
case may be, will be the sole assets of a Radio One Trust and, accordingly,
payments under the corresponding junior subordinated debentures or other debt
securities, as the case may be, will be the sole revenues of that Radio One
Trust.

   All of the trust common securities of a Radio One Trust will be owned by
Radio One and will rank equally, and payments will be made on trust common
securities pro rata, with the trust preferred securities of such Radio One
Trust, except that upon the occurrence and continuance of an event of default
under the applicable trust agreement resulting from an event of default under
the applicable indenture, the rights of Radio One as the trust common
securities holder to payments in respect of distributions and payments upon
liquidation, redemption or otherwise will be subordinated to the rights of the
holders of trust preferred securities of such Radio One Trust.

                                      1



See "Description of Trust Preferred Securities--Subordination of Trust Common
Securities." Radio One will acquire trust common securities of each Radio One
Trust in an aggregate liquidation amount equal to at least 3% of the total
capital of that Radio One Trust. Each Radio One Trust will dissolve on the date
specified in the applicable prospectus supplement, but may dissolve earlier as
provided in the applicable trust agreement.

   Each Radio One Trust's business and affairs are conducted by its trustees
who are appointed by Radio One as the trust common securities holder. Unless
otherwise specified in the prospectus supplement, the trustees for each Radio
One Trust will be Wilmington Trust Company, as property trustee, Wilmington
Trust Company, as Delaware trustee, and three individual trustees, which are
referred to as administrative trustees, who are officers or employees of Radio
One. Wilmington Trust Company, as property trustee, will act as sole indenture
trustee under each trust agreement. Wilmington Trust Company will act as
indenture trustee under any preferred securities guarantee and the junior
subordinated debenture indenture. See "Description of Preferred Securities
Guarantees," "Description of Other Debt Securities" and "Description of Junior
Subordinated Debentures." The trust common securities holder of a Radio One
Trust or, if an event of default under the trust agreement has occurred and is
continuing, the holders of a majority in liquidation amount of the trust
preferred securities of such Radio One Trust will be entitled to appoint,
remove or replace such Radio One Trust's property trustee and the Delaware
trustee. In no event will the holders of trust preferred securities have the
right to vote to appoint, remove or replace the administrative trustees; such
voting rights will be vested exclusively in Radio One as the trust common
securities holder. The duties and obligations of the trustees will be governed
by the applicable trust agreement.

   Radio One, as sponsor of the Radio One Trusts, will pay all fees, expenses,
debts and obligations, other than payments in respect of trust securities,
related to each Radio One Trust and the offering of the trust preferred
securities and will pay, directly or indirectly, all ongoing costs, expenses
and liabilities of each Radio One Trust, other than payments in respect of
trust securities.

   For financial reporting purposes, we will treat the Radio One Trusts as our
subsidiaries. Accordingly, we will include the accounts of the Radio One Trusts
in our consolidated financial statements. We will present the Radio One Trusts'
preferred securities as a separate line item in our consolidated balance sheet,
as mandatorily redeemable preferred securities of Radio One Trust I and Radio
One Trust II, and we will include appropriate disclosures about these
securities in the notes to our consolidated financial statements.

             CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

   This prospectus and the documents incorporated in this prospectus by
reference contain forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements are not historical facts, but rather are based
on our current expectations, estimates and projections about Radio One's
industry, our beliefs and assumptions. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates" and similar expressions
are intended to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements. These risks
and uncertainties are described in "Risk Factors" and elsewhere in this
prospectus. We undertake no obligation to publicly update or revise any
forward-looking statements because of new information, future events or
otherwise. In light of these risks and uncertainties, the forward-looking
events and circumstances discussed in this prospectus might not transpire.

                                USE OF PROCEEDS

   Unless we state otherwise in the accompanying prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered in such
prospectus supplement for general corporate purposes, which may include
additions to working capital, repayment or redemption of existing indebtedness
and financing of capital expenditures, pending and future acquisitions and
strategic investment opportunities. We may borrow additional funds from time to
time from public and private sources on both a long-term and short-term basis
to fund our future capital and working capital requirements in excess of
internally generated funds.

                                      2



   The proceeds from the sale of trust preferred securities by a Radio One
Trust will be invested in either junior subordinated debentures or other debt
securities of Radio One. Except as may otherwise be described in the related
prospectus supplement, Radio One expects to use the net proceeds from the sale
of such junior subordinated debentures or other debt securities to the
applicable Radio One Trust for general corporate purposes. Any specific
allocation of the proceeds to a particular purpose that has been made at the
date of any prospectus supplement will be described therein.

       RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

   The following table sets forth our consolidated ratio of earnings to
combined fixed charges and preferred stock dividends for the periods indicated.



          Fiscal Year Ended December 31,         Nine Months Ended September 30,
        ---------------------------------        -------------------------------
        1996   1997    1998    1999  2000            2000           2001
        ----   ----    ----    ----  ----            ----           ----
                                               
          --     --      --   1.08x    --            2.0x             --


Earnings were insufficient to cover combined fixed charges and preferred stock
dividends for the fiscal years ended December 31, 1996, 1997, 1998 and 2000 and
for the nine months ended September 30, 2001 by approximately $3.6 million,
$5.0 million, $4.5 million, $12.7 million and $66.9 million, respectively.

                       GENERAL DESCRIPTION OF SECURITIES

   Radio One may offer shares of class D common stock, preferred stock, 8 7/8%
senior subordinated notes due 2011, other debt securities, junior subordinated
debentures, warrants, stock purchase contracts, stock purchase units, or any
combination of them either individually or as units consisting of one or more
securities under this prospectus. Each Radio One Trust may offer trust
preferred securities under this prospectus.

                                 RISK FACTORS

   The securities to be offered may involve a high degree of risk. These risks
will be set forth in a prospectus supplement relating to the securities to be
offered by that prospectus supplement. You should carefully consider the
important factors set forth under the heading "Risk Factors" in the applicable
supplement to this prospectus before investing in any securities that may be
offered.

                         DESCRIPTION OF CAPITAL STOCK

   The following description of Radio One's capital stock sets forth general
terms and provisions of the particular issuance of capital stock to which any
prospectus supplement may relate. The prospectus supplement will describe the
particular terms of any sale of capital stock and the extent, if any, to which
such general provisions will not apply to such sale. The following description
is a summary of the material provisions of our certificate of incorporation and
is qualified in its entirety by Radio One's certificate of incorporation, which
is incorporated as an exhibit to our registration statement of which this
prospectus is a part.

   Our capital stock consists of (1) 480,000,000 authorized shares of common
stock, $0.001 par value per share, which consists of (a) 30,000,000 shares of
class A common stock, (b) 150,000,000 shares of class B common stock, (c)
150,000,000 shares of class C common stock, and (d) 150,000,000 shares of class
D common stock, and (2) 1,000,000 shares of preferred stock, par value $0.001
per share, 310,000 shares of which have been designated as 61/2% Convertible
Preferred Securities, Remarketable Term Income Deferrable Equity Securities,
known as HIGH TIDES. We have no shares of preferred stock other than the HIGH
TIDES designated or outstanding.

                                      3



Class A Common Stock

   The holders of class A common stock are entitled to one vote for each share
held on all matters voted upon by stockholders, including the election of
directors and any proposed amendment to the certificate of incorporation. The
holders of class A common stock are entitled to vote as a class to elect two
directors to the board of directors. The holders of class A common stock will
be entitled to such dividends as may be declared at the discretion of the board
of directors out of funds legally available for that purpose. The holders of
class A common stock will be entitled to share ratably with all other classes
of common stock in the net assets of Radio One upon liquidation after payment
or provision for all liabilities. All shares of class A common stock may be
converted at any time into a like number of shares of class C common stock or
class D common stock at the option of the holder of such shares.

Class B Common Stock

   The holders of class B common stock are entitled to the same rights,
privileges, benefits and notices as the holders of class A common stock, except
that the holders of class B common stock will be entitled to ten votes per
share. All shares of class B common stock may be converted at any time into a
like number of shares of class A common stock at the option of the holder of
such shares. Catherine L. Hughes and Alfred C. Liggins, III may transfer shares
of class B common stock held by them only to "Class B Permitted Transferees,"
and Class B Permitted Transferees may transfer shares of class B common stock
only to other Class B Permitted Transferees. If any shares of class B common
stock are transferred to any person or entity other than a Class B Permitted
Transferee, such shares will automatically be converted into a like number of
shares of class A common stock. "Class B Permitted Transferees" include Ms.
Hughes, Mr. Liggins, their respective estates, spouses, former spouses, parents
or grandparents or lineal descendants thereof, and certain trusts and other
entities for the benefit of, or beneficially owned by, such persons. Ms. Hughes
and Mr. Liggins have agreed to vote their shares of common stock together in
elections of members of the board of directors.

Class C Common Stock

   The holders of class C common stock are entitled to the same rights,
privileges, benefits and notices as the holders of class A common stock and
class B common stock, except that the holders of class C common stock, unless
otherwise required by law, will be entitled to no votes per share. All shares
of class C common stock may be converted at any time into a like number of
shares of class A common stock at the option of the holder of such shares,
except that Class B Permitted Transferees may convert shares of class C common
stock into shares of class A common stock, or otherwise acquire shares of class
A common stock, only in connection with:

    .  a merger or consolidation of Radio One with or into, or other
       acquisition of, another entity pursuant to which the Class B Permitted
       Transferees are to receive shares of class A common stock in exchange
       for their interest in such entity;

    .  the transfer of such shares of class A common stock to a person or
       entity other than a Class B Permitted Transferee; or

    .  a registered public offering of such shares of class A common stock.

Class D Common Stock

   The holders of class D common stock are entitled to the same rights,
privileges, benefits and notices as the holders of class A common stock, class
B common stock, and class C common stock except that the holders of class D
common stock, unless otherwise required by law, will be entitled to no votes
per share. The class D common stock is not convertible into shares of any other
class of common stock.

                                      4



Preferred Stock

   Radio One may issue preferred stock with such designations, powers,
preferences and other rights and qualifications, limitations or restrictions as
our board of directors may authorize, without further action by our
stockholders, including but not limited to:

    .  the distinctive designation of each series and the number of shares that
       will constitute such series;

    .  the voting rights, if any, of shares of the series and the terms and
       conditions of such voting rights;

    .  the dividend rate on the shares of the series, the dates on which
       dividends are payable, any restriction, limitation or condition upon the
       payment of dividends, whether dividends will be cumulative and the dates
       from and after which dividends shall accumulate;

    .  the prices at which, and the terms and conditions on which, the shares
       of the series may be redeemed, if such shares are redeemable;

    .  the terms and conditions of a sinking or purchase fund for the purchase
       or redemption of shares of the series, if such a fund is provided;

    .  any preferential amount payable upon shares of the series in the event
       of the liquidation, dissolution or winding up of, or upon the
       distribution of any of the assets of, Radio One; and

    .  the prices or rates of conversion or exchange at which, and the terms
       and conditions on which, the shares of such series may be converted or
       exchanged into other securities, if such shares are convertible or
       exchangeable.

   The particular terms of any series of preferred stock will be described in a
prospectus supplement. Any material United Stated federal income tax
consequences and other special considerations with respect to any preferred
stock offered under this prospectus will also be described in the applicable
prospectus supplement.

Foreign Ownership

   Radio One's certificate of incorporation restricts the ownership, voting and
transfer of our capital stock, in accordance with the Communications Act of
1934, as amended, and the rules of the FCC, which prohibit the issuance of more
than 25% of our outstanding capital stock (or more than 25% of the voting
rights such stock represents) to or for the account of aliens (as defined by
the FCC) or corporations otherwise subject to domination or control by aliens.
Our certificate of incorporation prohibits any transfer of our capital stock
that would cause a violation of this prohibition. In addition, the certificate
of incorporation authorizes the board of directors to take action to enforce
these prohibitions, including restricting the transfer of shares of capital
stock to aliens and placing a legend restricting foreign ownership on the
certificates representing the class A common stock.

Transfer Agent

   The transfer agent and registrar for the class D common stock is American
Stock Transfer & Trust Company.

                             DESCRIPTION OF NOTES

   You can find the definitions of certain terms used in this description under
the subheading "--Certain Definitions." In this description, the word "Radio
One" refers only to Radio One, Inc. and not to any of its subsidiaries.

   As of the date of this prospectus, Radio One may issue up to $200.0 million
in aggregate principal amount of 8 7/8% Senior Subordinated Notes due 2011
under an Indenture among itself, the Guarantors and The Bank of New York, as
trustee, as amended by that First Supplemental Indenture dated as of August 10,
2001 and Second

                                      5



Supplemental Indenture dated as of December 31, 2001. The terms of these Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939. The prospectus supplement,
including any related pricing supplement, relating to the Notes will state the
price at which the Notes will be offered.

   The following description is a summary of the material provisions of the
Indenture. It does not restate the Indenture in its entirety. We urge you to
read the Indenture and the applicable prospectus supplement because they, and
not this description, define your rights as holders of the Notes. Copies of the
Indenture are available as set forth below under "--Additional Information."
Certain defined terms used in this description but not defined below under
"--Certain Definitions" have the meanings assigned to them in the Indenture.

   The registered Holder of a Note will be treated as the owner of it for all
purposes. Only registered Holders will have rights under the Indenture.

Brief Description of the Notes and the Guarantees

  The Notes

   The Notes:

    .  are general unsecured obligations of Radio One;

    .  are subordinated in right of payment to all existing and future Senior
       Debt of Radio One;

    .  are pari passu in right of payment with any future senior subordinated
       Indebtedness of Radio One; and

    .  are unconditionally guaranteed by the Guarantors.

  The Guarantees

   The Notes are guaranteed by all of Radio One's Domestic Subsidiaries.

   Each guarantee of the Notes:

    .  is a general unsecured obligation of the Guarantor;

    .  is subordinated in right of payment to all existing and future Senior
       Debt of that Guarantor; and

    .  is pari passu in right of payment with any future senior subordinated
       Indebtedness of that Guarantor.

   The applicable prospectus supplement or the information we incorporate by
reference will indicate the approximate amount of total Senior Debt outstanding
as of the end of the most recent fiscal quarter. As indicated above and as
discussed in detail below under the caption "--Subordination," payments on the
Notes and under these guarantees will be subordinated to the payment of Senior
Debt. The Indenture permits us and the Guarantors to incur additional Senior
Debt.

   Under the circumstances described below under the subheading "--Certain
Covenants--Designation of Restricted and Unrestricted Subsidiaries," we will be
permitted to designate certain of our subsidiaries as "Unrestricted
Subsidiaries." Our Unrestricted Subsidiaries will not be subject to many of the
restrictive covenants in the Indenture. Our Unrestricted Subsidiaries will not
guarantee the Notes.

Principal, Maturity and Interest

   The Indenture permits Radio One to issue Notes with a maximum aggregate
principal amount of $500.0 million, of which $300.0 million were initially
issued in a private transaction that was not subject to the registration
requirements of the Securities Act. In accordance with the provisions of the
Indenture and related documents, on November 16, 2001, Radio One completed an
exchange offer pursuant to which all of the Notes issued in the initial private
transaction were exchanged for a like principal amount of substantially
identical

                                      6



Notes registered under the Securities Act. Radio One may issue additional Notes
from time to time. Any offering of additional Notes is subject to the covenant
described below under the caption "--Certain Covenants--Incurrence of
Indebtedness and Issuance of Preferred Stock." The initial Notes and any
additional Notes subsequently issued under the Indenture will be treated as a
single class for all purposes under the Indenture, including, without
limitation, waivers, amendments, redemptions and offers to purchase. Radio One
will issue Notes in denominations of $1,000 and integral multiples of $1,000.
The Notes will mature on July 1, 2011.

   Interest on the Notes will accrue at the rate of 8 7/8% per annum and will
be payable semi-annually in arrears on January 1 and July 1. Radio One will
make each interest payment to the Holders of record on the immediately
preceding December 15 and June 15.

   Interest on the Notes will accrue from the date of original issuance or, if
interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

Methods of Receiving Payments on the Notes

   If a Holder has given wire transfer instructions to Radio One, Radio One
will pay all principal, interest and premium and Liquidated Damages, if any, on
that Holder's Notes in accordance with those instructions. All other payments
on Notes will be made at the office or agency of the paying agent and registrar
within the City and State of New York unless Radio One elects to make interest
payments by check mailed to the Holders at their address set forth in the
register of Holders.

Paying Agent and Registrar for the Notes

   The trustee will initially act as paying agent and registrar. Radio One may
change the paying agent or registrar without prior notice to the Holders of the
Notes, and Radio One or any of its Subsidiaries may act as paying agent or
registrar.

Transfer and Exchange

   A Holder may transfer or exchange Notes in accordance with the Indenture.
The registrar and the trustee may require a Holder to furnish appropriate
endorsements and transfer documents in connection with a transfer of Notes.
Holders will be required to pay all taxes due on transfer. Radio One is not
required to transfer or exchange any Note selected for redemption. Also, Radio
One is not required to transfer or exchange any Note for a period of 15 days
before a selection of Notes to be redeemed.

Subsidiary Guarantees

   The Notes will be guaranteed by each of Radio One's current and future
Domestic Subsidiaries. These Subsidiary Guarantees will be joint and several
obligations of the Guarantors. Each Subsidiary Guarantee will be subordinated
to the prior payment in full of all Senior Debt of that Guarantor. The
obligations of each Guarantor under its Subsidiary Guarantee will be limited as
necessary to prevent that Subsidiary Guarantee from constituting a fraudulent
conveyance under applicable law.

   A Guarantor may not sell or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person, other than Radio One or
another Guarantor, unless:

      (1)  immediately after giving effect to that transaction, no Default or
   Event of Default exists; and

      (2)  either:

          (a)  the Person acquiring the property in any such sale or
       disposition or the Person formed by or surviving any such consolidation
       or merger assumes all the obligations of that Guarantor under the
       Indenture, its Subsidiary Guarantee and the registration rights
       agreement pursuant to a supplemental Indenture satisfactory to the
       trustee; or

                                      7



          (b)  the Net Proceeds of such sale or other disposition are applied
       in accordance with the applicable provisions of the Indenture.

   The Subsidiary Guarantee of a Guarantor will be released:

      (1)  in connection with any sale or other disposition of all or
   substantially all of the assets of that Guarantor (including by way of
   merger or consolidation) to a Person that is not (either before or after
   giving effect to such transaction) a Subsidiary of Radio One, if the sale or
   other disposition complies with the "Asset Sale" provisions of the Indenture;

      (2)  in connection with any sale of all of the Capital Stock of a
   Guarantor to a Person that is not (either before or after giving effect to
   such transaction) a Subsidiary of Radio One, if the sale complies with the
   "Asset Sale" provisions of the Indenture;

      (3)  if Radio One designates any Restricted Subsidiary that is a
   Guarantor as an Unrestricted Subsidiary in accordance with the applicable
   provisions of the Indenture;

      (4)  in connection with any transaction whereby a Guarantor is no longer
   a Restricted Subsidiary immediately after giving effect to such transaction
   if the transaction complies with the "Asset Sale Provisions" of the
   Indenture; or

      (5)  upon the discharge or release of all guarantees of such Guarantor,
   and all pledges of property or assets of such Guarantor securing all other
   Indebtedness of Radio One and its Restricted Subsidiaries.

   See "--Repurchase at the Option of Holders--Asset Sales."

Subordination

   The payment of principal, interest and premium and Liquidated Damages, if
any, on the Notes will be subordinated to the prior payment in full of all
Senior Debt of Radio One, including Senior Debt incurred after the date of the
Indenture.

   The holders of Senior Debt will be entitled to receive payment in full of
all Obligations due in respect of Senior Debt (including interest after the
commencement of any bankruptcy proceeding at the rate specified in the
applicable Senior Debt whether or not a claim for such interest would be
allowed in such proceeding) before the Holders of Notes will be entitled to
receive any payment with respect to the Notes or on account of any purchase or
redemption or other acquisition on any Note (except that Holders of Notes may
receive and retain Permitted Junior Securities and payments made from the trust
described under "--Legal Defeasance and Covenant Defeasance" so long as, on the
date or dates the respective amounts were paid into trust, such payments were
made without violating the subordination provisions described herein), in the
event of any distribution to creditors of Radio One:

      (1)  in a liquidation or dissolution of Radio One;

      (2)  in a bankruptcy, reorganization, insolvency, receivership or similar
   proceeding relating to Radio One or its property;

      (3)  in an assignment for the benefit of creditors; or

      (4)  in any marshaling of Radio One's assets and liabilities.

   Neither Radio One nor any Guarantor may make any payment in respect of the
Notes or on account of any purchase or redemption or other acquisition of any
Note (except in Permitted Junior Securities or from the trust described under
"--Legal Defeasance and Covenant Defeasance" so long as, on the date or dates
the respective

                                      8



amounts were paid into trust, such payments were made without violating the
subordination provisions described herein) if:

      (1)  a default in the payment of the principal of, or premium, if any, or
   interest on, or any fees or other amounts relating to Designated Senior Debt
   occurs and is continuing beyond any applicable grace period; or

      (2)  any other default occurs and is continuing on any series of
   Designated Senior Debt that permits holders of that series of Designated
   Senior Debt to accelerate its maturity and the trustee receives a notice of
   such default (a "Payment Blockage Notice") from Radio One or the holders of
   any Designated Senior Debt.

   Payments on the Notes (including any missed payments) may and will be
resumed:

      (1)  in the case of a payment default, upon the date on which such
   default is cured or waived; and

      (2)  in the case of a nonpayment default, upon the earlier of the date on
   which such nonpayment default is cured or waived, 179 days after the date on
   which the applicable Payment Blockage Notice is received, or the date on
   which the trustee receives notice from or on behalf of the holders of
   Designated Senior Debt to terminate the applicable Payment Blockage Notice,
   unless the maturity of any Designated Senior Debt has been accelerated. the
   holders of Designated Senior Debt to terminate the applicable Payment
   Blockage Notice, unless the maturity of any Designated Senior Debt has been
   accelerated.

   No new Payment Blockage Notice may be delivered unless and until 360 days
have elapsed since the delivery of the immediately prior Payment Blockage
Notice.

   No nonpayment default that existed or was continuing on the date of delivery
of any Payment Blockage Notice to the trustee will be, or be made, the basis
for a subsequent Payment Blockage Notice unless such default has been cured or
waived for a period of not less than 90 days.

   If the trustee or any Holder of the Notes receives a payment in respect of
the Notes (except in Permitted Junior Securities or from the trust described
under "--Legal Defeasance and Covenant Defeasance" so long as, on the date or
dates the respective amounts were paid into trust, such payments were made
without violating the subordination provisions described herein) when the
payment is prohibited by these subordination provisions, the trustee or Holder,
as the case may be, will hold the payment in trust for the benefit of the
holders of Senior Debt. Upon the proper written request of the holders of
Senior Debt, the trustee or the Holder, as the case may be, will deliver the
amounts in trust to the holders of Senior Debt or their proper representative.

   Radio One must promptly notify holders of Senior Debt if payment of the
Notes is accelerated because of an Event of Default.

   As a result of the subordination provisions described above, in the event of
a bankruptcy, liquidation or reorganization of Radio One, Holders of Notes may
recover less ratably than creditors of Radio One who are holders of Senior Debt.

   "Designated Senior Debt" means:

      (1)  any Indebtedness outstanding under the Credit Agreement; and

      (2)  any other Senior Debt permitted under the Indenture the principal
   amount of which is $25.0 million or more (or otherwise available under a
   committed facility) and that has been designated by Radio One or a Guarantor
   as "Designated Senior Debt."

   "Permitted Junior Securities" means:

      (1)  Equity Interests in Radio One or, subject to the provisions of the
   Credit Agreement, any Guarantor; or

      (2)  debt securities that are subordinated to all Senior Debt and any
   debt securities issued in exchange for Senior Debt to substantially the same
   extent as, or to a greater extent than, the Notes and the Subsidiary
   Guarantees are subordinated to Senior Debt under the Indenture.

                                      9



   "Senior Debt" means:

      (1)  all Indebtedness of Radio One or any Guarantor outstanding under the
   Credit Facility and all Hedging Obligations with respect thereto;

      (2)  any other Indebtedness of Radio One or any Guarantor permitted to be
   incurred under the terms of the Indenture, unless the instrument under which
   such Indebtedness is incurred expressly provides that it is on a parity with
   or subordinated in right of payment to the Notes or any Subsidiary
   Guarantee; and

      (3)  all Obligations with respect to the items listed in the preceding
   clauses (1) and (2).

   Notwithstanding anything to the contrary in the preceding, Senior Debt will
not include:

      (1)  any liability for federal, state, local or other taxes owed or owing
   by Radio One;

      (2)  any intercompany Indebtedness of Radio One or any of its Restricted
   Subsidiaries to Radio One or any of its Affiliates;

      (3)  any trade payables; or

      (4)  the portion of any Indebtedness that is incurred in violation of the
   Indenture.

Optional Redemption

   At any time prior to July 1, 2004, Radio One may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued
under the Indenture at a redemption price of 108.875% of the principal amount,
plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that:

      (1)  at least 65% of the aggregate principal amount of Notes issued under
   the Indenture remains outstanding immediately after the occurrence of such
   redemption (excluding Notes held by Radio One and its Subsidiaries); and

      (2)  the redemption occurs within 180 days of the date of the closing of
   such Equity Offering.

   Except pursuant to the preceding paragraph, the Notes will not be redeemable
at Radio One's option prior to July 1, 2006.

   On or after July 1, 2006, Radio One may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the
applicable redemption date, if redeemed during the twelve-month period
beginning on July 1 of the years indicated below:



                         Year                Percentage
                         ----                ----------
                                          
                         2006...............  104.438%
                         2007...............  102.958%
                         2008...............  101.479%
                         2009 and thereafter  100.000%


Mandatory Redemption

   Radio One is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

                                      10



Repurchase at the Option of Holders

  Change of Control

   If a Change of Control occurs, each Holder of Notes will have the right to
require Radio One to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that Holder's Notes pursuant to a Change of Control
Offer on the terms set forth in the Indenture. In the Change of Control Offer,
Radio One will offer a Change of Control Payment in cash equal to 101% of the
aggregate principal amount of Notes repurchased plus accrued and unpaid
interest and Liquidated Damages, if any, on the Notes repurchased, to the date
of purchase. Within 10 days following any Change of Control, Radio One will
mail a notice to each Holder describing the transaction or transactions that
constitute the Change of Control and offering to repurchase Notes on the Change
of Control Payment Date specified in the notice, which date will be no earlier
than 30 days and no later than 60 days from the date such notice is mailed,
pursuant to the procedures required by the Indenture and described in such
notice. Radio One will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the Change
of Control provisions of the Indenture, Radio One will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Change of Control provisions of the
Indenture by virtue of such conflict.

   On the Change of Control Payment Date, Radio One will, to the extent lawful:

      (1)  accept for payment all Notes or portions of Notes properly tendered
   pursuant to the Change of Control Offer;

      (2)  deposit with the paying agent an amount equal to the Change of
   Control Payment in respect of all Notes or portions of Notes properly
   tendered; and

      (3)  deliver or cause to be delivered to the trustee the Notes properly
   accepted together with an officers' certificate stating the aggregate
   principal amount of Notes or portions of Notes being purchased by Radio One.

   The paying agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new note will be in a
principal amount of $1,000 or an integral multiple of $1,000.

   Prior to complying with any of the provisions of this "Change of Control"
covenant, but in any event within 90 days following a Change of Control, Radio
One will either repay all outstanding Senior Debt or obtain the requisite
consents, if any, under all agreements governing outstanding Senior Debt to
permit the repurchase of Notes required by this covenant. Radio One will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

   The provisions described above that require Radio One to make a Change of
Control Offer following a Change of Control will be applicable whether or not
any other provisions of the Indenture are applicable. Except as described above
with respect to a Change of Control, the Indenture does not contain provisions
that permit the Holders of the Notes to require that Radio One repurchase or
redeem the Notes in the event of a takeover, recapitalization or similar
transaction.

   Radio One will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the Indenture applicable to a Change of Control Offer made by Radio
One and purchases all Notes properly tendered and not withdrawn under the
Change of Control Offer.

                                      11



   The definition of Change of Control includes a phrase relating to the direct
or indirect sale, lease, transfer, conveyance or other disposition of "all or
substantially all" of the properties or assets of Radio One and its
Subsidiaries taken as a whole. Although there is a limited body of case law
interpreting the phrase "substantially all," there is no precise established
definition of the phrase under applicable law. Accordingly, the ability of a
Holder of Notes to require Radio One to repurchase its Notes as a result of a
sale, lease, transfer, conveyance or other disposition of less than all of the
assets of Radio One and its Subsidiaries taken as a whole to another Person or
group may be uncertain.

  Asset Sales

   (A)  Radio One will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

      (1)  Radio One (or the Restricted Subsidiary, as the case may be)
   receives consideration at the time of the Asset Sale at least equal to the
   fair market value of the assets or Equity Interests issued or sold or
   otherwise disposed of;

      (2)  the fair market value is determined by Radio One's Board of
   Directors and evidenced by a resolution of the Board of Directors set forth
   in an officers' certificate delivered to the trustee; and

      (3)  at least 75% of the consideration received in the Asset Sale by
   Radio One or such Restricted Subsidiary is in the form of cash or Cash
   Equivalents except to the extent Radio One is undertaking a Permitted Asset
   Swap. For purposes of this provision and the next paragraph, each of the
   following will be deemed to be cash:

          (a)  any liabilities, as shown on Radio One's or such Restricted
       Subsidiary's most recent balance sheet, of Radio One or any Restricted
       Subsidiary (other than contingent liabilities and liabilities that are
       by their terms subordinated to the Notes or any Subsidiary Guarantee)
       that are assumed by the transferee of any such assets pursuant to a
       customary novation agreement that releases Radio One or such Restricted
       Subsidiary from further liability; and

          (b)  any securities, notes or other obligations received by Radio One
       or any such Restricted Subsidiary from such transferee that are
       converted by Radio One or such Restricted Subsidiary within 90 days into
       cash or Cash Equivalents, to the extent of the cash or Cash Equivalents
       received in that conversion.

   The 75% limitation referred to in clause (3) above will not apply to any
Asset Sale in which the cash or Cash Equivalents portion of the consideration
received therefrom, determined in accordance with the preceding provision, is
equal to or greater than what the after-tax proceeds would have been had such
Asset Sale complied with the aforementioned 75% limitation.

   Notwithstanding the foregoing, Radio One, a Guarantor or any Restricted
Subsidiary will be permitted to consummate an Asset Sale without complying with
the foregoing if:

      (x)  Radio One, such Guarantor or such Restricted Subsidiary receives
   consideration at the time of such Asset Sale at least equal to the fair
   market value of the assets or other property sold, issued or otherwise
   disposed of;

      (y)  the fair market value is determined by Radio One's Board of
   Directors and evidenced by a resolution of the Board of Directors set forth
   in an officers' certificate delivered to the trustee; and

      (z)  at least 75% of the consideration for such Asset Sale constitutes a
   controlling interest in a Permitted Business, assets used or useful in a
   Permitted Business and/or cash;

   provided that any cash (other than any amount deemed cash under clause
(3)(a) of the preceding paragraph) received by Radio One, such Guarantor or
such Restricted Subsidiary in connection with any Asset Sale permitted to be
consummated under this paragraph shall constitute Net Proceeds subject to the
provisions of the next paragraph.

                                      12



   (B)  Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, provided that (i) such Net Proceeds either singularly or when aggregated
with all other Net Proceeds from all Asset Sales consummated since the date of
the Indenture exceed $10,000,000; and (ii) the Leverage Ratio as of the end of
the fiscal quarter immediately prior to the date on which such application of
such Net Proceeds would otherwise be required is greater than 6.00 to 1.00, and
then only to the extent necessary to reduce the Leverage Ratio to 6.00 to 1.00,
Radio One, such Guarantor or such Restricted Subsidiary may apply those Net
Proceeds at its option:

      (1)  to repay Senior Debt and, if the Senior Debt repaid is revolving
   credit Indebtedness, to correspondingly reduce commitments with respect
   thereto;

      (2)  to acquire all or substantially all of the assets of, or a majority
   of the Voting Stock of, another Permitted Business;

      (3)  to make capital expenditures; or

      (4)  to acquire other assets that are used or useful in a Permitted
   Business.

   Pending the final application of any Net Proceeds, Radio One may temporarily
reduce revolving credit borrowings or otherwise invest the Net Proceeds in any
manner that is not prohibited by the Indenture.

   Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, Radio One will make
an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in the Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount
of Notes and such other pari passu Indebtedness that may be purchased out of
the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to
100% of principal amount plus accrued and unpaid interest and Liquidated
Damages, if any, to the date of purchase, and will be payable in cash. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, Radio One may
use those Excess Proceeds for any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the trustee will select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds will be reset at zero.

   (C)  Radio One will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of the Indenture, Radio One will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of the Indenture by virtue of such
conflict.

   The agreements governing Radio One's outstanding Senior Debt currently
prohibit Radio One from purchasing any Notes, and also provide that certain
change of control or asset sale events with respect to Radio One would
constitute a default under these agreements. Any future credit agreements or
other agreements relating to Senior Debt to which Radio One becomes a party may
contain similar restrictions and provisions. In the event a Change of Control
or Asset Sale occurs at a time when Radio One is prohibited from purchasing
Notes, Radio One could seek the consent of its senior lenders to the purchase
of Notes or could attempt to refinance the borrowings that contain such
prohibition. If Radio One does not obtain such a consent or repay such
borrowings, Radio One will remain prohibited from purchasing Notes. In such
case, Radio One's failure to purchase tendered Notes would constitute an Event
of Default under the Indenture which would, in turn, constitute a default under
such Senior Debt. In such circumstances, the subordination provisions in the
Indenture would likely restrict payments to the Holders of Notes.

                                      13



Selection and Notice

   If less than all of the Notes are to be redeemed at any time, the trustee
will select Notes for redemption as follows:

      (1)  if the Notes are listed on any national securities exchange, in
   compliance with the requirements of the principal national securities
   exchange on which the Notes are listed; or

      (2)  if the Notes are not listed on any national securities exchange, on
   a pro rata basis, by lot or by such method as the trustee deems fair and
   appropriate.

   No Notes of $1,000 or less can be redeemed in part. Notices of redemption
will be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each Holder of Notes to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 days prior
to a redemption date if the notice is issued in connection with a defeasance of
the Notes or a satisfaction and discharge of the Indenture. Notices of
redemption may not be conditional.

   If any Note is to be redeemed in part only, the notice of redemption that
relates to that Note will state the portion of the principal amount of that
Note that is to be redeemed. A new note in principal amount equal to the
unredeemed portion of the original Note will be issued in the name of the
Holder of Notes upon cancellation of the original Note. Notes called for
redemption become due on the date fixed for redemption. On and after the
redemption date, interest ceases to accrue on Notes or portions of them called
for redemption.

Certain Covenants

  Restricted Payments

   Radio One will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly:

      (1)  declare or pay any dividend or make any other payment or
   distribution on account of Radio One's or any of its Restricted
   Subsidiaries' Equity Interests (including, without limitation, any payment
   in connection with any merger or consolidation involving Radio One or any of
   its Restricted Subsidiaries) or to the direct or indirect holders of Radio
   One's or any of its Restricted Subsidiaries' Equity Interests in their
   capacity as such (other than dividends or distributions payable in Equity
   Interests (other than Disqualified Stock) of Radio One and other than
   dividends or distributions payable to Radio One or a Restricted Subsidiary
   of Radio One);

      (2)  purchase, redeem or otherwise acquire or retire for value
   (including, without limitation, in connection with any merger or
   consolidation involving Radio One) any Equity Interests of Radio One or any
   direct or indirect parent of Radio One (other than any such Equity Interests
   owned by Radio One or a Restricted Subsidiary);

      (3)  make any payment on or with respect to, or purchase, redeem, defease
   or otherwise acquire or retire for value any Indebtedness that is
   subordinated to the Notes or the Subsidiary Guarantees, except a payment of
   interest or principal at the Stated Maturity thereof (except for payments
   into a trust within one year of the stated maturity of any such Subordinated
   Indebtedness which payments effect a defeasance or discharge of such
   Indebtedness); or

      (4)  make any Restricted Investment (all such payments and other actions
   set forth in these clauses (1) through (4) above being collectively referred
   to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

      (1)  no Default or Event of Default has occurred and is continuing or
   would occur as a consequence of such Restricted Payment;

      (2)  Radio One would, at the time of such Restricted Payment and after
   giving pro forma effect thereto as if such Restricted Payment had been made
   at the beginning of the applicable four-quarter period, have been permitted
   to incur at least $1.00 of additional Indebtedness pursuant to the Leverage
   Ratio test set forth in the first paragraph of the covenant described below
   under the caption "--Incurrence of Indebtedness and Issuance of Preferred
   Stock;" and

                                      14



      (3)  such Restricted Payment, together with the aggregate amount of all
   other Restricted Payments made by Radio One and its Restricted Subsidiaries
   after the date of the Indenture (excluding Restricted Payments permitted by
   clauses (1), (2), (3), (4), (5), (7), (9) and (11) of the next succeeding
   paragraph) is less than the sum, without duplication of:

          (a)  (i) 100% of the aggregate Consolidated Cash Flow of Radio One
       (or, in the event such Consolidated Cash Flow shall be a deficit, minus
       100% of such deficit) accrued for the period beginning April 1, 2001 and
       ending on the last day of Radio One's most recent calendar month for
       which financial information is available to Radio One ending prior to
       the date of such proposed Restricted Payment, taken as one accounting
       period, less (ii) 1.4 times Consolidated Interest Expense for the same
       period, plus

          (b)  100% of the aggregate net proceeds (including the fair market
       value of property other than cash or Cash Equivalents) received by Radio
       One since the date of the Indenture from the issue or sale of Equity
       Interests of Radio One (other than Disqualified Stock), or of
       Disqualified Stock or debt securities of Radio One that have been
       converted into such Equity Interests (other than Equity Interests (or
       Disqualified Stock or convertible debt securities) sold to a Restricted
       Subsidiary and other than Disqualified Stock or convertible debt
       securities that have been converted into Disqualified Stock), plus

          (c)  to the extent that any Unrestricted Subsidiary is redesignated
       as a Restricted Subsidiary after the date of the Indenture, the fair
       market value of such Subsidiary as of the date of such redesignation,
       plus

          (d)  the aggregate amount returned in cash with respect to
       Investments (other than Permitted Investments) made after the issue date
       whether through interest payments, principal payments, dividends or
       other distributions, plus

          (e)  the net cash proceeds received by Radio One or any of its
       Restricted Subsidiaries from the disposition, retirement or redemption
       of all or any portion of such Investments referred to in clause (4)
       above (other than to a Restricted Subsidiary), plus

          (f)  $15.0 million.

   The preceding provisions will not prohibit:

      (1)  the payment of any dividend within 60 days after the date of
   declaration of the dividend, if at the date of declaration the dividend
   payment would have complied with the provisions of the Indenture;

      (2)  the redemption, repurchase, retirement, defeasance or other
   acquisition of any subordinated Indebtedness of Radio One or any Guarantor
   or of any Equity Interests of Radio One in exchange for, or out of the net
   cash proceeds of the substantially concurrent sale (other than to a
   Restricted Subsidiary of Radio One) of, Equity Interests of Radio One (other
   than Disqualified Stock); provided that the amount of any such net cash
   proceeds that are utilized for any such redemption, repurchase, retirement,
   defeasance or other acquisition will be excluded from clause (3) (b) of the
   preceding paragraph;

      (3)  the defeasance, redemption, repurchase or other acquisition of
   subordinated Indebtedness of Radio One or any Guarantor with the net cash
   proceeds from an incurrence of Permitted Refinancing Indebtedness;

      (4)  the payment of any dividend by a Restricted Subsidiary of Radio One
   to the holders of its common Equity Interests on a pro rata basis;

      (5)  so long as no Default has occurred and is continuing or would be
   caused thereby, the payment of dividends on Existing Preferred Stock in
   accordance with the terms thereof;

      (6)  loans to members of management of Radio One or any Restricted
   Subsidiary, the proceeds of which are used for a concurrent purchase of
   Equity Interests of Radio One or a capital contribution to Radio One
   (provided that the proceeds from such purchase of Equity Interests or
   capital contribution shall be excluded from the calculation of amounts under
   clause (3) above), provided that such loans shall be included in the
   calculation of the amount of Restricted Payments from and after such time;

                                      15



      (7)  the repurchase, redemption or other acquisition or retirement for
   value of any Equity Interests of Radio One or any Restricted Subsidiary of
   Radio One or the payment of a dividend to any Restricted Subsidiary of Radio
   One to effect the repurchase, redemption, acquisition or retirement of Radio
   One or its Restricted Subsidiary's Equity Interests, that are held by any
   member or former member of Radio One's (or any of the Restricted
   Subsidiaries') management, or by any of their respective directors,
   employees or consultants; provided that the aggregate price paid for all
   such repurchased, redeemed, acquired or retired Equity Interests may not
   exceed the sum of (a) $1,000,000 in any calendar year (with unused amounts
   in any calendar year being available to be so utilized in succeeding
   calendar years) and (b) the net cash proceeds to Radio One and its
   Restricted Subsidiaries from any issuance or reissuance of Equity Interests
   of Radio One or its Restricted Subsidiaries (other than Disqualified Stock)
   to members of management (which are excluded from the calculation set forth
   in clause (3)(b) of the proceeding paragraph) and the net cash proceeds to
   Radio One and its Restricted Subsidiaries of any "key man" life insurance
   proceeds; provided that the cancellation of Indebtedness owing to Radio One
   and its Restricted Subsidiaries from members of management shall not be
   deemed Restricted Payments;

      (8)  payment of the dividends on Disqualified Stock the incurrence of
   which was permitted by the Indenture;

      (9)  repurchases of Equity Interests deemed to occur upon the exercise of
   stock options;

      (10)  the retirement of any shares of Disqualified Stock of Radio One by
   conversion into, or by exchange for, shares of Disqualified Stock of Radio
   One, or out of the net cash proceeds of the substantially concurrent sale
   (other than to a Restricted Subsidiary of Radio One) of other shares of
   Disqualified Stock of Radio One, provided that the Disqualified Stock of
   Radio One that replaces the retired shares of Disqualified Stock of Radio
   One shall not require the direct or indirect payment of the liquidation
   preference earlier in time than the final stated maturity of the retired
   shares of Disqualified Stock of Radio One;

      (11)  repurchases of Equity Interests of Radio One in open market
   purchases, provided that the aggregate amount expended for such repurchases
   shall not exceed $40.0 million; and

      (12)  redemption of the Existing Preferred Stock in accordance with the
   terms thereof, provided that either (i) after giving pro forma effect to
   such redemption, the Leverage Ratio is 4.00 to 1.00 or lower, or (ii) such
   redemption is funded with the net cash proceeds of one or more Equity
   Offerings (so long as such redemption occurs within 180 days of the date of
   the closing of such Equity Offering).

   The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by Radio One or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
covenant will be determined by the Board of Directors whose resolution with
respect thereto will be delivered to the trustee. The Board of Directors'
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $10.0 million.

  Incurrence of Indebtedness and Issuance of Preferred Stock

   Radio One and the Guarantors will not, and will not permit any of their
Subsidiaries to, directly, or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, "incur") any Indebtedness (including
Acquired Debt) and the Company will not issue any Disqualified Stock and will
not permit any of its Subsidiaries to issue any shares of preferred stock;
provided, however, that Radio One or any Guarantor may incur Indebtedness
(including

                                      16



Acquired Debt) or issue shares of Disqualified Stock or preferred stock if
Radio One's Leverage Ratio at the time of incurrence of such Indebtedness or
the issuance of such Disqualified Stock or such preferred stock, as the case
may be, after giving pro forma effect to such incurrence or issuance as of such
date and to the use of the proceeds therefrom as if the same had occurred at
the beginning of the most recently ended four full fiscal quarter period of
Radio One for which internal financial statements are available, would have
been no greater than 7.0 to 1.

   The first paragraph of this covenant will not prohibit the incurrence of any
of the following items of Indebtedness (collectively, "Permitted Debt"):

      (1)  the incurrence by Radio One and any Guarantor of additional
   Indebtedness and letters of credit under Credit Facilities in an aggregate
   principal amount at any one time outstanding under this clause (1) (with
   letters of credit being deemed to have a principal amount equal to the
   maximum potential liability of Radio One and its Subsidiaries thereunder)
   not to exceed $600.0 million less the aggregate amount applied by Radio One
   and the Restricted Subsidiaries to permanently reduce the availability of
   Indebtedness under the Credit Facility pursuant to the covenant described
   under the caption "--Repurchase as the Option of Holders--Asset Sales";

      (2)  the incurrence by Radio One and its Restricted Subsidiaries of the
   Existing Indebtedness;

      (3)  the incurrence by Radio One and the Guarantors of Indebtedness
   represented by the Notes and the related Subsidiary Guarantees to be issued
   on the date of the Indenture;

      (4)  the incurrence by Radio One or any of its Restricted Subsidiaries of
   Indebtedness represented by Capital Lease Obligations, mortgage financings
   or purchase money obligations, in each case, incurred for the purpose of
   financing all or any part of the purchase price or cost of construction or
   improvement of property, plant or equipment whether through the direct
   purchase of assets or at least a majority of the Voting Stock of any person
   owning such assets, in an aggregate principal amount, including all
   Permitted Refinancing Indebtedness incurred to refund, refinance or replace
   any Indebtedness incurred pursuant to this clause (4), not to exceed $10.0
   million at any time outstanding;

      (5)  the incurrence by Radio One or any of its Restricted Subsidiaries of
   Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
   which are used to refund, refinance or replace Indebtedness (other than
   intercompany Indebtedness) that was permitted by the Indenture to be
   incurred under the first paragraph of this covenant or clauses (2), (3),
   (4), (5), (10) or (12) of this paragraph;

      (6)  the incurrence by Radio One or any of its Restricted Subsidiaries of
   intercompany Indebtedness between or among Radio One and any of its Wholly
   Owned Subsidiaries; provided, however, that (i) any subsequent issuance or
   transfer of Equity Interests that results in any such Indebtedness being
   held by a Person other than Radio One or a Subsidiary of Radio One and (ii)
   any sale or other transfer of any such Indebtedness to a Person that is not
   either Radio One or a Restricted Subsidiary of Radio One will be deemed, in
   each case, to constitute an incurrence of such Indebtedness by Radio One or
   such Restricted Subsidiary, as the case may be, that was not permitted by
   this clause (6);

      (7)  the incurrence by Radio One or any of its Restricted Subsidiaries of
   Hedging Obligations that are incurred for the purpose of fixing or hedging
   (x) interest rate risk with respect to any floating rate Indebtedness that
   is permitted by the terms of the Indenture to be outstanding or (y) currency
   exchange rate risk in ordinary course of business;

      (8)  the guarantee by Radio One of Indebtedness of any Restricted
   Subsidiary of Radio One that was permitted to be incurred by another
   provision of this covenant;

      (9)  the guarantee by any Restricted Subsidiary of Indebtedness of Radio
   One or any Guarantor that was permitted to be incurred by another provision
   of this covenant;

                                      17



      (10)  Indebtedness incurred by Radio One or any of its Restricted
   Subsidiaries constituting reimbursement obligations with respect to letters
   of credit issued in the ordinary course of business, including without
   limitation letters of credit in respect to workers' compensation claims or
   self-insurance, or other Indebtedness with respect to reimbursement type
   obligations regarding workers' compensation claims; provided, however, that
   upon the drawing of such letters of credit or the incurrence of such
   Indebtedness, such obligations are reimbursed within 30 days following such
   drawing or incurrence;

      (11)  Obligations in respect of performance and surety bonds and
   completion guarantees provided by Radio One or any of its Restricted
   Subsidiaries in the ordinary course of business;

      (12)  Acquisition Debt of Radio One or any Restricted Subsidiary if (w)
   such Acquisition Debt is incurred within 270 days after the date on which
   the related definitive acquisition agreement or LMA, as the case may be, was
   entered into by Radio One or such Restricted Subsidiary, (x) the aggregate
   principal amount of such Acquisition Debt is no greater than the aggregate
   principal amount of Acquisition Debt set forth in a notice from Radio One to
   the Trustee (an "Incurrence Notice") within ten days after the date on which
   the related definitive acquisition agreement or LMA, as the case may be, was
   entered into by Radio One or such Restricted Subsidiary, which notice shall
   be executed on Radio One's behalf by the chief financial officer of Radio
   One in such capacity and shall describe in reasonable detail the acquisition
   or LMA, as the case may be, which such Acquisition Debt will be incurred to
   finance, (y) after giving pro forma effect to the acquisition or LMA, as the
   case may be, described in such Incurrence Notice, Radio One or such
   Restricted Subsidiary could have incurred such Acquisition Debt under the
   Indenture as of the date upon which Radio One delivers such Incurrence
   Notice to the Trustee and (z) such Acquisition Debt is utilized solely to
   finance the acquisition or LMA, as the case may be, described in such
   Incurrence Notice (including to repay or refinance indebtedness or other
   obligations incurred in connection with such acquisition or LMA, as the case
   may be, and to pay related fees and expenses);

      (13)  guarantees by Radio One or any Restricted Subsidiary of
   Indebtedness of officers of Radio One or any Restricted Subsidiary in an
   aggregate principal amount not to exceed $5.0 million at any time
   outstanding;

      (14)  the incurrence by Radio One's Unrestricted Subsidiaries of
   Non-Recourse Debt, provided, however, that if any such Indebtedness ceases
   to be Non-Recourse Debt of an Unrestricted Subsidiary, such event will be
   deemed to constitute an incurrence of Indebtedness by a Restricted
   Subsidiary of Radio One that was not permitted by this clause (14); and

      (15)  the incurrence by Radio One or any of its Restricted Subsidiaries
   of additional Indebtedness in an aggregate principal amount (or accreted
   value, as applicable) at any time outstanding, including all Permitted
   Refinancing Indebtedness incurred to refund, refinance or replace any
   Indebtedness incurred pursuant to this clause (15), not to exceed $20.0
   million.

   For purposes of determining compliance with this "Incurrence of Indebtedness
and Issuance of Preferred Stock" covenant, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of
Permitted Debt described in clauses (1) through (15) above, or is entitled to
be incurred pursuant to the first paragraph of this covenant, Radio One will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify all or a portion of such item of Indebtedness, in any
manner that complies with this covenant. Accrual of interest, accretion or
amortization of original issue discount and the accretion of accreted value
will not be deemed to be an incurrence of Indebtedness for purposes of this
covenant. Indebtedness under Credit Facilities outstanding on the date on which
Notes are first issued and authenticated under the Indenture will be deemed to
have been incurred on such date in reliance on the exception provided by clause
(1) of the definition of Permitted Debt.

  No Senior Subordinated Debt

   Radio One will not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of Radio One and senior in any respect in

                                      18



right of payment to the Notes. No Guarantor will incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinate
or junior in right of payment to the Senior Debt of such Guarantor and senior
in any respect in right of payment to such Guarantor's Subsidiary Guarantee.

  Liens

   Radio One will not, and will not permit any of its Subsidiaries to, directly
or indirectly, create, incur, assume or suffer to exist any Lien of any kind
securing Indebtedness, or trade payables on any asset now owned or hereafter
acquired, except Permitted Liens.

  Dividend and Other Payment Restrictions Affecting Subsidiaries

   Radio One will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:

      (1)  pay dividends or make any other distributions on its Capital Stock
   to Radio One or any of its Restricted Subsidiaries, or with respect to any
   other interest or participation in, or measured by, its profits, or pay any
   indebtedness owed to Radio One or any of its Restricted Subsidiaries;

      (2)  make loans or advances to Radio One or any of its Restricted
   Subsidiaries; or

      (3)  transfer any of its properties or assets to Radio One or any of its
   Restricted Subsidiaries.

   However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

      (1)  agreements governing Existing Indebtedness and Credit Facilities as
   in effect on the date of the Indenture and any amendments, modifications,
   restatements, renewals, increases, supplements, refundings, replacements or
   refinancings of those agreements, provided that the amendments,
   modifications, restatements, renewals, increases, supplements, refundings,
   replacements or refinancings are no more restrictive, taken as a whole, with
   respect to such dividend and other payment restrictions than those contained
   in those agreements on the date of the Indenture;

      (2)  the Indenture, the Notes and the Subsidiary Guarantees;

      (3)  applicable law, rule, regulation or order;

      (4)  any instrument governing Indebtedness or Capital Stock of a Person
   acquired by Radio One or any of its Restricted Subsidiaries as in effect at
   the time of such acquisition (except to the extent such Indebtedness or
   Capital Stock was incurred in connection with or in contemplation of such
   acquisition), which encumbrance or restriction is not applicable to any
   Person, or the properties or assets of any Person, other than the Person, or
   the property or assets of the Person, so acquired, provided that, in the
   case of Indebtedness, such Indebtedness was permitted by the terms of the
   Indenture to be incurred;

      (5)  customary non-assignment provisions in leases entered into in the
   ordinary course of business and consistent with past practices;

      (6)  purchase money obligations (including Capital Lease Obligations) for
   property acquired in the ordinary course of business that impose
   restrictions only on that property of the nature described in clause (3) of
   the preceding paragraph;

      (7)   contracts for the sale of assets, including without limitation any
   agreement for the sale or other disposition of a Restricted Subsidiary that
   restricts distributions by that Restricted Subsidiary pending its sale or
   other disposition;

      (8)   Permitted Refinancing Indebtedness, provided that the restrictions
   contained in the agreements governing such Permitted Refinancing
   Indebtedness are no more restrictive, taken as a whole, than those contained
   in the agreements governing the Indebtedness being refinanced;

                                      19



      (9)   Liens securing Indebtedness otherwise permitted to be incurred
   under the provisions of the covenant described above under the caption
   "--Liens" that limit the right of the debtor to dispose of the assets
   subject to such Liens;

      (10)   provisions with respect to the disposition or distribution of
   assets or property in joint venture agreements, assets sale agreements,
   stock sale agreements and other similar agreements entered into in the
   ordinary course of business; and

      (11)   restrictions on cash or other deposits or net worth imposed by
   customers under contracts entered into in the ordinary course of business.

  Merger, Consolidation or Sale of Assets

   Radio One may not, directly or indirectly: (1) consolidate or merge with or
into another Person (whether or not Radio One is the surviving corporation); or
(2) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of Radio One and its Restricted Subsidiaries
taken as a whole, in one or more related transactions, to another Person,
unless:

      (1)   either: (a) Radio One is the surviving corporation; or (b) the
   Person formed by or surviving any such consolidation or merger (if other
   than Radio One) or to which such sale, assignment, transfer, conveyance or
   other disposition has been made is a corporation organized or existing under
   the laws of the United States, any state of the United States or the
   District of Columbia;

      (2)   the Person formed by or surviving any such consolidation or merger
   (if other than Radio One) or the Person to which such sale, assignment,
   transfer, conveyance or other disposition has been made assumes all the
   obligations of Radio One under the Notes, the Indenture and the registration
   rights agreement pursuant to agreements reasonably satisfactory to the
   trustee;

      (3)   immediately after such transaction no Default or Event of Default
   exists; and

      (4)   Radio One or the Person formed by or surviving any such
   consolidation or merger (if other than Radio One), or to which such sale,
   assignment, transfer, conveyance or other disposition has been made (a)
   will, on the date of such transaction after giving pro forma effect thereto
   and any related financing transactions as if the same had occurred at the
   beginning of the applicable four-quarter period, be permitted to incur at
   least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test
   set forth in the first paragraph of the covenant described above under the
   caption "--Incurrence of Indebtedness and Issuance of Preferred Stock," or
   (b) would have a lower Leverage Ratio immediately after the transaction,
   after giving pro forma effect to the transaction as if the transaction had
   occurred at the beginning of the applicable four quarter period, than Radio
   One's Leverage Ratio immediately prior to the transaction.

   The preceding clause (4) will not prohibit: (a) a merger between Radio One
and one of Radio One's Wholly Owned Restricted Subsidiaries; or (b) a merger
between Radio One and one of Radio One's Affiliates incorporated solely for the
purpose of reincorporating in another state of the United States.

   In addition, Radio One may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This "Merger, Consolidation or Sale of
Assets" covenant will not apply to a sale, assignment, transfer, conveyance or
other disposition of assets between or among Radio One and any of its Wholly
Owned Restricted Subsidiaries.

  Transactions with Affiliates

   Radio One will not, and will not permit any of its Restricted Subsidiaries
to, make any payment to, or sell, lease, transfer or otherwise dispose of any
of its properties or assets to, or purchase any property or assets from, or
enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each, an "Affiliate Transaction"), unless:

                                      20



      (1)   the Affiliate Transaction is on terms that are no less favorable to
   Radio One or the relevant Restricted Subsidiary than those that would have
   been obtained in a comparable transaction by Radio One or such Restricted
   Subsidiary with an unrelated Person; and

      (2)   Radio One delivers to the trustee:

          (a)  with respect to any Affiliate Transaction or series of related
       Affiliate Transactions involving aggregate consideration in excess of
       $1.0 million, a resolution of the Board of Directors set forth in an
       officers' certificate certifying that such Affiliate Transaction
       complies with this covenant and that such Affiliate Transaction has been
       approved by a majority of the disinterested members of the Board of
       Directors; and

          (b)  with respect to any Affiliate Transaction or series of related
       Affiliate Transactions involving aggregate consideration in excess of
       $10.0 million, an opinion as to the fairness to the Holders of such
       Affiliate Transaction from a financial point of view issued by an
       accounting, appraisal or investment banking firm of national standing.

   The following items will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

      (1)   any employment agreement entered into by Radio One or any of its
   Subsidiaries in the ordinary course of business and consistent with the past
   practice of Radio One or such Subsidiary;

      (2)   transactions between or among Radio One and/or its Restricted
   Subsidiaries;

      (3)   loans, advances, payment of reasonable fees, indemnification of
   directors, or similar arrangements to officers, directors employees and
   consultants who are not otherwise Affiliates of Radio One;

      (4)   sales of Equity Interests (other than Disqualified Stock) to
   Affiliates of Radio One;

      (5)   transactions under any contract or agreement in effect on the date
   of the Indenture as the same may be amended, modified or replaced from time
   to time so long as any amendment, modification, or replacement is no less
   favorable to Radio One and its Restricted Subsidiaries than the contract or
   agreement as in effect on the date of the Indenture;

      (6)   services provided to any Unrestricted Subsidiary of Radio One in
   the ordinary course of business, which the Board of Directors has
   determined, pursuant to a resolution thereof, that such services are
   provided on terms at least as favorable to Radio One and its Restricted
   Subsidiaries as those that would have been obtained in a comparable
   transaction with an unrelated Person; and


      (7)   Permitted Investments and Restricted Payments that are permitted by
   the provisions of the Indenture described above under the caption
   "--Restricted Payments."

  Additional Subsidiary Guarantees

   If Radio One or any of its Subsidiaries acquires or creates another Domestic
Subsidiary after the date of the Indenture, excluding all Subsidiaries that
have been properly designated as Unrestricted Subsidiaries in accordance with
the Indenture for so long as they continue to constitute Unrestricted
Subsidiaries, then that newly acquired or created Domestic Subsidiary will
become a Guarantor and execute a supplemental Indenture and deliver an opinion
of counsel satisfactory to the trustee within 10 Business Days of the date on
which it was acquired or created.

  Designation of Restricted and Unrestricted Subsidiaries

   The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments owned by Radio One
and the Restricted Subsidiaries in the Subsidiary properly designated will be
deemed to be an Investment made as of the time of the designation

                                      21



and will reduce the amount available for Restricted Payments under the first
paragraph of the covenant described above under the caption "--Restricted
Payments" or Permitted Investments, as determined by Radio One. That
designation will only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation
would not cause a Default.

  Limitation on Issuances and Sales of Equity Interests in Wholly Owned
  Subsidiaries

   Radio One will not, and will not permit any of its Subsidiaries to,
transfer, convey, sell, lease or otherwise dispose of any Equity Interests in
any Wholly Owned Restricted Subsidiary of Radio One to any Person (other than
Radio One or a Wholly Owned Restricted Subsidiary of Radio One), unless:

      (1)   as a result of such transfer, conveyance, sale, lease or other
   disposition or issuance such Restricted Subsidiary no longer constitutes a
   Subsidiary; and

      (2)   the cash Net Proceeds from such transfer, conveyance, sale, lease
   or other disposition are applied in accordance with the covenant described
   above under the caption "--Repurchase at the Option of Holders--Asset Sales."

   In addition, Radio One will not permit any Wholly Owned Restricted
Subsidiary of Radio One to issue any of its Equity Interests (other than, if
necessary, shares of its Capital Stock constituting directors' qualifying
shares) to any Person other than to Radio One or a Wholly Owned Restricted
Subsidiary of Radio One.

  Payments for Consent

   Radio One will not, and will not permit any of its Subsidiaries to, directly
or indirectly, pay or cause to be paid any consideration to or for the benefit
of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of the Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

Reports

   Whether or not required by the SEC so long as any Notes are outstanding,
Radio One will furnish to the Holders of Notes, within the time periods
specified in the SEC's rules and regulations:

      (1)   all quarterly and annual financial information that would be
   required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
   Radio One were required to file such Forms, including a "Management's
   Discussion and Analysis of Financial Condition and Results of Operations"
   and, with respect to the annual information only, a report on the annual
   financial statements by Radio One's certified independent accountants; and

      (2)   all current reports that would be required to be filed with the SEC
   on Form 8-K if Radio One were required to file such reports.

   If Radio One or any Guarantor has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph will include, either on the face of the
financial statements or in the footnotes thereto, and in Management's
Discussion and Analysis of Financial Condition and Results of Operations, a
reasonably detailed summary of financial condition and results of operations of
the Unrestricted Subsidiaries containing line items substantially consistent
with those contained in the summary section of this prospectus.

                                      22



   In addition, following the consummation of the exchange offer for the
initial Notes on November 16, 2001, whether or not required by the SEC, Radio
One is obligated to file a copy of all of the information and reports referred
to in clauses (1) and (2) above with the SEC for public availability within the
time periods specified in the SEC's rules and regulations (unless the SEC will
not accept such a filing) and make such information available to securities
analysts and prospective investors upon request. In addition, Radio One has
agreed that, for so long as any Notes remain outstanding, it will furnish to
the Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

Events of Default and Remedies

   Each of the following is an Event of Default:

      (1)   default for 30 days in the payment when due of interest on, or
   Liquidated Damages with respect to, the Notes whether or not prohibited by
   the subordination provisions of the Indenture;

      (2)   default in payment when due of the principal of, or premium, if
   any, on the Notes, whether or not prohibited by the subordination provisions
   of the Indenture;

      (3)   failure by Radio One or any of its Restricted Subsidiaries to
   comply with the provisions described under the captions "--Repurchase at the
   Option of Holders--Change of Control;"

      (4)   failure by Radio One or any of its Restricted Subsidiaries for 30
   days after notice from the trustee or holders of at least 25% in principal
   amount of the Notes to comply with the provisions described under the
   captions "--Repurchase at the Option of Holders--Asset Sales," "--Certain
   Covenants--Restricted Payments," "--Certain Covenants--Incurrence of
   Indebtedness and Issuance of Preferred Stock" or "--Certain
   Covenants--Merger, Consolidation or Sale of Assets;"

      (5)   failure by Radio One or any of its Restricted Subsidiaries for 60
   days after notice from the trustee or holders of 25% in principal amount of
   the Notes to comply with any of the other agreements in the Indenture;

      (6)   default under any mortgage, indenture or instrument under which
   there may be issued or by which there may be secured or evidenced any
   Indebtedness for money borrowed by Radio One or any of its Restricted
   Subsidiaries (or the payment of which is guaranteed by Radio One or any of
   its Restricted Subsidiaries) whether such Indebtedness or guarantee now
   exists, or is created after the date of the Indenture, if that default:

          (a)   is caused by a failure to pay principal of such Indebtedness at
       the final stated maturity thereof (a "Payment Default"), or

          (b)   results in the acceleration of such Indebtedness prior to its
       express maturity,

   and, in each case, the principal amount of any such Indebtedness, together
   with the principal amount of any other such Indebtedness under which there
   has been a Payment Default or the maturity of which has been so accelerated,
   aggregates $10.0 million or more;

      (7)   failure by Radio One or any of its Restricted Subsidiaries to pay
   final judgments aggregating in excess of $5.0 million not covered by
   insurance, which judgments are not paid, discharged or stayed for a period
   of 60 days;

      (8)   except as permitted by the Indenture, any Guarantee of a
   Significant Subsidiary shall be held in any judicial proceeding to be
   unenforceable or invalid or shall cease for any reason to be in full force
   and effect or any Significant Subsidiary that is a Guarantor, or any Person
   acting on behalf of any such Guarantor, shall deny or disaffirm its
   obligations under its Guarantee; and

                                      23



      (9)   certain events of bankruptcy or insolvency described in the
   Indenture with respect to Radio One or any of its Restricted Subsidiaries.

   In the event of a declaration of acceleration of the Notes because an Event
of Default has occurred and is continuing as a result of the acceleration of
any Indebtedness described in clause (6) of the preceding paragraph, the
declaration of acceleration of the Notes shall be automatically annulled if the
holders of any Indebtedness described in clause (6) of the preceding paragraph
have rescinded the declaration of acceleration in respect of the Indebtedness
within 30 days of the date of the declaration and if:

      (1)   the annulment of the acceleration of Notes would not conflict with
   any judgment or decree of a court of competent jurisdiction; and

      (2)   all existing Events of Default, except nonpayment of principal or
   interest on the Notes that became due solely because of the acceleration of
   the Notes, have been cured or waived.

   In the case of an Event of Default arising from certain events of bankruptcy
or insolvency, with respect to Radio One, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the trustee or the Holders of
at least 25% in principal amount of the then outstanding notes may declare all
the Notes to be due and payable immediately.

   Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding notes may direct the
trustee in its exercise of any trust or power. The trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default if it
determines that withholding notice is in their interest, except a Default or
Event of Default relating to the payment of principal or interest or Liquidated
Damages.

   The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages on, or the principal of, the Notes.

   In the case of any Event of Default occurring by reason of any willful
action or inaction taken or not taken by or on behalf of Radio One with the
intention of avoiding payment of the premium that Radio One would have had to
pay if Radio One then had elected to redeem the Notes pursuant to the optional
redemption provisions of the Indenture, an equivalent premium will also become
and be immediately due and payable to the extent permitted by law upon the
acceleration of the Notes. If an Event of Default occurs prior to, by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of Radio
One with the intention of avoiding the prohibition on redemption of the Notes
prior to July 1, 2006, then the premium specified in the Indenture will also
become immediately due and payable to the extent permitted by law upon the
acceleration of the Notes.

   Radio One is required to deliver to the trustee annually a statement
regarding compliance with the Indenture. Upon becoming aware of any Default or
Event of Default, Radio One is required to deliver to the trustee a statement
specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

   No director, officer, employee, incorporator or stockholder of Radio One,
any Subsidiary of Radio One, or any Guarantor, as such, will have any liability
for any obligations of Radio One or the Guarantors under the Notes, the
Indenture, the Subsidiary Guarantees, or for any claim based on, in respect of,
or by reason of, such

                                      24



obligations or their creation. Each Holder of 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. The waiver may not be effective to
waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

   Radio One may, at its option and at any time elect to have all of its
obligations discharged with respect to the outstanding notes and all
obligations of the Guarantors discharged with respect to their Subsidiary
Guarantees ("Legal Defeasance") except for:

      (1)   the rights of Holders of outstanding notes to receive payments in
   respect of the principal of, or interest or premium and Liquidated Damages,
   if any, on such Notes when such payments are due from the trust referred to
   below;

      (2)   Radio One's obligations with respect to the Notes concerning
   issuing temporary Notes, registration of Notes, mutilated, destroyed, lost
   or stolen Notes and the maintenance of an office or agency for payment and
   money for security payments held in trust;

      (3)   the rights, powers, trusts, duties and immunities of the trustee,
   and Radio One's and the Guarantors' obligations in connection therewith; and

      (4)   the Legal Defeasance provisions of the Indenture.

   In addition, Radio One may, at its option and at any time, elect to have the
obligations of Radio One and the Guarantors released with respect to certain
covenants that are described in the Indenture ("Covenant Defeasance") and
thereafter any omission to comply with those covenants will not constitute a
Default or Event of Default with respect to the Notes. In the event Covenant
Defeasance occurs, certain events (not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events) described under "--Events
of Default and Remedies" will no longer constitute an Event of Default with
respect to the Notes.

   In order to exercise either Legal Defeasance or Covenant Defeasance:

      (1)   Radio One must irrevocably deposit with the trustee, in trust, for
   the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable
   Government Securities, or a combination of cash in U.S. dollars and
   non-callable Government Securities, in amounts as will be sufficient, in the
   opinion of a nationally recognized firm of independent public accountants,
   to pay the principal of, or interest and premium and Liquidated Damages, if
   any, on the outstanding notes on the stated maturity or on the applicable
   redemption date, as the case may be, and Radio One must specify whether the
   Notes are being defeased to maturity or to a particular redemption date;

      (2)   in the case of Legal Defeasance, Radio One has delivered to the
   trustee an opinion of counsel reasonably acceptable to the trustee
   confirming that (a) Radio One has received from, or there has been published
   by, the Internal Revenue Service a ruling or (b) since the date of the
   Indenture, there has been a change in the applicable federal income tax law,
   in either case to the effect that, and based thereon such opinion of counsel
   will confirm that, the Holders of the outstanding notes will not recognize
   income, gain or loss for federal income tax purposes as a result of such
   Legal Defeasance and will be subject to federal income tax on the same
   amounts, in the same manner and at the same times as would have been the
   case if such Legal Defeasance had not occurred;

      (3)   in the case of Covenant Defeasance, Radio One has delivered to the
   trustee an opinion of counsel reasonably acceptable to the trustee
   confirming that the Holders of the outstanding notes will not recognize
   income, gain or loss for federal income tax purposes as a result of such
   Covenant Defeasance and will be subject to federal income tax on the same
   amounts, in the same manner and at the same times as would have been the
   case if such Covenant Defeasance had not occurred;

      (4)   no Default or Event of Default has occurred and is continuing on
   the date of such deposit (other than a Default or Event of Default resulting
   from the borrowing of funds to be applied to such deposit);

                                      25



      (5)   such Legal Defeasance or Covenant Defeasance will not result in a
   breach or violation of, or constitute a default under any material agreement
   or instrument (other than the Indenture) to which Radio One or any of its
   Restricted Subsidiaries is a party or by which Radio One or any of its
   Restricted Subsidiaries is bound;

      (6)   Radio One must deliver to the trustee an officers' certificate
   stating that the deposit was not made by Radio One with the intent of
   preferring the Holders of Notes over the other creditors of Radio One with
   the intent of defeating, hindering, delaying or defrauding creditors of
   Radio One or others; and

      (7)   Radio One must deliver to the trustee an officers' certificate and
   an opinion of counsel, which opinion may be subject to customary assumptions
   and exclusions, each stating that all conditions precedent relating to the
   Legal Defeasance or the Covenant Defeasance have been complied with.

   The Credit Agreement restricts Radio One's ability to effect a Legal
Defeasance or a Covenant Defeasance.

Amendment, Supplement and Waiver

   Except as provided in the next three succeeding paragraphs, the Indenture or
the Notes may be amended or supplemented with the consent of the Holders of at
least a majority in principal amount of the Notes then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes), and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes).

   Without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting Holder):

      (1)   reduce the principal amount of Notes whose Holders must consent to
   an amendment, supplement or waiver;

      (2)   reduce the principal of or change the fixed maturity of any Note or
   alter the provisions with respect to the redemption of the Notes (other than
   provisions relating to the covenants described above under the caption
   "--Repurchase at the Option of Holders");

      (3)   reduce the rate of or change the time for payment of interest on
   any Note;

      (4)   waive a Default or Event of Default in the payment of principal of,
   or interest or premium, or Liquidated Damages, if any, on the Notes (except
   a rescission of acceleration of the Notes by the Holders of at least a
   majority in aggregate principal amount of the Notes and a waiver of the
   payment default that resulted from such acceleration);

      (5)   make any Note payable in money other than that stated in the Notes;

      (6)   make any change in the provisions of the Indenture relating to
   waivers of past Defaults or the rights of Holders of Notes to receive
   payments of principal of, or interest or premium or Liquidated Damages, if
   any, on the Notes;

      (7)   waive a redemption payment with respect to any Note (other than a
   payment required by one of the covenants described above under the caption
   "--Repurchase at the Option of Holders"); or

      (8)   make any change in the preceding amendment and waiver provisions.

   In addition, (x) any amendment to, or waiver of, the provisions of the
Indenture relating to subordination that adversely affects the rights of the
Holders of the Notes or (y) the release any Guarantor from any of its
obligations under its Subsidiary Guarantee or the Indenture, except in
accordance with the terms of the Indenture will require the consent of the
Holders of at least 75% in aggregate principal amount of Notes then outstanding.

                                      26



   Notwithstanding the preceding, without the consent of any Holder of Notes,
Radio One, the Guarantors and the trustee may amend or supplement the Indenture
or the Notes:

      (1)   to cure any ambiguity, defect or inconsistency;

      (2)  to provide for uncertificated Notes in addition to or in place of
   certificated Notes;

      (3)  to provide for the assumption of Radio One's obligations to Holders
   of Notes in the case of a merger or consolidation or sale of all or
   substantially all of Radio One's assets;

      (4)  to make any change that would provide any additional rights or
   benefits to the Holders of Notes or that does not adversely affect the legal
   rights under the Indenture of any such Holder;

      (5)  to comply with requirements of the SEC in order to effect or
   maintain the qualification of the Indenture under the Trust Indenture Act;

      (6)  to provide for the issuance of additional Notes in accordance with
   the limitations set forth in the Indenture as of its date; or

      (7)  to allow any Guarantor to execute a supplemental Indenture and/or a
   Guarantee with respect to the Notes.

Satisfaction and Discharge

   The Indenture will be discharged and will cease to be of further effect as
to all Notes issued thereunder, when:

      (1)   either:

          (a)   all Notes that have been authenticated, except lost, stolen or
       destroyed Notes that have been replaced or paid and Notes for whose
       payment money has been deposited in trust and thereafter repaid to Radio
       One, have been delivered to the trustee for cancellation; or

          (b)   all Notes that have not been delivered to the trustee for
       cancellation have become due and payable by reason of the mailing of a
       notice of redemption or otherwise or will become due and payable within
       one year and Radio One or any Guarantor has irrevocably deposited or
       caused to be deposited with the trustee as trust funds in trust solely
       for the benefit of the Holders, cash in U.S. dollars, non-callable
       Government Securities, or a combination of cash in U.S. dollars and
       non-callable Government Securities, in amounts as will be sufficient
       without consideration of any reinvestment of interest, to pay and
       discharge the entire indebtedness on the Notes not delivered to the
       trustee for cancellation for principal, premium and Liquidated Damages,
       if any, and accrued interest to the date of maturity or redemption;

      (2)   no Default or Event of Default has occurred and is continuing on
   the date of the deposit or will occur as a result of the deposit and the
   deposit will not result in a breach or violation of, or constitute a default
   under, any other instrument to which Radio One or any Guarantor is a party
   or by which Radio One or any Guarantor is bound;

      (3)   Radio One or any Guarantor has paid or caused to be paid all sums
   payable by it under the Indenture; and

      (4)   Radio One has delivered irrevocable instructions to the trustee
   under the Indenture to apply the deposited money toward the payment of the
   Notes at maturity or the redemption date, as the case may be.

                                      27



   In addition, Radio One must deliver an officers' certificate and an opinion
of counsel, which may be subject to customary assumptions and exclusions, to
the trustee stating that all conditions precedent to satisfaction and discharge
have been satisfied.

Concerning the Trustee

   If the trustee becomes a creditor of Radio One or any Guarantor, the
Indenture limits its right to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim as security
or otherwise. The trustee will be permitted to engage in other transactions;
however, if it acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue or resign.

   The Holders of a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
occurs and is continuing, the trustee will be required, in the exercise of its
power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
Holder of Notes, unless such Holder has offered to the trustee security and
indemnity satisfactory to it against any loss, liability or expense.

Additional Information

   Anyone who receives this prospectus may obtain a copy of the Indenture
without charge by writing to Radio One, Inc., 5900 Princess Garden Parkway, 7th
Floor, Lanham, Maryland 20706, Attention: Investor Relations, or by sending an
email message to invest@radio-one.com.

Certain Definitions

   Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.

   "Acquired Debt" means, with respect to any specified Person:

      (1)   Indebtedness of any other Person existing at the time such other
   Person is merged with or into or became a Subsidiary of such specified
   Person, whether or not such Indebtedness is incurred in connection with, or
   in contemplation of, such other Person merging with or into, or becoming a
   Subsidiary of, such specified Person; and

      (2)   Indebtedness secured by a Lien encumbering any asset acquired by
   such specified Person.

   "Acquisition Debt" means Indebtedness the proceeds of which are utilized
solely to (x) acquire all or substantially all of the assets or a majority of
the Voting Stock of an existing radio broadcasting business or station or (y)
finance an LMA (including to repay or refinance indebtedness or other
obligations incurred in connection with such acquisition or LMA, as the case
may be, and to pay related fees and expenses).

   "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" have correlative
meanings.

                                      28



   "Asset Sale" means:

      (1)   the sale, lease, conveyance or other disposition of any assets or
   rights, other than in the ordinary course of business; provided that the
   sale, conveyance or other disposition of all or substantially all of the
   assets of Radio One and its Subsidiaries taken as a whole will be governed
   by the provisions of the Indenture described above under the caption
   "--Repurchase at the Option of Holders--Change of Control" and/or the
   provisions described above under the caption "--Certain Covenants--Merger,
   Consolidation or Sale of Assets" and not by the provisions of the Asset Sale
   covenant; and

      (2)   the issuance of Equity Interests in any of Radio One's Restricted
   Subsidiaries or the sale of Equity Interests in any of its Restricted
   Subsidiaries.

   Notwithstanding the preceding, the following items will not be deemed to be
Asset Sales:

      (1)   any single transaction or series of related transactions that
   involves assets having a fair market value of $1.0 million or less;

      (2)   a transfer of assets between or among Radio One and its
   Subsidiaries;

      (3)   an issuance of Equity Interests by a Subsidiary to Radio One or to
   another Subsidiary;

      (4)   the sale or lease of equipment, inventory, accounts receivable or
   other assets in the ordinary course of business;

      (5)   the sale and leaseback of any assets within 90 days of the
   acquisition thereof;

      (6)   foreclosures on assets;

      (7)   the disposition of equipment no longer used or useful in the
   business of such entity;

      (8)   the sale or other disposition of cash or Cash Equivalents;

      (9)   a Restricted Payment or Permitted Investment that is permitted by
   the covenant described above under the caption "--Certain
   Covenants--Restricted Payments;" and

      (10)   the licensing of intellectual property.

   "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

   "Board of Directors" means:

      (1)   with respect to a corporation, the board of directors of the
   corporation;

      (2)  with respect to a partnership, the board of directors of the general
   partner of the partnership; and

      (3)  with respect to any other Person, the board or committee of such
   Person serving a similar function.

   "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

                                      29



   "Capital Stock" means:

      (1)   in the case of a corporation, corporate stock;

      (2)   in the case of an association or business entity, any and all
   shares, interests, participations, rights or other equivalents (however
   designated) of corporate stock;

      (3)   in the case of a partnership or limited liability company,
   partnership or membership interests (whether general or limited); and

      (4)   any other interest or participation that confers on a Person the
   right to receive a share of the profits and losses of, or distributions of
   assets of, the issuing Person.

   "Cash Equivalents" means:

      (1)   United States dollars;

      (2)   securities issued or directly and fully guaranteed or insured by
   the United States government or any agency or instrumentality of the United
   States government having maturities of not more than one year from the date
   of acquisition;

      (3)   certificates of deposit and eurodollar time deposits with
   maturities of one year or less from the date of acquisition, bankers'
   acceptances with maturities not exceeding one year and overnight bank
   deposits, in each case, with any lender party to the Credit Facility or any
   domestic commercial bank having capital and surplus in excess of $500.0
   million and a Thomson Bank Watch Rating of "B" or better;

      (4)   repurchase obligations with a term of not more than 30 days for
   underlying securities of the types described in clauses (2) and (3) above
   entered into with any financial institution meeting the qualifications
   specified in clause (3) above;

      (5)   commercial paper having one of the two highest ratings obtainable
   from Moody's Investors Service, Inc. or Standard & Poor's Rating Services
   and in each case maturing within one year after the date of acquisition; and

      (6)   money market funds at least 95% of the assets of which constitute
   Cash Equivalents of the kinds described in clauses (1) through (5) of this
   definition.

   "Change of Control" means the occurrence of any of the following:

      (1)   the direct or indirect sale, transfer, conveyance or other
   disposition (other than by way of merger or consolidation), in one or a
   series of related transactions, of all or substantially all of the
   properties or assets of Radio One and its Restricted Subsidiaries, taken as
   a whole to any "person" (as that term is used in Section 13(d)(3) of the
   Exchange Act) other than a Principal or a Related Party of a Principal;

      (2)   the adoption of a plan relating to the liquidation or dissolution
   of Radio One;

      (3)   the consummation of any transaction (including, without limitation,
   any merger or consolidation) the result of which is that any "person" (as
   defined above), other than the Principals and their Related Parties, becomes
   the Beneficial Owner, directly or indirectly, of more than 50% of the Voting
   Stock of Radio One, measured by voting power rather than number of shares; or

      (4)   the first day on which a majority of the members of the Board of
   Directors of Radio One are not Continuing Directors.

                                      30



   "Consolidated Cash Flow" means, with respect to any specified Person for any
period, the Consolidated Net Income of such Person for such period plus:

      (1)   an amount equal to any extraordinary loss plus any net loss,
   together with any related provision for taxes, realized by such Person or
   any of its Restricted Subsidiaries in connection with (a) an Asset Sale
   (including any sale and leaseback transaction), or (b) the disposition of
   any securities by such Person or any of the Restricted Subsidiaries or the
   extinguishment of any Indebtedness of such Person or any of the Restricted
   Subsidiaries, to the extent such losses were deducted in computing such
   Consolidated Net Income; plus

      (2)   provision for taxes based on income or profits of such Person and
   its Restricted Subsidiaries for such period, to the extent that such
   provision for taxes was deducted in computing such Consolidated Net Income;
   plus

      (3)   consolidated interest expense of such Person and its Restricted
   Subsidiaries for such period, whether paid or accrued and whether or not
   capitalized (including, without limitation, amortization of debt issuance
   costs and original issue discount, non-cash interest payments, the interest
   component of any deferred payment obligations, the interest component of all
   payments associated with Capital Lease Obligations, imputed interest with
   respect to obligations with respect to any sale and leaseback transaction,
   all fees, including but not limited to agency fees, letter of credit fees,
   commitment fees, commissions, discounts and other fees and charges incurred
   in respect of Indebtedness and net of the effect of all payments made or
   received pursuant to Hedging Obligations), to the extent that any such
   expense was deducted in computing such Consolidated Net Income; plus

      (4)   depreciation, amortization (including non-cash employee and officer
   equity compensation expenses, amortization of goodwill and other
   intangibles, amortization of programming costs and barter expenses, but
   excluding amortization of prepaid cash expenses that were paid in a prior
   period) and other non-cash expenses (excluding any such non-cash expense to
   the extent that it represents amortization of a prepaid cash expense that
   was paid in a prior period) of such Person and its Restricted Subsidiaries
   for such period to the extent that such depreciation, amortization and other
   non-cash expenses were deducted in computing such Consolidated Net Income;
   plus

      (5)   any extraordinary or non-recurring expenses of such Person and the
   Restricted Subsidiaries for such period to the extent that such charges were
   deducted in computing such Consolidated Net Income; plus

      (6)   any non-capitalized transaction costs incurred in connection with
   actual or proposed financings, acquisitions or transactions; minus

      (7)  non-cash items increasing such Consolidated Net Income for such
   period, other than the accrual of revenue in the ordinary course of
   business; minus

      (8)  cash payments related to non-cash charges that increased
   Consolidated Cash Flow in any prior period; minus

      (9)  barter revenues,

   in each case, on a consolidated basis and determined in accordance with GAAP.

   Notwithstanding the preceding, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash
expenses of, a Subsidiary of Radio One will be added to Consolidated Net Income
to compute Consolidated Cash Flow of Radio One only to the extent that a
corresponding amount would be permitted at the date of determination to be
dividended to Radio One by such Subsidiary without prior governmental approval
(that has not been obtained), and without direct or indirect restriction
pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations
applicable to that Subsidiary or its stockholders.

                                      31



   "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum, without duplication of:

      (1)   the consolidated interest expense of such Person and the Restricted
   Subsidiaries for such period, whether paid or accrued (including, without
   limitation, amortization of original issue discount, non-cash interest
   payments, the interest component of any deferred payment obligations, the
   interest component of all payments associated with Capital Lease
   Obligations, imputed interest with respect to commissions, discounts and
   other fees and charges incurred in respect of letter of credit or bankers'
   acceptance financings, and net payments (if any) pursuant to Hedging
   Obligations);

      (2)   the consolidated interest expense of such Person and the Restricted
   Subsidiaries that was capitalized during such period;

      (3)   any interest expense on Indebtedness of another Person that is
   guaranteed by such Person or any of the Restricted Subsidiaries or secured
   by a Lien on assets of such Person or any of the Restricted Subsidiaries
   (whether or not such guarantee or Lien is called upon); and

      (4)   the product of:

          (a)   all cash dividend payments (and non-cash dividend payments in
       the case of a Person that is a Restricted Subsidiary) on any series of
       preferred stock of such Person or any of the Restricted Subsidiaries,
       times

          (b)   a fraction, the numerator of which is one and the denominator
       of which is one minus the then current combined federal, state and local
       statutory tax rate of such Person, expressed as a decimal, in each case,
       on a consolidated basis and in accordance with GAAP.

   "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

      (1)   the Net Income of any Unrestricted Subsidiary will be excluded,
   whether or not distributed to the specified Person or a Restricted
   Subsidiary of the Person;

      (2)   the Net Income of any Restricted Subsidiary will be excluded to the
   extent that the declaration or payment of dividends or similar distributions
   by that Restricted Subsidiary of that Net Income is not at the date of
   determination permitted without any prior governmental approval (that has
   not been obtained) or, directly or indirectly, by operation of the terms of
   its charter or any agreement, instrument, judgment, decree, order, statute,
   rule or governmental regulation applicable to that Restricted Subsidiary or
   its stockholders;

      (3)   the Net Income of any Person acquired in a pooling of interests
   transaction for any period prior to the date of such acquisition will be
   excluded; and

      (4)   the cumulative effect of a change in accounting principles will be
   excluded.

   "Continuing Directors" means, as of any date of determination, any member of
the Board of Directors of Radio One who:

      (1)   was a member of or nominated to such Board of Directors on the date
   of the Indenture; or

      (2)   was nominated for election by either (a) one or more of the
   Principals or (b) the Board of Directors of Radio One, a majority of whom
   were members of or nominated to the Board of Directors on the date of the
   Indenture or whose election or nomination for election was previously
   approved by one or more of the Principals beneficially owning at least 25%
   of the Voting Stock of Radio One (determined by reference to voting power
   and not number of shares held) or such directors.

                                      32



   "Credit Agreement" means that certain Second Amended and Restated Credit
Agreement, dated as of July 17, 2000, by and among Radio One, the guarantors
party thereto, Bank of America, N.A., as administrative agent and the lenders
party thereto, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, as amended,
modified, renewed, refunded, replaced or refinanced from time to time
(including any increase in principal amount).

   "Credit Facilities" means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time (including any increase in principal amount).

   "Default" means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default.

   "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, on or prior to the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders of the Capital Stock have the right to require Radio One to repurchase
such Capital Stock upon the occurrence of a change of control or an asset sale
will not constitute Disqualified Stock if the terms of such Capital Stock
provide that Radio One may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
the covenant described above under the caption "--Certain Covenants--Restricted
Payments."

   "Domestic Subsidiary" means any Restricted Subsidiary of Radio One that was
formed under the laws of the United States or any state of the United States or
the District of Columbia or that guarantees or otherwise provides direct credit
support for any Indebtedness of Radio One.

   "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

   "Equity Offering" means an offering of Capital Stock (other than
Disqualified Stock) of Radio One or one of its Subsidiaries, the net proceeds
of which are contributed to Radio One, in each case to any Person that is not
an Affiliate of Radio One, which offering results in at least $25.0 million of
net aggregate proceeds to Radio One.

   "Existing Indebtedness" means Indebtedness of Radio One and its Restricted
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of the Indenture.

   "Existing Preferred Stock" means the 61/2% Convertible Preferred
Remarketable Term Income Deferrable Equity Securities of Radio One pursuant to
the Certificate of Designations filed with the State of Delaware on July 13,
2000, as in effect on the date of the Indenture.

   "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of the Indenture.

                                      33



   "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

   "Guarantors" means each of:

      (1)  Radio One's Restricted Subsidiaries on the date of the Indenture; and

      (2)  any other subsidiary of Radio One that executes a Subsidiary
   Guarantee in accordance with the provisions of the Indenture;

   and their respective successors and assigns.

   "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

      (1)  interest rate swap agreements, interest rate cap agreements and
   interest rate collar agreements; and

      (2)  other agreements or arrangements designed to protect such Person
   against fluctuations in currency exchange rates or interest rates.

   "Indebtedness" means, with respect to any specified Person, any indebtedness
of such Person, whether or not contingent:

      (1)  in respect of borrowed money;

      (2)  evidenced by bonds, Notes, debentures or similar instruments or
   letters of credit (or reimbursement agreements in respect thereof);

      (3)  in respect of banker's acceptances;

      (4)  representing Capital Lease Obligations;

      (5)  representing the balance deferred and unpaid of the purchase price
   of any property, except any such balance that constitutes an accrued expense
   or trade payable; or

      (6)  representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of
the specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person; provided that
Indebtedness shall not include the pledge of the Capital Stock of an
Unrestricted Subsidiary securing Non-Recourse Debt of that Unrestricted
Subsidiary; and, provided further, in no event shall the Existing Preferred
Stock (including all accrued dividends thereon) be deemed Indebtedness.

   The amount of any Indebtedness outstanding as of any date will be:

      (1)  the accreted value of the Indebtedness, in the case of any
   Indebtedness issued with original issue discount; and

      (2)  the principal amount of the Indebtedness, together with any interest
   on the Indebtedness that is more than 30 days past due, in the case of any
   other Indebtedness.

   "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers
and employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests

                                      34



or other securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If Radio One
or any Subsidiary of Radio One sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of Radio One such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of Radio One, Radio One will be deemed to have made an Investment on
the date of any such sale or disposition equal to the fair market value of the
Equity Interests of such Subsidiary not sold or disposed of in an amount
determined as provided in the final paragraph of the covenant described above
under the caption "--Certain Covenants--Restricted Payments."

   "Leverage Ratio" means the ratio of (i) the aggregate outstanding amount of
Indebtedness of each of Radio One and the Restricted Subsidiaries as of the
last day of the most recently ended fiscal quarter for which financial
statements are internally available as of the date of calculation on a combined
consolidated basis in accordance with GAAP (subject to the terms described in
the next paragraph) plus the aggregate liquidation preference of all
outstanding Disqualified Stock of Radio One and preferred stock of the
Restricted Subsidiaries (except preferred stock issued to Radio One or a
Restricted Subsidiary) as of the last day of such fiscal quarter to (ii) the
aggregate Consolidated Cash Flow of Radio One for the last four full fiscal
quarters for which financial statements are internally available ending on or
prior to the date of determination (the "Reference Period").

   For purposes of this definition, the aggregate outstanding principal amount
of Indebtedness of Radio One and the Restricted Subsidiaries and the aggregate
liquidation preference of all outstanding preferred stock of the Restricted
Subsidiaries for which such calculation is made shall be determined on a pro
forma basis as if the Indebtedness and preferred stock giving rise to the need
to perform such calculation had been incurred and issued and the proceeds
therefrom had been applied, and all other transactions in respect of which such
Indebtedness is being incurred or preferred stock is being issued had occurred,
on the first day of such Reference Period. In addition to the foregoing, for
purposes of this definition, the Leverage Ratio shall be calculated on a pro
forma basis after giving effect to (i) the incurrence of the Indebtedness of
such Person and the Restricted Subsidiaries and the issuance of the preferred
stock of such Subsidiaries (and the application of the proceeds therefrom)
giving rise to the need to make such calculation and any incurrence (and the
application of the proceeds therefrom) or repayment of other Indebtedness or
preferred stock, at any time subsequent to the beginning of the Reference
Period and on or prior to the date of determination (including any such
incurrence or issuance which is the subject of an Incurrence Notice delivered
to the Trustee during such period pursuant to clause (12) of the definition of
Permitted Debt), as if such incurrence or issuance (and the application of the
proceeds thereof), or the repayment, as the case may be, occurred on the first
day of the Reference Period (except that, in making such computation, the
amount of Indebtedness under any revolving credit facility shall be computed
based upon the average balance of such Indebtedness at the end of each month
during such period) and (ii) any acquisition at any time on or subsequent to
the first day of the Reference Period and on or prior to the date of
determination (including any such incurrence or issuance which is the subject
of an Incurrence Notice delivered to the Trustee during such period pursuant to
clause (12) of the definition of Permitted Debt), as if such acquisition
(including the incurrence, assumption or liability for any such Indebtedness
and the issuance of such preferred stock and also including any Consolidated
Cash Flow associated with such acquisition) occurred on the first day of the
Reference Period giving pro forma effect to any non-recurring expenses,
non-recurring costs and cost reductions within the first year after such
acquisition Radio One reasonably anticipates in good faith if Radio One
delivers to the Trustee an officer's certificate executed by the chief
financial or accounting officer of Radio One certifying to and describing and
quantifying with reasonable specificity such non-recurring expenses,
non-recurring costs and cost reductions. Furthermore, in calculating
Consolidated Interest Expense for purposes of the calculation of Consolidated
Cash Flow, (a) interest on Indebtedness determined on a fluctuating basis as of
the date of determination (including Indebtedness actually incurred on the date
of the transaction giving rise to the need to calculate the Leverage Ratio) and
which will continue to be so determined thereafter shall be deemed to have
accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness as in effect on the date of determination and (b) notwithstanding
(a) above, interest determined on a fluctuating basis, to the extent such
interest is covered by Hedging Obligations, shall be deemed to accrue at the
rate per annum resulting after giving effect to the operation of such
agreements.

                                      35



   "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including
any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

   "LMA" means a local marketing arrangement, joint sales agreement, time
brokerage agreement, shared services agreement, management agreement or similar
arrangement pursuant to which a Person, subject to customary preemption rights
and other limitations (i) obtains the right to sell a portion of the
advertising inventory of a radio station of which a third party is the
licensee, (ii) obtains the right to exhibit programming and sell advertising
time during a portion of the air time of a radio station or (iii) manages a
portion of the operations of a radio station.

   "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

      (1)  any gain (but not loss), together with any related provision for
   taxes on such gain (but not loss), realized in connection with: (a) any
   Asset Sale; or (b) the disposition of any securities by such Person or any
   of its Restricted Subsidiaries or the extinguishment of any Indebtedness of
   such Person or any of its Restricted Subsidiaries; and

      (2)  any extraordinary gain (but not loss), together with any related
   provision for taxes on such extraordinary gain (but not loss).

   "Net Proceeds" means the aggregate cash proceeds received by Radio One or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (i) the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, (ii) taxes paid or payable as a result
of the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, (iii) amounts required
to be applied to the repayment of Indebtedness, other than Senior Debt secured
by a Lien on the asset or assets that were the subject of such Asset Sale and
(iv) any reserve for adjustment in respect of the sale price of such asset or
assets established in accordance with GAAP.

   "Non-Recourse Debt" means Indebtedness:

      (1)  as to which neither Radio One, the Guarantors, nor any of the
   Restricted Subsidiaries (a) provides credit support of any kind (including
   any undertaking, agreement or instrument that would constitute
   Indebtedness), (b) is directly or indirectly liable as a guarantor or
   otherwise, or (c) constitutes the lender; and

      (2)  no default with respect to which (including any rights that the
   holders of the Indebtedness may have to take enforcement action against an
   Unrestricted Subsidiary) would permit upon notice, lapse of time or both any
   holder of any other Indebtedness (other than the Notes) of Radio One, the
   Guarantors, or any of the Restricted Subsidiaries to declare a default on
   such other Indebtedness or cause the payment of the Indebtedness to be
   accelerated or payable prior to its stated maturity.

   "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness and in all cases whether direct or
indirect, absolute or contingent, now outstanding or hereafter created, assumed
or incurred and including, without limitation, interest accruing subsequent to
the filing of a petition in bankruptcy or the commencement of any insolvency,
reorganization or similar proceedings at the rate provided in the relevant
documentation, whether or not an allowed claim, and any obligation to redeem or
defease any of the foregoing.

                                      36



   "Permitted Asset Swap" means, with respect to any Person, the substantially
concurrent exchange of assets of such Person (including Equity Interests of a
Restricted Subsidiary) for assets of another Person, which assets are useful to
the business of such aforementioned Person.

   "Permitted Business" means any business engaged in by Radio One or its
Restricted Subsidiaries as of the Closing Date or any business reasonably
related, ancillary or complementary thereto.

   "Permitted Investments" means:

      (1)  any Investment in Radio One or in a Restricted Subsidiary;

      (2)  any Investment in Cash Equivalents;

      (3)  any Investment by Radio One or any Restricted Subsidiary in a
   Person, if as a result of such Investment:

          (a)  such Person becomes a Restricted Subsidiary of Radio One; or

          (b)  such Person is merged, consolidated or amalgamated with or into,
       or transfers or conveys substantially all of its assets to, or is
       liquidated into, Radio One or a Restricted Subsidiary;

      (4)  any Investment made as a result of the receipt of non-cash
   consideration from an Asset Sale that was made pursuant to and in compliance
   with the covenant described above under the caption "--Repurchase at the
   Option of Holders--Asset Sales;"

      (5)  any acquisition of assets (including Investments in Unrestricted
   Subsidiaries) solely in exchange for the issuance of Equity Interests (other
   than Disqualified Stock) of Radio One;

      (6)  notes and accounts receivable incurred in the ordinary course of
   business and any Investments received in compromise of obligations of such
   persons incurred in the ordinary course of trade creditors or customers that
   were incurred in the ordinary course of business, including pursuant to any
   plan of reorganization or similar arrangement upon the bankruptcy or
   insolvency of any trade creditor or customer;

      (7)  Hedging Obligations;

      (8)  guarantees of loans to management incurred pursuant to clause (13)
   of the definition of Permitted Debt;

      (9)  loans and advances to employees of Radio One or any Restricted
   Subsidiary in the ordinary course of business not in excess of $10,000,000
   in aggregate principal amount at any time outstanding; or

      (10)  other Investments in any Person having an aggregate fair market
   value (measured on the date each such Investment was made and without giving
   effect to subsequent changes in value), when taken together with all other
   Investments made pursuant to this clause (10) that are at the time
   outstanding not to exceed $30.0 million.

   "Permitted Liens" means:

      (1)  Liens of Radio One and any Guarantor securing Indebtedness and other
   Obligations under Credit Facilities that were securing Senior Debt that was
   permitted by the terms of the Indenture to be incurred;

      (2)  Liens in favor of Radio One or the Guarantors;

                                      37



      (3)  Liens on property of a Person existing at the time such Person is
   merged with or into or consolidated with Radio One or any Restricted
   Subsidiary of Radio One; provided that such Liens were in existence prior to
   the contemplation of such merger or consolidation and do not extend to any
   assets other than those of the Person merged into or consolidated with Radio
   One or the Subsidiary;

      (4)  Liens on property existing at the time of acquisition of the
   property by Radio One or any Restricted Subsidiary of Radio One, provided
   that such Liens were in existence prior to the contemplation of such
   acquisition;

      (5)  Liens to secure the performance of statutory obligations, surety or
   appeal bonds, performance bonds or other obligations of a like nature
   incurred in the ordinary course of business;

      (6)  Liens to secure Indebtedness (including Capital Lease Obligations)
   permitted by clause (4) of the second paragraph of the covenant entitled
   "--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred
   Stock" covering only the assets acquired with such Indebtedness;

      (7)  Liens existing on the date of the Indenture;

      (8)  Liens for taxes, assessments or governmental charges or claims that
   are not yet delinquent or that are being contested in good faith by
   appropriate proceedings promptly instituted and diligently concluded,
   provided that any reserve or other appropriate provision as is required in
   conformity with GAAP has been made therefor;

      (9)  Liens incurred in the ordinary course of business of Radio One or
   any Restricted Subsidiary with respect to obligations that do not exceed
   $5.0 million at any one time outstanding;

      (10)  Liens on assets of Unrestricted Subsidiaries that secure
   Non-Recourse Debt of Unrestricted Subsidiaries;

      (11)  Liens to secure Indebtedness that is pari passu in right of payment
   with the Notes, provided that the Notes are equally and ratably secured
   thereby;

      (12)  Liens securing Permitted Refinancing Indebtedness where the liens
   securing indebtedness being refinanced were permitted under the Indenture;

      (13)  easements, rights-of-way, zoning and similar restrictions and other
   similar encumbrances or title defects incurred or imposed, as applicable, in
   the ordinary course of business and consistent with industry practices;

      (14)  any interest or title of a lessor under any Capital Lease
   Obligation;

      (15)  Liens securing reimbursement obligations with respect to commercial
   letters of credit which encumber documents and other property relating to
   letters of credit and products and proceeds thereof;

      (16)  Liens encumbering deposits made to secure statutory, regulatory,
   contractual or warranty obligations, including rights of offset and set-off;

      (17)  Liens securing Hedging Obligations which Hedging Obligations relate
   to Indebtedness that is otherwise permitted under the Indenture;

      (18)  leases or subleases granted to others;

      (19)  Liens under licensing agreements;

      (20)  Liens arising from filing Uniform Commercial Code financing
   statements regarding leases;

                                      38



      (21)  judgment Liens not giving rise to an Event of Default;

      (22)  Liens encumbering property of Radio One or a Restricted Subsidiary
   consisting of carriers, warehousemen, mechanics, materialmen, repairmen, and
   landlords, and other Liens arising by operation of law and incurred in the
   ordinary course of business for sums which are not overdue or which are
   being contested in good faith by appropriate proceedings and (if so
   contested) for which appropriate reserves with respect thereto have been
   established and maintained on the books of Radio One or a Restricted
   Subsidiary in accordance with GAAP; and

      (23)  Liens encumbering property of Radio One or a Restricted Subsidiary
   incurred in the ordinary course of business in connection with workers'
   compensation, unemployment insurance, or other forms of governmental
   insurance or benefits, or to secure performance of bids, tenders, statutory
   obligations, leases, and contracts (other than for Indebtedness) entered
   into in the ordinary course of business of Radio One or a Restricted
   Subsidiary.

   "Permitted Refinancing Indebtedness" means any Indebtedness of Radio One or
any of its Restricted Subsidiaries issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of Radio One or any of its Restricted Subsidiaries (other than
intercompany Indebtedness); provided that:

      (1)  the principal amount (or accreted value, if applicable) of such
   Permitted Refinancing Indebtedness does not exceed the principal amount (or
   accreted value, if applicable) of the Indebtedness extended, refinanced,
   renewed, replaced, defeased or refunded (plus all accrued interest on the
   Indebtedness and the amount of all expenses and premiums incurred in
   connection therewith);

      (2)  such Permitted Refinancing Indebtedness has a final maturity date
   later than the final maturity date of, and has a Weighted Average Life to
   Maturity equal to or greater than the Weighted Average Life to Maturity of,
   the Indebtedness being extended, refinanced, renewed, replaced, defeased or
   refunded;

      (3)  if the Indebtedness being extended, refinanced, renewed, replaced,
   defeased or refunded is subordinated in right of payment to the Notes, such
   Permitted Refinancing Indebtedness has a final maturity date later than the
   final maturity date of, and is subordinated in right of payment to, the
   Notes on terms at least as favorable to the Holders of Notes as those
   contained in the documentation governing the Indebtedness being extended,
   refinanced, renewed, replaced, defeased or refunded; and

      (4)  such Indebtedness is incurred either by Radio One or by the
   Restricted Subsidiary who is the obligor on the Indebtedness being extended,
   refinanced, renewed, replaced, defeased or refunded.

   "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

   "Principals" means Catherine L. Hughes and Alfred C. Liggins, III.

   "Related Party" means:

      (1) any controlling stockholder, 80% (or more) owned Subsidiary, or
   immediate family member (in the case of an individual) of any Principal; or

      (2) any trust, corporation, partnership or other entity, the
   beneficiaries, stockholders, partners, owners or Persons beneficially
   holding an 80% or more controlling interest of which consist of any one or
   more Principals and/or such other Persons referred to in the immediately
   preceding clause (1).

                                      39



   "Restricted Investment" means an Investment other than a Permitted
Investment.

   "Restricted Subsidiary" all current and future Domestic Subsidiaries of
Radio One, other than Unrestricted Subsidiaries.

   "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

   "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

   "Subsidiary" means, with respect to any specified Person:

      (1)  any corporation, association or other business entity of which more
   than 50% of the total voting power of shares of Capital Stock entitled
   (without regard to the occurrence of any contingency) to vote in the
   election of directors, managers or trustees of the corporation, association
   or other business entity is at the time owned or controlled, directly or
   indirectly, by that Person or one or more of the other Subsidiaries of that
   Person (or a combination thereof); and

      (2)  any partnership (a) the sole general partner or the managing general
   partner of which is such Person or a Subsidiary of such Person or (b) the
   only general partners of which are that Person or one or more Subsidiaries
   of that Person (or any combination thereof).

   "Unrestricted Subsidiary" means any Subsidiary of Radio One that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to
a resolution of the Board of Directors, but only to the extent that such
Subsidiary:

      (1)  has no Indebtedness other than Non-Recourse Debt;

      (2)  is not party to any agreement, contract, arrangement or
   understanding with Radio One or any Restricted Subsidiary unless the terms
   of any such agreement, contract, arrangement or understanding are no less
   favorable to Radio One or such Restricted Subsidiary than those that might
   be obtained at the time from Persons who are not Affiliates of Radio One;

      (3)  is a Person with respect to which neither Radio One nor any of the
   Restricted Subsidiaries has any direct or indirect obligation to maintain or
   preserve such Person's financial condition or to cause such Person to
   achieve any specified levels of operating results; and

      (4)  has not guaranteed or otherwise directly or indirectly provided
   credit support for any Indebtedness of Radio One or any of the Restricted
   Subsidiaries.

   Any designation of a Subsidiary of Radio One as an Unrestricted Subsidiary
will be evidenced to the trustee by filing with the trustee a certified copy of
the Board Resolution giving effect to such designation and an officers'
certificate certifying that such designation complied with the preceding
conditions and was permitted by the covenant described above under the caption
"--Certain Covenants--Restricted Payments." If, at any time, any Unrestricted
Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for
purposes of the Indenture and any Indebtedness of such Subsidiary will be
deemed to be incurred by a Restricted Subsidiary as of such date and, if such
Indebtedness is not permitted to be incurred as of such date under the covenant
described under the caption "--Certain Covenants--Incurrence of Indebtedness
and Issuance of Preferred Stock," Radio One will be in default of such
covenant. The Board of Directors of Radio One may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation will be deemed to be an incurrence of Indebtedness by a

                                      40



Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation will only be permitted if (1) such Indebtedness
is permitted under the covenant described under the caption "--Certain
Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock,"
calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (2) no Default or Event of
Default would be in existence following such designation.

   "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

   "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

      (1)  the sum of the products obtained by multiplying (a) the amount of
   each then remaining installment, sinking fund, serial maturity or other
   required payments of principal, including payment at final maturity, in
   respect of the Indebtedness, by (b) the number of years (calculated to the
   nearest one-twelfth) that will elapse between such date and the making of
   such payment; by

      (2)  the then outstanding principal amount of such Indebtedness.

   "Wholly Owned Restricted Subsidiary" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
will at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person.

                     DESCRIPTION OF OTHER DEBT SECURITIES

   Subject to compliance with the Credit Agreement and the Indenture, we may
issue senior or subordinated debt securities. The senior debt securities will
constitute part of our senior debt, will be issued under a senior debt
indenture, and will rank on a parity with all of our other unsecured and
unsubordinated debt. The subordinated debt securities will be issued under a
subordinated debt indenture, and will be subordinate and junior in right of
payment, as set forth in the subordinated debt indenture, to all of our senior
indebtedness. If this prospectus is being delivered in connection with a series
of subordinated debt securities, the accompanying prospectus supplement or the
information we incorporate in this prospectus by reference will indicate the
approximate amount of senior indebtedness outstanding as of the end of the most
recent fiscal quarter. We refer to our senior debt indenture and our
subordinated debt indenture individually as an "indenture" and collectively as
the "indentures." The forms of the indentures are exhibits to the registration
statement we filed with the SEC, of which this prospectus is a part.

   We have summarized below the material provisions of the indentures and the
debt securities, or indicated which material provisions will be described in
the related prospectus supplement. These descriptions are only summaries, and
each investor should refer to the applicable indenture, which describes
completely the terms and definitions summarized below and contains additional
information regarding the debt securities. Any reference to particular sections
or defined terms of the applicable indenture in any statement under this
heading qualifies the entire statement and incorporates by reference the
applicable section or definition into that statement.

General

   The debt securities that may be offered under the indentures are not limited
in aggregate principal amount. We may issue debt securities at one or more
times in one or more series. Each series of debt securities may have different
terms. The terms of any series of debt securities will be described in, or
determined by action taken pursuant to, a resolution of our board of directors
or in a supplement to the indenture relating to that series.

                                      41



   The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that we may offer will state the
price or prices at which the debt securities will be offered, and will contain
the specific terms of that series. These terms may include the following:

    .  the title of the series of debt securities;

    .  whether the debt securities are senior debt securities or subordinated
       debt securities or any combination thereof;

    .  the purchase price, denomination and any limit on the aggregate
       principal amount of the debt securities;

    .  the date or dates on which principal and premium, if any, on the debt
       securities will be payable;

    .  the terms and conditions, if any, under which the debt securities may be
       converted into or exchanged for our class D common stock or other
       securities;

    .  the rate or rates at which the debt securities will bear interest, if
       any, or the method of calculating the rate or rates of interest, whether
       the interest on the debt securities will be paid in the form of
       additional debt securities and if so, the terms and provisions for the
       payment of those additional debt securities, including the method for
       calculating the amount of additional debt securities so payable, the
       date or dates from which interest will accrue or the method by which the
       date or dates will be determined, the dates on which interest will be
       payable, and any regular record date for payment of interest;

    .  the place or places where the principal of, premium, if any, and
       interest on the debt securities will be payable;

    .  any covenants to which Radio One may be subject with respect to the debt
       securities;

    .  the place or places where the debt securities may be exchanged or
       transferred;

    .  the terms and conditions upon which we may redeem the debt securities,
       in whole or in part, at our option;

    .  the terms and conditions upon which we may be obligated to redeem or
       purchase the debt securities under any sinking fund or similar
       provisions or upon the happening of a specified event or at the option
       of a holder;

    .  the denominations in which the debt securities will be issuable, if
       other than denominations of $1,000 and any integral multiple of $1,000;

    .  if other than U.S. dollars, the currency or currencies, including the
       currency unit or units, in which payments of principal of, premium, if
       any, and interest on the debt securities will or may be payable, or in
       which the debt securities shall be denominated, and any particular
       related provisions;

    .  if we or a holder may elect that payments of principal of, premium, if
       any, or interest on the debt securities be made in a currency or
       currencies, including currency unit or units, other than that in which
       the debt securities are denominated or designated to be payable, the
       currency or currencies in which such payments are to be made, including
       the terms and conditions applicable to any payments and the manner in
       which the exchange rate with respect to such payments will be
       determined, and any particular related provisions;

    .  if the amount of payments of principal of, premium, if any, and interest
       on debt securities are determined with reference to an index, formula or
       other method, which may be based, without limitation, on a currency or
       currencies other than that in which the debt securities are denominated
       or designated to be payable, the index, formula or other method by which
       the amounts will be determined;

    .  if other than the full principal amount, the portion of the principal
       amount of the debt securities which will be payable upon declaration of
       acceleration of maturity;

                                      42



    .  the applicability of the provisions described in "--Defeasance and
       Covenant Defeasance" below;

    .  whether the subordination provisions summarized below or different
       subordination provisions will apply to any debt securities that are
       subordinated debt securities;

    .  the events of default;

    .  any agents for the debt securities, including trustees, depositories,
       authenticating or paying agents, transfer agents or registrars;

    .  any provisions relating to the satisfaction and discharge of the debt
       securities;

    .  if we will issue the debt securities in whole or in part in the form of
       global securities; and

    .  any other terms of the debt securities, whether in addition to, or by
       modification or deletion of, the terms described herein.

   The debt securities may be offered and sold at a substantial discount below
their stated principal amount and may be "original issue discount securities."
"Original issue discount securities" will bear no interest or interest at a
rate below the prevailing market rate at the time of issuance. In addition,
less than the entire principal amount of these securities will be payable upon
declaration of acceleration of their maturity. We will describe any United
States federal income tax consequences and other special considerations
applicable to any such original issue discount securities in the applicable
prospectus supplement.

Exchange, Registration, Transfer and Payment

   Unless otherwise indicated in the applicable prospectus supplement, the
principal of, premium, if any, and interest on the debt securities will be
payable, and the exchange of and the transfer of debt securities will be
registrable, at our office or agency maintained for such purpose in New York
and at any other office or agency maintained for that purpose. We will issue
the debt securities in denominations of $1,000 or integral multiples of $1,000.
Unless otherwise provided in the debt securities to be transferred or
exchanged, no service charge will be made for any registration of transfer or
exchange of the debt securities, but we may require payment of a sum sufficient
to cover any tax or other governmental charge imposed because of the
transactions.

   All money paid by us to a paying agent for the payment of principal of,
premium, if any, or interest on any debt security which remains unclaimed for
one year after the principal, premium or interest has become due and payable
may be repaid to us, and thereafter the holder of the debt security may look
only to us for payment of those amounts.

   In the event of any redemption, we will not be required to (a) issue,
register the transfer of or exchange the debt securities of any series during a
period beginning 15 days before the mailing of a notice of redemption of debt
securities of that series to be redeemed and ending on the date of the mailing
or (b) register the transfer of or exchange any debt security, or portion
thereof, called for redemption, except the unredeemed portion of any debt
security being redeemed in part.

Global Debt Securities and Book-Entry System

   The following provisions will apply to the debt securities of any series,
including the 8 7/8% Senior Subordinated Notes due 2011, if the prospectus
supplement relating to such series so indicates.

   Unless otherwise indicated in the applicable prospectus supplement, the debt
securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered in the name of The
Depository Trust Company, New York, or its nominee. This means that we will not
issue certificates to each holder. Each global security will be issued to DTC,
which will keep a computerized record of its participants,

                                      43



such as your broker, whose clients have purchased debt securities. Each
participant will then keep a record of its clients who purchased the debt
securities. Unless it is exchanged in whole or in part for a certificate, a
global security may not be transferred, except that DTC, its nominees, and
their successors may transfer a global security as a whole to one another.

   Beneficial interests in global securities will be shown on, and transfers of
global securities will be made only through, records maintained by DTC and its
participants. If you are not a participant in DTC, you may beneficially own
debt securities held by DTC only through a participant.

   The laws of some states require that certain purchasers of securities take
physical delivery of the securities in definitive form. These limits and laws
may impair the ability to transfer beneficial interests in a global security.

   DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the United States Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under the provisions of Section 17A of the Securities
Exchange Act. DTC holds the securities that its participants deposit. DTC also
records the settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. The rules that apply to
DTC and its participants are on file with the SEC.

   DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.

   DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.

   We will wire payments of principal, premium, if any, and interest to DTC's
nominee. We and the trustee will treat DTC's nominee as the owner of the global
securities for all purposes. Accordingly, we, the trustee and any paying agent
will have no direct responsibility or liability to pay amounts due on the
global securities to owners of beneficial interests in the global securities.

   It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of
DTC, the trustee or us.

   So long as DTC or its nominee is the registered owner of a global security,
DTC or that nominee, as the case may be, will be considered the sole owner or
holder of the debt securities represented by that global security for all
purposes under the indenture. Owners of beneficial interests in a global
security (a) will not be entitled to have the debt securities represented by
that global security registered in their names, (b) will not receive or be
entitled to receive physical delivery of the debt securities in definitive
form, and (c) will not be considered the owners or holders of the debt
securities under the indenture. We will issue debt securities of any series
then represented by global securities in definitive form in exchange for those
global securities if:

    .  DTC notifies us that it is unwilling or unable to continue as depositary
       or if DTC ceases to be a clearing agency registered under applicable law
       and a successor depositary is not appointed by us within 90 days; or

                                      44



    .  we determine not to require all of the debt securities of a series to be
       represented by a global security.

   If we issue debt securities in definitive form in exchange for a global
security, an owner of a beneficial interest in the global security will be
entitled to have debt securities equal in principal amount to the beneficial
interest registered in its name and will be entitled to physical delivery of
those debt securities in definitive form. Debt securities issued in definitive
form will, except as set forth in the applicable prospectus supplement, be
issued in denominations of $1,000 and any multiple of $1,000 and will be issued
in registered form only, without coupons.

Indentures

   Debt securities that will be senior debt will be issued under a senior
indenture between us and Wilmington Trust Company, as trustee. We call that
indenture, as it may be supplemented from time to time, the Senior Debt
Indenture. Debt securities that will be subordinated debt will be issued under
a subordinated indenture between us and Wilmington Trust Company, as trustee.
We call that indenture, as it may be supplemented from time to time, the
Subordinated Debt Indenture. We refer to Wilmington Trust Company as the
"senior debt indenture trustee" or as the "subordinated debt indenture trustee"
as the context may require.

Subordination of Subordinated Debt Securities

   Holders of subordinated debt securities should recognize that contractual
provisions in the Subordinated Debt Indenture may prohibit us from making
payments on these securities. Subordinated debt securities are subordinate and
junior in right of payment, to the extent and in the manner stated in the
Subordinated Debt Indenture, to all of our senior indebtedness.

   Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the Subordinated Debt Indenture will apply to
subordinated debt securities. The Subordinated Debt Indenture provides that,
unless all principal of and any premium or interest on the senior indebtedness
has been paid in full, or provision has been made to make these payments in
full, no payment of principal of, or any premium or interest on, any
subordinated debt securities may be made in the event:

    .  of any insolvency or bankruptcy proceedings, or any receivership,
       liquidation, reorganization or other similar proceedings involving us or
       a substantial part of our property;

    .  that (a) a default has occurred in the payment of principal, any
       premium, interest or other monetary amounts due and payable on any
       senior indebtedness or (b) there has occurred any other event of default
       concerning senior indebtedness, that permits the holder or holders of
       the senior indebtedness to accelerate the maturity of the senior
       indebtedness, with notice or passage of time, or both, and that event of
       default has continued beyond the applicable grace period, if any, and
       that default or event of default has not been cured or waived or has not
       ceased to exist; or

    .  that the principal of and accrued interest on any subordinated debt
       securities have been declared due and payable upon an event of default
       as defined under the Subordinated Debt Indenture and that declaration
       has not been rescinded and annulled as provided under the Subordinated
       Debt Indenture.

Consolidation, Merger and Sale of Assets

   We may not consolidate or merge with or into any other person, including any
other entity, or convey, transfer or lease all or substantially all of our
properties and assets to any person or group of affiliated persons unless:

    .  we are the continuing corporation or the person, if other than us,
       formed by such consolidation or with which or into which we are merged
       or the person to which all or substantially all our properties and
       assets are conveyed, transferred or leased is a corporation or other
       entity organized and existing under the laws of the United States, any
       of its States or the District of Columbia and expressly assumes our
       obligations under the debt securities and each indenture; and

                                      45



    .  immediately after giving effect to the transaction, there is no default
       and no event of default under the relevant indenture.

   If we consolidate with or merge into any other corporation or entity or
convey, transfer or lease all or substantially all of our property and assets
as described in the preceding paragraph, the successor corporation or entity
shall succeed to and be substituted for us, and may exercise our rights and
powers under the indentures, and thereafter, except in the case of a lease, we
will be relieved of all obligations and covenants under the indentures and all
outstanding debt securities.

Events of Default

   Unless otherwise specified in the applicable prospectus supplement, "events
of default" under each indenture with respect to debt securities of any series
will include:

    .  default in the payment of interest on any debt security of that series
       when due that continues for a period of 30 days;

    .  default in the payment of principal of or premium on any debt security
       of that series when due;

    .  default in the deposit of any sinking fund payment on that series for
       five days after it becomes due;

    .  failure to comply with any of our other agreements contained in the
       indenture for a period of 60 days after written notice to us in
       accordance with the terms of the indenture;

    .  failure to pay when due the principal of, or acceleration of, any
       indebtedness for money borrowed by us in excess of the amount specified
       in the indenture, if the indebtedness is not discharged, or the
       acceleration is not annulled, within 30 days of our receiving written
       notice of the failure in accordance with the indenture;

    .  certain events of bankruptcy, insolvency or reorganization; and

    .  any other events of default specified in the applicable prospectus
       supplement.

   No event of default with respect to a particular series of debt securities,
except as to certain events involving bankruptcy, insolvency or reorganization
with respect to us, necessarily constitutes an event of default with respect to
any other series of debt securities.

   In general, each indenture obligates the trustee to give notice of a default
with respect to a series of debt securities to the holders of that series. The
trustee may withhold notice of any default, except a default in payment on any
debt security, if the trustee determines it is in the best interest of the
holders of that series to do so.

   If there is a continuing event of default, the trustee or the holders of at
least 25% in aggregate principal amount of the then outstanding debt securities
of an affected series may require us to repay immediately the unpaid principal,
or if the debt securities of that series are original issue discount
securities, the portion of the principal amount as may be specified in the
terms of that series, of and interest on all debt securities of that series.
Subject to certain conditions, the holders of a majority in principal amount of
the debt securities of a series may rescind our obligation to accelerate
repayment and may waive past defaults, except a default in payment of the
principal of and premium, if any, and interest on any debt security of that
series and some covenant defaults under the terms of that series.

                                      46



   Under the terms of each indenture, the trustee may refuse to enforce the
indenture or the debt securities unless it first receives satisfactory security
or indemnity from the holders of debt securities. Subject to limitations
specified in each indenture, the holders of a majority in principal amount of
the debt securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee or exercising any trust or power conferred on the trustee.

   No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to each indenture
or for the appointment of a receiver or trustee, or for any other remedy under
each indenture except as set forth in the applicable prospectus supplement.

   Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of and
premium, if any, and interest on the debt security on or after the due dates
expressed in the debt security and to institute suit for the enforcement of any
such payment.

   Each indenture requires us to furnish to the trustee annually a certificate
as to our compliance with such indenture.

Satisfaction and Discharge

   We can discharge or defease our obligations under the indentures as stated
below or as provided in the applicable prospectus supplement.

   Unless otherwise provided in the applicable prospectus supplement, we may
discharge obligations to holders of any series of debt securities that have not
already been delivered to the trustee for cancellation and that have either
become due and payable or are by their terms to become due and payable, or are
scheduled for redemption, within one year. We may effect a discharge by
irrevocably depositing with the trustee cash or United States government
obligations, as trust funds, in an amount certified to be enough to pay when
due, whether at maturity, upon redemption or otherwise, the principal of,
premium, if any, and interest on the debt securities and any mandatory sinking
fund payments.

Modification of the Indentures

   Each indenture permits us and the relevant trustee to amend the indenture
without the consent of the holders of any of the debt securities:

    .  to evidence the succession of another corporation and the assumption of
       our covenants under such indenture and the debt securities;

    .  to add to our covenants or to the events of default or to make certain
       other changes which would not adversely affect in any material respect
       the holder of any outstanding debt securities;

    .  to cure any ambiguity, defect or inconsistency; and

    .  for other purposes as described in each indenture.

   Each indenture also permits us and the trustee, with the consent of the
holders of a majority in principal amount of the debt securities of each series
affected by the amendment, with each such series voting as a class, to add any
provisions to or change or eliminate any of the provisions of such indenture or
any supplemental indenture or to modify the rights of the holders of debt
securities of each series, provided, however, that, without the consent of the
holder of each debt security so affected, no such amendment may:

    .  change the maturity of the principal of or premium, if any, or any
       installment of principal or interest on any debt security;

                                      47



    .  reduce the principal amount of any debt security, or the rate of
       interest or any premium payable upon the redemption, repurchase or
       repayment of any debt security, or change the manner in which the amount
       of any of the foregoing is determined;

    .  reduce the amount of principal payable upon acceleration of maturity;

    .  change the place of payment where, or the currency or currency unit in
       which, any debt security or any premium or interest on the debt security
       is payable;

    .  reduce the percentage in principal amount of affected debt securities
       the consent of whose holders is required for amendment of the indenture
       or for waiver of compliance with some provisions of the indenture or for
       waiver of some defaults; or

    .  modify the provisions relating to waiver of some defaults or any of the
       provisions relating to amendment of the indenture except to increase the
       percentage required for consent or to provide that some other provisions
       of the indenture may not be modified or waived.

   The holders of a majority in principal amount of the debt securities of any
series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, our compliance with some
restrictive provisions of the indentures.

   We may not amend the Subordinated Debt Indenture to alter the subordination
of any outstanding subordinated debt securities in a manner adverse to the
holders of senior indebtedness without the written consent of the holders of
senior indebtedness then outstanding under the terms of such senior
indebtedness.

Defeasance and Covenant Defeasance

   Except as provided in the applicable prospectus supplement, we may elect
either:

    .  to be discharged from all our obligations in respect of debt securities
       of any series, except for our obligations to register the transfer or
       exchange of debt securities, to replace temporary, destroyed, stolen,
       lost or mutilated debt securities, to maintain paying agencies and to
       hold monies for payment in trust (we will refer to this discharge as
       "defeasance"), or

    .  to be released from our obligations to comply with some restrictive
       covenants applicable to the debt securities of any series (we will refer
       to this release as "covenant defeasance");

in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or U.S. government obligations which will provide money
sufficient to pay all principal of and any premium and interest on the debt
securities of that series when due. We may establish such a trust only if,
among other things, we have received an opinion of counsel to the effect that
the holders of debt securities of the series (a) will not recognize income,
gain or loss for federal income tax purposes as a result of the deposit,
defeasance or covenant defeasance and (b) will be subject to federal income tax
on the same amounts, and in the same manner and at the same times as would have
been the case if the deposit, defeasance or covenant defeasance had not
occurred. The opinion, in the case of defeasance under the first bullet point
above, must refer to and be based upon a ruling of the Internal Revenue Service
or a change in applicable federal income tax laws occurring after the date of
the relevant indenture.

   We may exercise the defeasance option with respect to debt securities
notwithstanding our prior exercise of the covenant defeasance option. If we
exercise the defeasance option, payment of the debt securities may not be
accelerated because of a default. If we exercise the covenant defeasance
option, payment of the debt securities may not be accelerated by reason of a
default with respect to the covenants to which covenant defeasance is

                                      48



applicable. However, if the acceleration were to occur by reason of another
default, the realizable value at the acceleration date of the money and U.S.
government obligations in the defeasance trust could be less than the principal
and interest then due on the debt securities, in that the required deposit in
the defeasance trust is based upon scheduled cash flow rather than market
value, which will vary depending upon interest rates and other factors.

Conversion Rights

   The terms and conditions, if any, on which debt securities being offered are
convertible into common stock or other of our securities will be set forth in
an applicable prospectus supplement. Those terms will include the conversion
price, the conversion period, provisions as to whether conversion will be at
the option of the holder or us, the events requiring an adjustment of the
conversion price and provisions affecting conversion in the event that the debt
securities are redeemed.

Regarding The Trustee

   Wilmington Trust Company will serve as the senior debt indenture trustee and
as the subordinated debt indenture trustee.

   Each indenture contains limitations on the rights of the trustee, should the
trustee become our creditor, to obtain payment of claims in some cases, or to
realize on specified property received in respect of these claims, as security
or otherwise. The trustee and its affiliates engage in, and will be permitted
to continue to engage in, other transactions with us and our affiliates,
provided, however, that if it acquires any conflicting interest as described
under the Trust Indenture Act of 1939, it must eliminate the conflict or resign.

                           DESCRIPTION OF GUARANTEES

   Certain of the direct and indirect wholly-owned subsidiaries of Radio One
may guarantee the obligations of Radio One relating to its debt securities
issued under this prospectus.

   The specific terms and provisions of each guarantee, including any
provisions relating to the subordination of any guarantee, will be described in
the applicable prospectus supplement. The obligations of each guarantor under
its guarantee will be limited as necessary to seek to prevent that guarantee
from constituting a fraudulent conveyance or fraudulent transfer under
applicable federal or state law.

                                      49



                 DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES

General

   The junior subordinated debentures will be issued from time to time in one
or more series under a junior subordinated debenture indenture, as
supplemented, between Radio One and Wilmington Trust Company, as the debenture
trustee or another junior subordinated debenture trustee named in a prospectus
supplement. The junior subordinated debenture indenture will be qualified under
the Trust Indenture Act, and will be subject to, and governed by, the Trust
Indenture Act and is included as an exhibit to the registration statement of
which this prospectus is a part. This summary of certain terms and provisions
of the junior subordinated debentures and the junior subordinated debenture
indenture does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, all of the provisions of such junior
subordinated debentures and the junior subordinated debenture indenture,
including the definitions therein of certain terms, and those terms made a part
of the junior subordinated debenture indenture by the Trust Indenture Act.

   The prospectus supplement will describe the specific terms of each series of
junior subordinated debentures offered thereby, including:

    .  the specific title and designation, aggregate principal amount,
       including any limit on the principal amount, purchase price and
       denominations of those junior subordinated debentures;

    .  the date or dates on which the junior subordinated debentures will
       mature, the principal of those junior subordinated debentures is payable
       or the method of determining the same, if applicable;

    .  the rate or rates, which may be fixed or variable, at which those junior
       subordinated debentures will bear interest, if any, or the method of
       determining the same, if applicable;

    .  whether the interest on those junior subordinated debentures will be
       paid in the form of additional junior subordinated debentures and if so,
       the terms and provisions for the payment of those additional junior
       subordinated debentures, including the method for calculating the amount
       of additional junior subordinated debentures so payable;

    .  the date or dates from which interest, if any, shall accrue or the
       method of determining the same, if applicable, the interest payment
       dates, if any, on which interest will be payable or the manner of
       determining the same, if applicable, and the record dates for the
       determination of holders to whom interest is payable on those junior
       subordinated debentures;

    .  the duration of the maximum consecutive period that Radio One may elect
       to defer payments of interest on those junior subordinated debentures;

    .  the terms of any mandatory or optional redemption, including any
       provisions for any sinking, purchase or other similar funds, or
       repayment or purchase options;

    .  if other than U.S. dollars, the currency, currencies or currency units
       in which the principal of and premium and interest, if any, on the
       junior subordinated debentures of the series may be denominated or
       payable;

    .  if the currency, currencies or currency units for which the junior
       subordinated debentures may be purchased or in which the principal, any
       premium and any interest may be payable is at Radio One's election or
       the purchaser's election, the manner in which the election may be made;

    .  if the amount of payments on the junior subordinated debentures is
       determined by an index or indices based on one or more currencies or
       currency units, changes in the price of one or more securities or
       changes in the price of one more commodities, the manner in which the
       amounts may be determined;

    .  the extent to which any of the junior subordinated debentures will be
       issuable in a temporary or permanent global form, or the manner in which
       any interest payable on a temporary or permanent global security will be
       paid, including, in any such case, the respective depositaries for the
       temporary or permanent global securities and the form of any legend or
       legends which will be borne by any global security, if applicable;

                                      50



    .  the appointment of any paying agent or agents for the junior
       subordinated debentures of the series;

    .  whether those junior subordinated debentures are convertible into or
       exchangeable for class D common stock, preferred stock, indebtedness, or
       other securities or rights of Radio One or other issuers, or a
       combination of the foregoing and, if so, the applicable conversion or
       exchange terms and conditions;

    .  information with respect to book-entry procedures, if any;

    .  a discussion of the United States federal income tax, accounting and
       other special considerations, procedures and limitations with respect to
       the junior subordinated debentures; and

    .  any other specific terms pertaining to those junior subordinated
       debentures, whether in addition to, or by modification or deletion of,
       the terms described herein.

Ranking

   Unless otherwise stated in the applicable prospectus supplement, each series
of junior subordinated debentures will rank equally with all other series of
junior subordinated debentures to be issued by Radio One and sold to other
trusts or other entities to be established by Radio One that are similar to the
Radio One Trusts and will be unsecured and will rank subordinate and junior in
right of payment, to the extent and in the manner set forth in the junior
subordinated debenture indenture, to all senior indebtedness of Radio One as
defined in the junior subordinated debenture indenture. The junior subordinated
debenture indenture will not limit the amount of secured or unsecured debt,
including senior indebtedness, that may be incurred by Radio One or its
subsidiaries. See "Subordination."

Form, Registration and Transfer

   The junior subordinated debentures will be issued in fully registered form.
Until any dissolution of the applicable Radio One Trust, the junior
subordinated debentures will be held in the name of the property trustee in
trust for the benefit of the holders of the related trust securities. If the
junior subordinated debentures are distributed to the holders of the related
trust securities, the junior subordinated debentures will be issued to such
holders in the same form as the trust securities were held. Accordingly, any
depositary arrangements for such junior subordinated debentures are expected to
be substantially similar to those in effect for the trust preferred securities.
See "Description of Trust Preferred Securities--Global Trust Preferred
Securities."

Payment and Paying Agents

   Unless otherwise indicated in the applicable prospectus supplement, payment
of principal of and premium and interest, if any, on the junior subordinated
debentures will be made at the office of the debenture trustee in Wilmington,
Delaware, or at the office of such paying agent or paying agents as Radio One
may designate from time to time, except that at the option of Radio One payment
of any interest may be made, except in the case of a global security
representing junior subordinated debentures, by:

    1. check mailed to the address of the person entitled thereto as such
       address shall appear in the applicable securities register for junior
       subordinated debentures; or

    2. transfer to an account maintained by the person entitled thereto as
       specified in such securities register, provided that proper transfer
       instructions have been received by the relevant record date.

   Payment of any interest on any junior subordinated debenture will be made to
the person in whose name such junior subordinated debenture is registered at
the close of business on the record date for such interest, except in the case
of defaulted interest. Radio One may at any time designate additional paying
agents or rescind the designation of any paying agent; provided, however, Radio
One will at all times be required to maintain a paying agent in each place of
payment for the junior subordinated debentures.

                                      51



   Any moneys deposited with the debenture trustee or any paying agent, or then
held by Radio One in trust, for the payment of the principal of or premium or
interest, if any, on any junior subordinated debentures and remaining unclaimed
for two years after such principal or premium or interest, if any, has become
due and payable shall, at the request of Radio One, be repaid to Radio One and
the holder of such junior subordinated debentures shall thereafter look, as a
general unsecured creditor, only to Radio One for payment thereof.

Option to Extend Interest Payment Date

   So long as no debenture event of default has occurred and is continuing,
Radio One will have the right under the junior subordinated debenture indenture
to defer the payment of interest, if any, on the junior subordinated debentures
at any time or from time to time up to the maximum period specified in the
applicable prospectus supplement for the deferral of interest. Each of these
deferral periods is referred to in this prospectus as an extension period. An
extension period must end on an interest payment date and may not extend beyond
the stated maturity of such junior subordinated debentures. At the end of an
extension period, Radio One must pay all interest then accrued and unpaid,
together with interest on the accrued and unpaid interest, to the extent
permitted by applicable law. During an extension period, interest will continue
to accrue on the junior subordinated debentures, compounded on the same
periodic basis upon which interest otherwise accrues and deferred interest
payments will accrue additional interest. No interest will be due and payable
on the junior subordinated debentures until the end of the extension period
except upon a redemption of the junior subordinated debentures during an
extension period. Holders of junior subordinated debentures and holders of the
related trust securities that are outstanding may be required to accrue such
deferred interest income for United States federal income tax purposes prior to
the receipt of cash attributable to such income, regardless of the method of
accounting used by the holders.

   Prior to the termination of any extension period, Radio One may extend such
extension period, provided that such extension does not:

    .  cause such extension period to exceed the maximum extension period;

    .  end on a date other than an interest payment date; or

    .  extend beyond the stated maturity of the related junior subordinated
       debentures.

   Upon the termination of any extension period, or any extension of the
related extension period, and the payment of all amounts then due, Radio One
may begin a new extension period, subject to the limitations described above.
No interest shall be due and payable during an extension period except at the
end thereof. Radio One must give the debenture trustee notice of its election
to begin or extend an extension period at least five business days prior to the
earlier of:

    .  the date cash distributions on the related trust securities would have
       been payable except for the election to begin or extend such extension
       period; or

    .  the date the applicable Radio One Trust is required to give notice to
       any securities exchange or to holders of its trust preferred securities
       of the record date or the date cash distributions are payable, but in
       any event not less than five business days prior to such record date.

   The debenture trustee shall give notice of Radio One's election to begin or
extend an extension period to the holders of the trust preferred securities.
Subject to the foregoing limitations, there is no limitation on the number of
times that Radio One may begin or extend an extension period.

Restrictions on Certain Payments

   Radio One will covenant that if at any time:

    1. there shall have occurred any event of which Radio One has actual
       knowledge that is, or with the giving of notice or the lapse of time, or
       both, would be, a debenture event of default;

                                      52



    2. Radio One shall be in default with respect to any of its payment
       obligations under the preferred securities guarantee; or

    3. Radio One shall have given notice of its election to exercise its right
       to begin or extend an extension period as provided in the junior
       subordinated debenture indenture and shall not have rescinded such
       notice, and such extension period, or any extension thereof, shall have
       commenced and be continuing,

then it will not:

    .  declare or pay any dividends or distributions on, or redeem, purchase,
       acquire or make a liquidation payment with respect to, any of Radio
       One's capital stock; or

    .  make any payment of principal of or premium or interest, if any, on or
       repay, repurchase or redeem any debt securities of Radio One, including
       other junior subordinated debentures, that rank equally with or junior
       in right of payment to the junior subordinated debentures; or

    .  make any guarantee payments with respect to any guarantee by Radio One
       of the debt securities of any subsidiary of Radio One, including under
       any guarantees to be issued by Radio One with respect to securities of
       other Radio One trusts or entities to be established by Radio One
       similar to the Radio One Trusts, if such guarantee ranks equally with or
       junior in right of payment to the junior subordinated debentures

other than:

    .  dividends, redemptions, purchases, acquisitions, distributions or
       payments made by Radio One by way of issuance of shares of, or options,
       warrants or rights to subscribe for, its class A or class D common stock;

    .  any declaration of a dividend in connection with the implementation of a
       stockholders' rights plan, or the issuance of stock under any such plan
       in the future, or the redemption or repurchase of any such rights
       pursuant thereto;

    .  payments under the preferred securities guarantee;

    .  as a result of reclassification of Radio One's capital stock or the
       exchange or conversion of one class or series of Radio One's capital
       stock for another class or series of Radio One's capital stock;

    .  the purchase of fractional interests in shares of Radio One's capital
       stock pursuant to the conversion or exchange provisions of such capital
       stock or the security being converted or exchanged; and

    .  purchases of class A or class D common stock related to the issuance of
       class A or class D common stock or rights under any of Radio One's
       benefit plans for its directors, officers or employees or any of Radio
       One's dividend reinvestment or stockholder stock purchase plans.

   So long as the trust securities remain outstanding, Radio One also will
covenant:

    .  to maintain 100% direct or indirect ownership of the related trust
       common securities, provided that any permitted successor of Radio One
       under the junior subordinated debenture indenture may succeed to Radio
       One's ownership of such trust common securities;

    .  to use its best efforts to cause each Radio One Trust:

       .  to remain a business trust, except in connection with the
          distribution of junior subordinated debentures to the holders of
          related trust securities in liquidation of such Radio One Trust, the
          conversion, exchange or redemption of all of such trust securities,
          or certain mergers, consolidations or amalgamations, each as
          permitted by the trust agreement;

                                      53



       .  to otherwise continue to be classified as a grantor trust for United
          States federal income tax purposes;

       .  to use its reasonable best efforts to cause each holder of its trust
          securities to be treated as owning an undivided beneficial interest
          in the related junior subordinated debentures; and

       .  not to cause, as sponsor of the Radio One Trusts, or to permit, as
          the trust common securities holder, the dissolution, liquidation or
          winding-up of any Radio One Trust, except as provided in the trust
          agreement.

Modification of Junior Subordinated Debenture Indenture

   From time to time, Radio One and the debenture trustee may, without the
consent of the holders of the junior subordinated debentures, amend, waive or
supplement the junior subordinated debenture indenture for specified purposes,
including, among other things, curing ambiguities or adding provisions,
provided that any such action does not adversely affect the interests of the
holders of the junior subordinated debentures in any material respect, and
maintaining the qualification of the junior subordinated debenture indenture
under the Trust Indenture Act. The junior subordinated debenture indenture will
permit Radio One and the debenture trustee, with the consent of the holders of
a majority in principal amount of all outstanding junior subordinated
debentures affected thereby, to modify the junior subordinated debenture
indenture in a manner affecting the rights of the holders of junior
subordinated debentures; provided, however, that no such modification may,
without the consent of the holder of each outstanding junior subordinated
debenture so affected:

    .  change the stated maturity or reduce the principal amount of any such
       junior subordinated debentures;

    .  change the interest rate, or the manner of calculation of the interest
       rate, or extend the time of payment of interest on any such junior
       subordinated debentures except pursuant to Radio One's right under the
       junior subordinated debenture indenture to defer the payment of interest
       as provided therein (see "--Option to Extend Interest Payment Date");

    .  change any of the conversion, exchange or redemption provisions
       applicable to any such junior subordinated debentures;

    .  change the currency in respect of which payments of principal of or any
       premium or interest on any such junior subordinated debentures are to be
       made;

    .  change the right of holders of trust securities to bring a direct action
       in respect of any required payments or conversion or exchange rights;

    .  impair or affect the right of any holder of any such junior subordinated
       debentures to institute suit for the payment of the principal thereof or
       premium or interest, if any, thereon or for the conversion or exchange
       of any such junior subordinated debentures in accordance with their
       terms;

    .  change the subordination provisions adversely to the holders of the
       junior subordinated debentures; or

    .  reduce the percentage of principal amount of junior subordinated
       debentures the holders of which are required to consent to any such
       modification of the junior subordinated debenture indenture.

Debenture Events of Default

   The following described events with respect to any series of junior
subordinated debentures will constitute a debenture event of default, whatever
the reason for such debenture event of default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body, unless such event is specifically deleted
or modified in or pursuant to the supplemental indenture, board resolution or
officer's certificate establishing the terms of such series pursuant to the
junior subordinated debenture indenture:

                                      54



    1. failure for 30 days to pay any interest on that series of junior
       subordinated debentures when due, subject to any permitted deferral
       thereof; provided that, during any extension period for such series of
       junior subordinated debentures, failure to pay interest on such series
       of junior subordinated debentures shall not constitute a debenture event
       of default; or

    2. failure to pay any principal of or premium, if any, on that series of
       junior subordinated debentures when due, whether at maturity, upon any
       redemption, by declaration of acceleration of maturity or otherwise; or

    3. if applicable, failure by Radio One to deliver the required securities
       or other rights upon an appropriate conversion or exchange election by
       holders of that series of junior subordinated debentures or the related
       trust preferred securities; or

    4. failure to observe or perform any other agreement or covenant contained
       in the junior subordinated debenture indenture in respect of that series
       of junior subordinated debentures for 90 days after written notice to
       Radio One from the debenture trustee or, if that series of junior
       subordinated debentures is held by a Radio One Trust, from the holders
       of at least 25% in aggregate liquidation amount of that series of the
       outstanding trust preferred securities; or

    5. certain events in bankruptcy, insolvency or reorganization of Radio One.

   The holders of a majority in aggregate outstanding principal amount of the
junior subordinated debentures of any series have, subject to certain
exceptions, the right to direct the time, method and place of conducting any
proceeding for any remedy available to the debenture trustee in respect of such
junior subordinated debentures. The debenture trustee or the holders of at
least 25% in aggregate outstanding principal amount of the junior subordinated
debentures of any series may declare the principal of and any accrued interest
on such junior subordinated debentures due and payable immediately upon a
debenture event of default, other than a debenture event of default referred to
in paragraph (5) above, which shall result in the immediate acceleration of the
junior subordinated debentures. The holders of a majority in aggregate
outstanding principal amount of the junior subordinated debentures of any
series may annul such declaration and waive the default in respect of such
junior subordinated debentures if the default, other than the non-payment of
the principal and interest of the junior subordinated debentures which has
become due solely by such acceleration, has been cured and a sum sufficient to
pay all matured installments of interest and premium, if any, and principal due
otherwise than by acceleration has been deposited with the debenture trustee.

   The holders of a majority in aggregate outstanding principal amount of the
junior subordinated debentures of any series may, on behalf of the holders of
all of the junior subordinated debentures of such series, waive any past
default except:

    .  a default in the payment of the principal of or premium or interest, if
       any, on the junior subordinated debentures, unless such default has been
       cured and a sum sufficient to pay all matured installments of interest
       and premium, if any, and principal due otherwise than by acceleration
       has been deposited with the debenture trustee; or

    .  a default in respect of a covenant or provision which under the junior
       subordinated debenture indenture cannot be modified or amended without
       the consent of the holder of each outstanding junior subordinated
       debenture of such series.

Enforcement of Certain Rights by Holders of Trust Preferred Securities

   To the extent any action under the junior subordinated debenture indenture
is entitled to be taken by the holders of at least a specified percentage of
junior subordinated debentures, holders of the corresponding trust preferred
securities may take such action if such action is not taken by the property
trustee of the related Radio One Trust. Notwithstanding the foregoing, if a
debenture event of default has occurred and is continuing and is attributable
either to:

    .  the failure of Radio One to pay the principal of or premium or interest,
       if any, on the junior subordinated debentures on the due date; or

                                      55



    .  the failure by Radio One to deliver the required securities or other
       rights upon an appropriate conversion or exchange right election,

a holder of the related trust preferred securities may institute a legal
proceeding directly against Radio One for enforcement of payment to such holder
of the principal of or premium or interest, if any, on such junior subordinated
debentures having a principal amount equal to the liquidation amount of the
trust preferred securities held by such holder or for enforcement of such
conversion or exchange rights, as the case may be, which is referred to as a
direct action. Radio One may not amend the junior subordinated debenture
indenture to remove the foregoing right to bring a direct action without the
prior written consent of the holders of all of the trust preferred securities
outstanding. If the right to bring a direct action is removed, the applicable
Radio One Trust may become subject to the reporting obligations under the
Exchange Act. Notwithstanding any payments made to a holder of trust preferred
securities by Radio One in connection with a direct action, Radio One shall
remain obligated to pay the principal of and premium and interest, if any, on
the related junior subordinated debentures, and Radio One shall be subrogated
to the rights of the holder of such trust preferred securities with respect to
payments on the trust preferred securities to the extent of any payments made
by Radio One to such holder in any direct action.

   The holders of the trust preferred securities will not be able to exercise
directly any remedies, other than those set forth in the preceding paragraph,
available to the holders of the related junior subordinated debentures unless
an event of default has occurred and is continuing under the applicable trust
agreement. See "Description of Trust Preferred Securities--Events of Default;
Notice."

Consolidation, Merger, Sale of Assets and Other Transactions

   Radio One shall not consolidate with or merge into any other person or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any person, and no person shall consolidate
with or merge into Radio One or convey, transfer or lease its properties and
assets as an entirety or substantially as an entirety to Radio One, unless:

    .  in case Radio One consolidates with or merges into another person or
       conveys or transfers its properties and assets as an entirety or
       substantially as an entirety to any person, the successor person is
       organized under the laws of the United States or any State or the
       District of Columbia, and such successor person expressly assumes Radio
       One's obligations under the junior subordinated debentures and the
       preferred securities guarantee;

    .  immediately after giving effect thereto, no debenture event of default,
       and no event which, after notice or lapse of time or both, would become
       a debenture event of default, shall have occurred and be continuing; and

    .  certain other conditions as prescribed in the junior subordinated
       debenture indenture are met.

Satisfaction and Discharge

   The junior subordinated debenture indenture will cease to be of further
effect, except as to Radio One's obligations to pay all other sums due pursuant
to the junior subordinated debenture indenture and to provide the required
officers' certificates and opinions of counsel, and Radio One will be deemed to
have satisfied and discharged the junior subordinated debenture indenture,
when, among other things, all junior subordinated debentures not previously
delivered to the debenture trustee for cancellation:

    .  have become due and payable;

    .  will become due and payable at maturity or upon redemption within one
       year; or

                                      56



    .  if redeemable at the option of Radio One, are to be called for
       redemption within one year under arrangements satisfactory to the
       debenture trustee for the giving of notice of redemption by the
       debenture trustee in the name, and at the expense, of Radio One;

and Radio One deposits or causes to be deposited with the debenture trustee
funds, in trust, for the purpose and in an amount sufficient to pay and
discharge the entire indebtedness on the junior subordinated debentures not
previously delivered to the debenture trustee for cancellation, for the
principal, and premium and interest, if any, to the date of the deposit or to
the stated maturity thereof, as the case may be.

Subordination

   The junior subordinated debentures will rank subordinate and junior in right
of payment to all senior indebtedness to the extent provided in the junior
subordinated debenture indenture. Upon any payment or distribution of assets to
creditors upon any liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors, marshaling of assets or any
bankruptcy, insolvency, debt restructuring or similar proceedings in connection
with any insolvency or bankruptcy proceeding of Radio One, the holders of
senior indebtedness will first be entitled to receive payment in full of such
senior indebtedness before the holders of junior subordinated debentures will
be entitled to receive or retain any payment in respect thereof.

   In the event of the acceleration of the maturity of junior subordinated
debentures, the holders of all senior indebtedness outstanding at the time of
such acceleration will first be entitled to receive payment in full of such
senior indebtedness before the holders of junior subordinated debentures will
be entitled to receive or retain any payment in respect of the junior
subordinated debentures.

   No payments on account of principal or premium or interest, if any, in
respect of the junior subordinated debentures may be made if there shall have
occurred and be continuing a default in any payment with respect to senior
indebtedness, or an event of default with respect to any senior indebtedness
resulting in the acceleration of the maturity thereof, or if any judicial
proceeding shall be pending with respect to any such default.

   Indebtedness, under the junior subordinated debentures indenture, shall mean:

    1. every obligation of Radio One for money borrowed;

    2. every obligation of Radio One evidenced by bonds, debentures, notes or
       other similar instruments, including obligations incurred in connection
       with the acquisition of property, assets or businesses;

    3. every reimbursement obligation of Radio One with respect to letters of
       credit, banker's acceptances or similar facilities issued for the
       account of Radio One;

    4. every obligation of Radio One issued or assumed as the deferred purchase
       price of property or services, excluding trade accounts payable or
       accrued liabilities arising in the ordinary course of business;

    5. every capital lease obligation of Radio One which generally accepted
       accounting principles require to be classified and accounted for as a
       capital lease on Radio One's balance sheet;

    6. all indebtedness of Radio One, whether incurred on or prior to the date
       of the junior subordinated debenture indenture or thereafter incurred,
       for claims in respect of derivative products, including interest rate,
       foreign exchange rate and commodity forward contracts, options and swaps
       and similar arrangements;

    7. letters of credit, performance bonds and similar obligations issued in
       favor of governmental or licensing authorities as a term of a
       governmental franchise, license, permit or authorization held by such
       entity or any of its subsidiaries;

                                      57



    8. every obligation of the type referred to in paragraphs (1) through (7)
       of another person and all dividends of another person the payment of
       which, in either case, Radio One has guaranteed or is responsible or
       liable for, directly or indirectly, as obligor or otherwise; and

    9. obligations of the type referred to in paragraphs (1) through (8) of
       another person secured by any lien on any property or asset of Radio
       One, whether or not such obligation is assumed by Radio One; and all
       deferrals, renewals, extensions and refundings of, and amendments,
       modifications and supplements to, any of the foregoing obligations.

   Indebtedness ranking on a parity with the junior subordinated debentures
shall mean:

    1. Indebtedness, whether outstanding on the date of execution of the junior
       subordinated debenture indenture or thereafter created, assumed or
       incurred, to the extent such Indebtedness specifically by its terms
       ranks equally with and not prior to the junior subordinated debentures
       in the right of payment upon the happening of the dissolution,
       winding-up, liquidation or reorganization of Radio One; and

    2. all other debt securities, and guarantees in respect of those debt
       securities, issued to any other trust, or a trustee of such trust,
       partnership or other entity affiliated with Radio One that is a
       financing vehicle of Radio One, which is referred to as a financing
       entity, in connection with the issuance by such financing entity of
       equity securities or other securities guaranteed by Radio One pursuant
       to an instrument that ranks equally with or junior in right of payment
       to the preferred securities guarantee.  The securing of any Indebtedness
       otherwise constituting indebtedness ranking on a parity with the junior
       subordinated debentures shall not prevent such Indebtedness from
       constituting indebtedness ranking on a parity with the junior
       subordinated debentures.

   Indebtedness ranking junior to the junior subordinated debentures shall mean
any Indebtedness, whether outstanding on the date of execution of the junior
subordinated debenture indenture or thereafter created, assumed or incurred, to
the extent such Indebtedness by its terms ranks junior to and not equally with
or prior to:

    .  the junior subordinated debentures; and

    .  any other Indebtedness ranking equally with the junior subordinated
       debentures in right of payment upon the happening of the dissolution,
       winding-up, liquidation or reorganization of Radio One.

   The securing of any Indebtedness otherwise constituting indebtedness ranking
junior to the junior subordinated debentures shall not be deemed to prevent
such Indebtedness from constituting Indebtedness ranking junior to the junior
subordinated debentures.

   Senior indebtedness shall mean all Indebtedness, whether outstanding on the
date of execution of the junior subordinated debenture indenture or thereafter
created, assumed or incurred, except indebtedness ranking on a parity with the
junior subordinated debentures or indebtedness ranking junior to the junior
subordinated debentures.

Governing Law

   The junior subordinated debenture indenture and the junior subordinated
debentures will be governed by and construed in accordance with the laws of the
State of Delaware.

Information Concerning the Debenture Trustee

   The debenture trustee shall be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to the foregoing, the debenture trustee will not be
under any obligation to exercise any of the powers vested in it by the junior
subordinated debenture indenture at the request of any holder of junior
subordinated debentures, unless offered reasonable indemnity by such holder
against the costs, expenses and liabilities which might be incurred thereby.
The debenture trustee will not be required to expend or risk its own funds or
otherwise incur personal financial liability in the performance of its duties
if the debenture trustee reasonably believes that repayment or adequate
indemnity is not reasonably assured to it.

                                      58



                   DESCRIPTION OF TRUST PREFERRED SECURITIES

   The trust preferred securities will be issued by a Radio One Trust under a
trust agreement of such Radio One Trust and will represent preferred beneficial
interests in the assets of such Radio One Trust. The holders of such beneficial
interests will be entitled to a preference over the trust common securities of
such Radio One Trust with respect to the payment of distributions and amounts
payable on redemption of the trust preferred securities or the liquidation of
such Radio One Trust under the circumstances described under "Subordination of
Trust Common Securities." The trust agreement will be qualified under the Trust
Indenture Act and will be subject to, and governed by, the Trust Indenture Act.
This summary of certain terms and provisions of the trust preferred securities
and the trust agreement does not purport to be complete and is subject to, and
is qualified in its entirety by reference to, all of the provisions of the
trust preferred securities and such trust agreement, including the definitions
therein of certain terms, and those made a part of such trust agreement by the
Trust Indenture Act.

   Reference is made to the applicable prospectus supplement for a description
of the specific terms of the trust preferred securities offered thereby,
including:

    .  the particular Radio One Trust issuing such trust preferred securities;

    .  the specific designation, number and purchase price of such trust
       preferred securities;

    .  the annual distribution rate, or method of calculation of the
       distribution rate, for such trust preferred securities and, if
       applicable, the dates from which and upon which such distributions shall
       accumulate and be payable and the record dates therefor, and the maximum
       extension period for which such distributions may be deferred;

    .  the liquidation amount per trust preferred security which shall be paid
       out of the assets of such Radio One Trust to the holders thereof upon
       voluntary or involuntary dissolution, winding-up and liquidation of such
       Radio One Trust;

    .  the obligation or right, if any, of such Radio One Trust to purchase or
       redeem its trust preferred securities and the price or prices at which,
       the date or dates on which or period or periods within which and the
       terms and conditions upon which, such trust preferred securities shall
       or may be purchased or redeemed, in whole or in part, pursuant to such
       obligation or right;

    .  the terms and conditions, if any, upon which such trust preferred
       securities may be converted or exchanged, in addition to the
       circumstances described herein, into other securities or rights, or a
       combination of the foregoing, including the name of the issuer of such
       securities or rights, the initial conversion or exchange price or rate
       per trust preferred security and the date or dates on which or period or
       periods within which such conversion or exchange may be effected;

    .  the voting rights, if any, of such trust preferred securities issued by
       the Radio One Trust in addition to those required by law, including the
       number of votes per trust preferred security and any requirement for the
       approval by the holders of such trust preferred securities, or of trust
       preferred securities issued by one or more Radio One Trusts, or of both,
       as a condition to specified actions or amendments to the trust agreement
       of the Radio One Trust;

    .  if applicable, any securities exchange upon which such trust preferred
       securities shall be listed;

    .  whether such trust preferred securities are issuable in book-entry form
       only and, if so, the identity of the depositary and disclosure relating
       to the depositary arrangements; and

    .  any other rights, preferences, privileges, limitations or restrictions
       of such trust preferred securities consistent with the trust agreement
       or with law which may differ from those described in this prospectus,
       whether in addition to, or by modification or deletion of, the terms
       described herein.

                                      59



   Certain material United States federal income tax considerations applicable
to any offering of trust preferred securities will also be described in the
applicable prospectus supplement.

General

   The trust preferred securities of a Radio One Trust will rank equally, and
payments will be made thereon pro rata, with the trust common securities of
that Radio One Trust except as described under --"Subordination of Trust Common
Securities." The proceeds from the sale of trust preferred securities and trust
common securities by a Radio One Trust will be used by such Radio One Trust to
purchase an aggregate principal amount of junior subordinated debentures or
other debt securities of Radio One equal to the aggregate liquidation amount of
such trust preferred securities and trust common securities. Legal title to
such junior subordinated debentures will be held by the property trustee of the
Radio One Trust for the benefit of the Radio One Trust and the holders of the
related trust securities. In addition, Radio One will execute a preferred
securities guarantee for the benefit of the holders of the related trust
preferred securities. The preferred securities guarantee will not guarantee
payment of distributions or amounts payable on redemption of the trust
preferred securities or liquidation of a Radio One Trust when such Radio One
Trust does not have funds legally available for the payment thereof. See
"Description of Preferred Securities Guarantees."

   The revenue of a Radio One Trust available for distribution to holders of
its trust preferred securities will be limited to payments received under the
related junior subordinated debentures which such Radio One Trust purchased
with the proceeds from the sale of its trust securities. If Radio One fails to
make a required payment in respect of such junior subordinated debentures, the
applicable Radio One Trust will not have sufficient funds to make the related
payments, including distributions, in respect of its trust preferred
securities. Each of the Radio One Trusts is a separate legal entity, and the
assets of one are not available to satisfy the obligations of the other.

Deferral of Distributions

   So long as no debenture event of default has occurred and is continuing,
Radio One will have the right to defer the payment of interest on the junior
subordinated debentures at any time or from time to time for up to the maximum
extension period specified in the applicable prospectus supplement, provided
that an extension period must end on an interest payment date and may not
extend beyond the stated maturity of such junior subordinated debentures. If
Radio One elects to exercise such right, distributions on the related trust
preferred securities will be deferred during any such extension period.
Distributions to which holders of the trust preferred securities are entitled
during any extension period will continue to accumulate additional
distributions thereon. Radio One has no current intention to exercise its right
to defer payments of interest on the junior subordinated debentures Radio One
may issue and, accordingly, distributions on the related trust preferred
securities.

Redemption

   Upon the repayment at the stated maturity or redemption, in whole or in
part, prior to the stated maturity of the junior subordinated debentures, the
proceeds from such repayment or redemption shall be applied by the property
trustee to redeem an aggregate liquidation amount of the related trust
securities equal to the aggregate principal amount of such junior subordinated
debentures so repaid or redeemed, upon not less than 30 nor more than 60 days
prior written notice, at a redemption price equal to such aggregate liquidation
amount plus accumulated distributions to the redemption date. Any redemption of
trust securities shall be made and the applicable redemption price shall be
payable on the redemption date only to the extent that the applicable Radio One
Trust has funds legally available for the payment thereof. See "--Subordination
of Trust Common Securities."

   If less than all of the junior subordinated debentures are to be redeemed
prior to the stated maturity thereof, then the proceeds of such redemption
shall be used to redeem the related trust securities on a pro rata basis among
the trust preferred securities and the trust common securities of the
applicable Radio One Trust except as described under "--Subordination of Trust
Common Securities." If less than all of the trust preferred securities held in
book-entry form, if any, are to be redeemed, such trust preferred securities
will be redeemed in accordance with the procedures of The Depository Trust
Company. See "--Global Trust Preferred Securities."

                                      60



Redemption Procedures

   If a Radio One Trust gives a notice of redemption in respect of its trust
preferred securities, then, by 12:00 noon, New York City time, on the
redemption date, to the extent funds are legally available,

    .  with respect to trust preferred securities held by The Depository Trust
       Company or its nominee, the property trustee will deposit, or cause the
       paying agent to deposit, irrevocably with The Depository Trust Company
       funds sufficient to pay the applicable redemption price, and

    .  with respect to trust preferred securities held in certificated form,
       the property trustee will pay the applicable redemption price to the
       holders thereof.

   If notice of redemption shall have been given and funds irrevocably
deposited as required, then, upon the date of such deposit, all rights of the
holders of the trust preferred securities called for redemption will cease,
except the right of such holders to receive the applicable redemption price,
but without interest thereon, and such trust preferred securities will cease to
be outstanding. In the event that any redemption date is not a business day,
then the applicable redemption price payable on that date will be paid on the
next succeeding day that is a business day, without any interest or other
payment in respect of any delay, with the same force and effect as if made on
that date. In the event that payment of the applicable redemption price is
improperly withheld or refused and not paid either by the applicable Radio One
Trust or by Radio One pursuant to the preferred securities guarantee as
described under "Description of Preferred Securities Guarantees,"

    .  distributions on the related trust preferred securities will continue to
       accumulate from the redemption date originally established by such Radio
       One Trust to the date such applicable redemption price is actually paid;
       and

    .  the actual payment date will be the redemption date for purposes of
       calculating the applicable redemption price.

   Subject to applicable law, including, without limitation, United States
federal securities law, Radio One or its subsidiaries may at any time and from
time to time purchase outstanding trust preferred securities by tender, in the
open market or by private agreement.

Liquidation of a Radio One Trust and Distribution of Junior Subordinated
Debentures

   Radio One will have the right at any time to dissolve a Radio One Trust and
cause the related junior subordinated debentures to be distributed to the
holders of the trust securities of such Radio One Trust in liquidation of such
Radio One Trust after satisfaction, or reasonable provision for satisfaction,
of liabilities to creditors of such Radio One Trust as required by applicable
law. Such right is subject to the administrative trustees of such Radio One
Trust having received an opinion of counsel to the effect that such
distribution will not be a taxable event to holders of the trust preferred
securities of such Radio One Trust.

   The applicable Radio One Trust shall automatically dissolve upon the first
to occur of:

    1. certain events of bankruptcy, dissolution or liquidation of Radio One;

    2. the distribution of the related junior subordinated debentures to the
       holders of the trust securities of such Radio One Trust, if Radio One,
       as sponsor, has given written direction to the property trustee to
       dissolve such Radio One Trust, which direction is optional and, except
       as described above, wholly within the discretion of Radio One, as
       sponsor;

    3. the redemption of all of the trust securities of such Radio One Trust;

    4. expiration of the term of such Radio One Trust; and

    5. the entry of an order for the dissolution of such Radio One Trust by a
       court of competent jurisdiction.

                                      61



   If a dissolution occurs as described in paragraph (1), (2), (4) or (5)
above, the applicable Radio One Trust shall be liquidated by the trustees as
expeditiously as the trustees determine to be possible by distributing, after
satisfaction, or reasonable provision for satisfaction, of liabilities to
creditors of such Radio One Trust as provided by applicable law, to the holders
of the trust securities and the related junior subordinated debentures, unless
such distribution is determined by the property trustee not to be practicable,
in which event such holders will be entitled to receive out of the assets of
such Radio One Trust legally available for distribution to holders, after
satisfaction of liabilities to creditors of such Radio One Trust as provided by
applicable law, distributing an amount equal to the aggregate of the
liquidation amount per trust security specified in the applicable prospectus
supplement plus accumulated distributions thereon to the date of payment. If
the liquidation distribution can be paid only in part because the applicable
Radio One Trust has insufficient assets legally available to pay in full the
aggregate liquidation distribution, then the amounts payable directly by such
Radio One Trust on its trust securities shall be paid on a pro rata basis,
except that if a debenture event of default has occurred and is continuing, the
trust preferred securities of such Radio One Trust shall have a priority over
the trust common securities of such Radio One Trust in respect of such amounts.
See "--Subordination of Trust Common Securities."

   After a date is fixed for any distribution of junior subordinated debentures
to holders of the related trust securities:

    .  such trust securities will no longer be deemed to be outstanding;

    .  each registered global certificate, if any, representing such trust
       securities will be exchanged for a registered global certificate
       representing the junior subordinated debentures to be delivered upon
       such distribution; and

    .  any trust securities in certificated form will be deemed to represent
       junior subordinated debentures having a principal amount equal to the
       liquidation amount of such trust securities, and bearing accrued
       interest in an amount equal to the accumulated distributions on such
       trust securities until such certificates are presented to the
       administrative trustees or their agent for cancellation, whereupon
       Radio One will issue to such holder, and the debenture trustee will
       authenticate, junior subordinated debentures in certificated form.

   There can be no assurance as to the market prices for the trust preferred
securities or the junior subordinated debentures that may be distributed in
exchange for such trust preferred securities if a dissolution and liquidation
of the applicable Radio One Trust were to occur. Accordingly, the trust
preferred securities that an investor may purchase, or the junior subordinated
debentures that the investor may receive on dissolution and liquidation of the
applicable Radio One Trust, may trade at a discount to the price that the
investor paid to purchase such trust preferred securities.

Subordination of Trust Common Securities

   Payment of distributions on, and the applicable redemption price of, trust
securities shall be made pro rata among the trust preferred securities and the
trust common securities of the applicable Radio One Trust based on their
respective liquidation amounts; provided, however, that if on any distribution
date or redemption date a debenture event of default has occurred and is
continuing, no payment of any distribution on, or applicable redemption price
of, any of the trust common securities of the applicable Radio One Trust, and
no other payment on account of the redemption, liquidation or other acquisition
of such trust common securities, shall be made unless payment in full in cash
of all accumulated distributions on all of the outstanding trust preferred
securities of such Radio One Trust for all distribution periods terminating on
or prior thereto, or in the case of payment of the applicable redemption price,
the full amount of such redemption price, shall have been made or provided for,
and all funds available to the property trustee shall first be applied to the
payment in full in cash of all distributions on, or applicable redemption price
of, such trust preferred securities then due and payable.

                                      62



   Upon the occurrence and continuance of an event of default under the trust
agreement, Radio One, as the trust common securities holder of the applicable
Radio One Trust, will be deemed to have waived any right to act with respect to
such event of default until the effect of such event of default shall have been
cured, waived or otherwise eliminated. Until any such event of default has been
so cured, waived or otherwise eliminated, the property trustee shall act solely
on behalf of the holders of the trust preferred securities of such Radio One
Trust and not on behalf of Radio One as the trust common securities holder, and
only the holders of such trust preferred securities will have the right to
direct the property trustee to act on their behalf.

Events of Default; Notice

   The occurrence of a debenture event of default under the junior subordinated
debenture indenture will constitute an event of default under the trust
agreement. Within 90 business days after the occurrence of an event of default
under the trust agreement actually known to the property trustee, the property
trustee shall transmit notice of such event of default to the holders of the
trust preferred securities of the applicable Radio One Trust, the
administrative trustees and Radio One, as sponsor, unless such event of default
shall have been cured or waived.

   For a discussion of the limited circumstances in which holders of trust
preferred securities may bring a direct action against Radio One, see
"Description of Junior Subordinated Debentures--Enforcement of Certain Rights
by Holders of Trust Preferred Securities."

Removal of Trustees

   Unless a debenture event of default has occurred and is continuing, any
trustee may be removed at any time by Radio One as the trust common securities
holder of the applicable Radio One Trust. If a debenture event of default has
occurred and is continuing, the property trustee and the Delaware trustee may
be removed at such time only by the holders of a majority in liquidation amount
of the outstanding trust preferred securities of the applicable Radio One
Trust. In no event will the holders of the trust preferred securities have the
right to vote to appoint, remove or replace the administrative trustees, which
voting rights are vested exclusively in Radio One as the trust common
securities holder. No resignation or removal of a trustee, and no appointment
of a successor trustee, shall be effective until the acceptance of appointment
by the successor trustee in accordance with the provisions of the trust
agreement.

Merger or Consolidation of Trustees

   Any person into which the property trustee, the Delaware trustee or any
administrative trustee that is not a natural person may be merged or converted
or with which it may be consolidated, or any person resulting from any merger,
conversion or consolidation to which such trustee shall be a party, or any
person succeeding to all or substantially all the corporate trust business of
such trustee, shall be the successor of such trustee under the trust agreement,
provided such person shall be otherwise qualified and eligible.

Mergers, Conversions, Consolidations, Amalgamations or Replacements of a Radio
One Trust

   The applicable Radio One Trust may not merge with or into, convert into,
consolidate, amalgamate or be replaced by, or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to any
corporation or other person, except as described below or as otherwise
described under "--Liquidation of a Radio One Trust and Distribution of Junior
Subordinated Debentures." A Radio One Trust may, at the request of Radio One,
as sponsor, with the consent of the administrative trustees but without the
consent of the holders of its trust preferred securities, merge with or into,
convert into, consolidate, amalgamate or be replaced by or convey, transfer or
lease its properties and assets as an entirety or substantially as an entirety
to a trust organized as such under the laws of any State; provided that:

                                      63



    .  such successor entity either:

       .  expressly assumes all of the obligations of such Radio One Trust with
          respect to the trust securities of such Radio One Trust; or

       .  substitutes for the trust securities of such Radio One Trust other
          securities having substantially the same terms as such trust
          securities so long as the successor securities rank the same as such
          trust securities rank in priority with respect to distributions and
          payments upon liquidation, redemption and otherwise;

    .  Radio One expressly appoints a trustee of such successor entity
       possessing the same powers and duties as the property trustee with
       respect to the related junior subordinated debentures;

    .  the successor securities are listed, or any successor securities will be
       listed upon notification of issuance, on each national securities
       exchange or other organization on which the trust securities of such
       Radio One Trust are then listed, if any;

    .  such merger, conversion, consolidation, amalgamation, replacement,
       conveyance, transfer or lease does not cause the trust securities,
       including any successor securities, of such Radio One Trust or the
       related junior subordinated debentures to be downgraded or placed under
       surveillance or review by any nationally recognized statistical rating
       organization;

    .  such merger, conversion, consolidation, amalgamation, replacement,
       conveyance, transfer or lease does not adversely affect the rights,
       preferences and privileges of the holders of the trust securities,
       including any successor securities, of such Radio One Trust in any
       material respect, other than any dilution of such holders' interests in
       the new entity;

    .  such successor entity has a purpose substantially identical to that of
       such Radio One Trust;

    .  prior to such merger, conversion, consolidation, amalgamation,
       replacement, conveyance, transfer or lease, Radio One has received an
       opinion from independent counsel to such Radio One Trust experienced in
       such matters to the effect that:

       .  such merger, conversion, consolidation, amalgamation, replacement,
          conveyance, transfer or lease does not adversely affect the rights,
          preferences and privileges of the holders of the trust securities,
          including any successor securities, of such Radio One Trust in any
          material respect, other than any dilution of such holders' interests
          in the new entity; and

       .  following such merger, conversion, consolidation, amalgamation,
          replacement, conveyance, transfer or lease, neither such Radio One
          Trust nor such successor entity will be required to register as an
          investment company under the Investment Company Act of 1940, as
          amended; and

    .  Radio One or any permitted successor or assignee owns all of the common
       securities of such successor entity and guarantees the obligations of
       such successor entity under the successor securities at least to the
       extent provided by the preferred securities guarantee and the common
       securities guarantee for the benefit of the owner of the common
       securities of such Radio One Trust.

   Notwithstanding the foregoing, such Radio One Trust shall not, except with
the consent of each holder of its trust securities, consolidate, amalgamate,
merge with or into, or be replaced by or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it, if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause such Radio One Trust or
the successor entity not to be classified as a grantor trust for United States
federal income tax purposes.

                                      64



Voting Rights; Amendment of a Trust Agreement

   Except as provided below and under --"Mergers, Conversions, Consolidations,
Amalgamations or Replacements of a Radio One Trust" and "Description of
Preferred Securities Guarantees--Amendments and Assignment" and as otherwise
required by law and the applicable trust agreement, the holders of trust
preferred securities will have no voting rights. The trust agreement may be
amended from time to time by Radio One, the property trustee and the
administrative trustees, without the consent of the holders of the trust
securities of the applicable Radio One Trust:

    .  to cure any ambiguity, correct or supplement any provisions in such
       trust agreement that may be inconsistent with any other provision, or to
       make any other provisions with respect to matters or questions arising
       under such trust agreement, which shall not be inconsistent with the
       other provisions of such trust agreement; or

    .  to modify, eliminate or add to any provisions of such trust agreement to
       such extent as shall be necessary to ensure that such Radio One Trust
       will be classified for United States federal income tax purposes as a
       grantor trust at all times that any of its trust securities are
       outstanding or to ensure that such Radio One Trust will not be required
       to register as an investment company under the Investment Company Act;

provided, however, that in each case, such action shall not adversely affect in
any material respect the interests of the holders of such trust securities.

   A trust agreement may be amended by the trustees and Radio One:

    .  with the consent of holders of a majority in liquidation amount of the
       outstanding trust securities of the applicable Radio One Trust; and

    .  upon receipt by the trustees of an opinion of counsel experienced in
       such matters to the effect that such amendment or the exercise of any
       power granted to the trustees in accordance with such amendment will not
       affect such Radio One Trust's status as a grantor trust for United
       States federal income tax purposes or such Radio One Trust's exemption
       from status as an investment company under the Investment Company Act;

provided, however, that, without the consent of each holder of such trust
securities, such trust agreement may not be amended to:

    .  change the distribution rate or manner of calculation of the
       distribution rate, amount, timing or currency or otherwise adversely
       affect the method of any required payment;

    .  change the purpose of the applicable Radio One Trust;

    .  authorize the issuance of any additional beneficial interests in such
       Radio One Trust;

    .  change the conversion, exchange or redemption provisions;

    .  change the conditions precedent for Radio One to elect to dissolve such
       Radio One Trust and distribute the related junior subordinated
       debentures to the holders of such trust securities;

    .  change the liquidation distribution or other provisions relating to the
       distribution of amounts payable upon the dissolution and liquidation of
       such Radio One Trust;

    .  affect the limited liability of any holder of such trust securities; or

    .  restrict the right of a holder of such trust securities to institute
       suit for the enforcement of any required payment on or after the due
       date therefor or, in the case of redemption, on the redemption date.

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   So long as any junior subordinated debentures are held by the property
trustee, the trustees shall not:

    .  direct the time, method and place of conducting any proceeding for any
       remedy available to such debenture trustee, or execute any trust or
       power conferred on the trustee, with respect to the junior subordinated
       debentures;

    .  waive certain past defaults under the junior subordinated debenture
       indenture;

    .  exercise any right to rescind or annul a declaration of acceleration of
       the maturity of the principal of such junior subordinated debentures; or

    .  consent to any amendment, modification or termination of the junior
       subordinated debenture indenture or such junior subordinated debentures
       where such consent shall be required, without, in each case, obtaining
       the prior approval of the holders of a majority in liquidation amount of
       all outstanding trust preferred securities of the applicable Radio One
       Trust;

provided, however, that where a consent under the junior subordinated debenture
indenture would require the consent of each holder affected thereby, no such
consent shall be given by the property trustee without the prior approval of
each holder of the related trust preferred securities. The trustees shall not
revoke any action previously authorized or approved by a vote of the holders of
trust preferred securities except by subsequent vote of such holders. The
property trustee shall notify each holder of trust preferred securities of any
notice of default with respect to the related junior subordinated debentures.
In addition to obtaining approvals of holders of trust preferred securities
referred to above, prior to taking any of the foregoing actions, the trustees
shall obtain an opinion of counsel experienced in such matters to the effect
that the applicable Radio One Trust will not be classified as an association
taxable as a corporation for United States federal income tax purposes on
account of such action.

   Any required approval of holders of trust preferred securities may be given
at a meeting of such holders convened for such purpose or pursuant to written
consent. The administrative trustees will cause a notice of any meeting at
which holders of trust preferred securities are entitled to vote to be given to
each holder of record of trust preferred securities in the manner set forth in
the applicable trust agreement. Notwithstanding that holders of trust preferred
securities are entitled to vote or consent under any of the circumstances
referred to above, any trust preferred securities that are owned by Radio One
or any affiliate of Radio One shall, for purposes of such vote or consent, be
treated as if they were not outstanding.

Global Trust Preferred Securities

   If specified in the prospectus supplement, trust preferred securities may be
represented by one or more global certificates deposited with, or on behalf of,
The Depository Trust Company, or other depositary identified in such prospectus
supplement, or a nominee thereof, in each case for credit to an account of a
participant in The Depository Trust Company, or other depositary. The identity
of the depositary and the specific terms of the depositary arrangements with
respect to the trust preferred securities to be represented by one or more
global certificates will be described in the prospectus supplement. However,
unless otherwise specified in the prospectus supplement, The Depository Trust
Company will be the depositary and the depositary arrangements described with
respect to the debt securities will apply to such trust preferred securities as
well, except all references to Radio One shall include Radio One Trust and all
references to the applicable indenture will refer to the applicable trust
agreement. See "Description of Other Debt Securities--Global Debt Securities
and Book-Entry System."

Payment and Paying Agent

   Payments in respect of any global certificate representing trust preferred
securities shall be made to Cede & Co. as nominee of The Depository Trust
Company, or other applicable depositary or its nominee, which shall credit the
relevant accounts at The Depository Trust Company or such other depositary on
the applicable payment dates, while payments in respect of trust preferred
securities in certificated form shall be made by check mailed to the address of
the holder entitled thereto as such address shall appear on the register. The
paying agent

                                      66



shall initially be the property trustee and any co-paying agent chosen by the
property trustee and acceptable to the administrative trustees and Radio One.
The paying agent shall be permitted to resign as paying agent upon 30 days'
prior written notice to the property trustee, the administrative trustees and
Radio One. In the event that the property trustee shall no longer be the paying
agent, the administrative trustees shall appoint a successor, which shall be a
bank or trust company acceptable to the administrative trustees and Radio One,
to act as paying agent.

Registrar and Transfer Agent

   The property trustee will act as registrar and transfer agent for the trust
preferred securities. Registration of transfers of trust preferred securities
will be effected without charge by or on behalf of the applicable Radio One
Trust, but upon payment of any tax or other governmental charges that may be
imposed in connection with any transfer or exchange. A Radio One Trust will not
be required to register or cause to be registered the transfer of its trust
preferred securities after they have been converted, exchanged, redeemed or
called for redemption.

Information Concerning the Property Trustee

   The property trustee, other than during the occurrence and continuance of an
event of default under the applicable trust agreement, will undertake to
perform only such duties as are specifically set forth in such trust agreement
and, during the continuance of such event of default, must exercise the same
degree of care and skill as a prudent person would exercise or use in the
conduct of his or her own affairs. Subject to the foregoing, the property
trustee will not be under any obligation to exercise any of the powers vested
in it by such trust agreement at the request of any holder of the related trust
securities unless it is offered reasonable indemnity against the costs,
expenses and liabilities that might be incurred thereby. If no such event of
default has occurred and is continuing and the property trustee is required to
decide between alternative causes of action, construe ambiguous provisions in
such trust agreement or is unsure of the application of any provision of such
trust agreement, and the matter is not one on which holders of trust preferred
securities or trust common securities are entitled under such trust agreement
to vote, then the property trustee shall take such action as is directed by
Radio One and if not so directed, shall take such action as it deems advisable
and in the best interests of the holders of the related trust securities and
will have no liability except for its own bad faith, negligence or willful
misconduct.

Miscellaneous

   The administrative trustees are authorized and directed to conduct the
affairs of and to operate the applicable Radio One Trust in such a way that:

    .  such Radio One Trust will not be deemed to be an investment company
       required to be registered under the Investment Company Act;

    .  such Radio One Trust will be classified as a grantor trust for United
       States federal income tax purposes; and

    .  the related junior subordinated debentures will be treated as
       indebtedness of Radio One for United States federal income tax purposes.

   Radio One and the administrative trustees are authorized to take any action,
not inconsistent with applicable law, the certificate of trust of the
applicable Radio One Trust or the applicable trust agreement, that the
administrative trustees determine in their discretion to be necessary or
desirable for such purposes, as long as such action does not materially
adversely affect the interests of the holders of the related trust securities.

   Holders of trust preferred securities will not have any preemptive or
similar rights.

   A Radio One Trust may not borrow money, issue debt, execute mortgages or
pledge any of its assets.

   Each trust agreement and the related preferred securities will be governed
by and construed in accordance with the laws of the State of Delaware.

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                DESCRIPTION OF PREFERRED SECURITIES GUARANTEES

   A preferred securities guarantee will be executed and delivered by Radio One
concurrently with the issuance by a Radio One Trust of its trust preferred
securities for the benefit of the holders from time to time of such trust
preferred securities and will be held for such holders by Wilmington Trust
Company, as preferred securities guarantee trustee. Each preferred securities
guarantee will be qualified as an indenture under the Trust Indenture Act and
will be subject to, and governed by, the Trust Indenture Act. This summary of
certain terms and provisions of a preferred securities guarantee does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, all of the provisions of such preferred securities guarantee,
including the definitions therein of certain terms, and those made a part of
such preferred securities guarantee by the Trust Indenture Act.

General

   Radio One will irrevocably agree to pay in full, to the extent set forth
herein, the guarantee payments to the holders of the related trust preferred
securities, as and when due, regardless of any defense, right of set-off or
counterclaim that the applicable Radio One Trust may have or assert other than
the defense of payment. The following payments, which are referred to as
guarantee payments, with respect to trust preferred securities, to the extent
not paid by or on behalf of the applicable Radio One Trust, will be subject to
the preferred securities guarantee:

    .  any accumulated distributions required to be paid on such trust
       preferred securities, to the extent that such Radio One Trust has funds
       legally available therefor at such time;

    .  the applicable redemption price with respect to such trust preferred
       securities called for redemption, to the extent that such Radio One
       Trust has funds legally available therefor at such time; or

    .  upon a voluntary or involuntary dissolution and liquidation of such
       Radio One Trust, other than in connection with the distribution of the
       related junior subordinated debentures to holders of such trust
       preferred securities or the redemption of the trust preferred
       securities, the lesser of:

       .  the amounts due upon the dissolution and liquidation of such Radio
          One Trust, to the extent that such Radio One Trust has funds legally
          available therefor at the time; and

       .  the amount of assets of such Radio One Trust remaining available for
          distribution to holders of its trust preferred securities after
          satisfaction of liabilities to creditors of such Radio One Trust as
          required by applicable law.

   Radio One's obligation to make a guarantee payment may be satisfied by
direct payment of the required amounts by Radio One to the holders of the trust
preferred securities entitled thereto or by causing the applicable Radio One
Trust to pay such amounts to such holders.

   Radio One will, through the preferred securities guarantee, the trust
agreement, the related junior subordinated debentures and the junior
subordinated debenture indenture, taken together, fully, irrevocably and
unconditionally guarantee all of the applicable Radio One Trust's obligations
under its trust preferred securities. No single document standing alone or
operating in conjunction with fewer than all of the other documents constitutes
such guarantee. It is only the combined operation of these documents that has
the effect of providing a full, irrevocable and unconditional guarantee of a
Radio One Trust's obligations under its trust preferred securities.

Ranking

   Unless otherwise specified in the applicable prospectus supplement, each
preferred securities guarantee will constitute an unsecured obligation of Radio
One and will rank:

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    .  subordinate and junior in right of payment to all other liabilities of
       Radio One, including all senior debt securities, any subordinated debt
       securities and the junior subordinated debentures, except those made
       ratable or subordinate by their terms;

    .  senior to all capital stock now or hereafter issued by Radio One and to
       any guarantee now or hereafter entered into by Radio One in respect of
       any of its capital stock.

   The trust agreement will provide that each holder of trust preferred
securities by acceptance thereof agrees to the subordination provisions and
other terms of the related preferred securities guarantee. The preferred
securities guarantee will rank subordinate to, or equally with, all other
guarantees to be issued by Radio One with respect to securities of other trusts
or other entities to be established by Radio One that are similar to a Radio
One Trust.

   The preferred securities guarantees will not limit the amount of secured or
unsecured debt, including senior indebtedness as defined in the junior
subordinated debenture indenture, that may be incurred by Radio One or any of
its subsidiaries.

Preferred Securities Guarantee of Payment

   Each preferred securities guarantee will constitute a guarantee of payment
and not of collection. In other words, the guaranteed party may institute a
legal proceeding directly against Radio One to enforce its rights under such
preferred securities guarantee without first instituting a legal proceeding
against any other person or entity. A preferred securities guarantee will not
be discharged except by payment of the related preferred securities guarantee
payments in full to the extent not paid by the applicable Radio One Trust or
upon distribution of its trust preferred securities to the holders of the
related junior subordinated debentures.

Guarantee of Common Securities

   Radio One also will irrevocably and unconditionally guarantee the
obligations of the applicable trust regarding that trust's common securities to
the same extent as its guarantee of the applicable preferred securities, except
that upon the occurrence and the continuation of an event of default under the
applicable trust agreement, holders of these preferred securities will have
priority over holders of the common securities regarding distributions and
payment on liquidation, redemption or otherwise.

Amendments and Assignment

   Except with respect to any changes that do not materially adversely affect
the rights of holders of the related trust preferred securities, in which case
no approval will be required, the applicable preferred securities guarantee may
not be amended without the prior approval of the holders of a majority of the
liquidation amount of such outstanding trust preferred securities. The manner
of obtaining any such approval will be as set forth under "Description of Trust
Preferred Securities--Voting Rights; Amendment of a Trust Agreement." All
guarantees and agreements contained in a preferred securities guarantee shall
bind the successors, assigns, receivers, trustees and representatives of Radio
One and shall inure to the benefit of the holders of the related trust
preferred securities then outstanding.

Events of Default

   An event of default under a preferred securities guarantee will occur upon
the failure of Radio One to perform any of its payment or other obligations
thereunder. The holders of a majority in liquidation amount of the related
trust preferred securities will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the preferred
securities guarantee trustee in respect of the applicable preferred securities
guarantee or to direct the exercise of any trust or power conferred upon the
preferred securities guarantee trustee under such preferred securities
guarantee.


                                      69



   If the preferred securities guarantee trustee fails to enforce a preferred
securities guarantee, any holder of the related trust preferred securities may
institute a legal proceeding directly against Radio One to enforce its rights
under such preferred securities guarantee without first instituting a legal
proceeding against the applicable Radio One Trust, the preferred securities
guarantee trustee or any other person or entity.

Restrictions on Certain Payments

   In general, Radio One will covenant in each guarantee that, so long as any
preferred securities issued by a trust remain outstanding, if:

    .  there shall have occurred any event of which Radio One has actual
       knowledge that is, or with the giving of notice or the lapse of time, or
       both, would be, a debenture event of default under the indenture
       regarding the applicable series of junior subordinated debentures;

    .  Radio One shall be in default with respect to any of its payment
       obligations under the preferred securities guarantee; or

    .  Radio One shall have given notice of its election to exercise its right
       to begin or extend an extension period as provided in the junior
       subordinated debenture indenture and shall not have rescinded such
       notice, and such extension period, or any extension thereof, shall have
       commenced and be continuing,

then it will not:

    .  declare or pay any dividends or distributions on, or redeem, purchase,
       acquire or make a liquidation payment with respect to, any of Radio
       One's capital stock; or

    .  make any payment of principal of or premium or interest, if any, on or
       repay, repurchase or redeem any debt securities of Radio One, including
       other junior subordinated debentures, that rank equally with or junior
       in right of payment to the junior subordinated debentures; or

    .  make any guarantee payments with respect to any guarantee by Radio One
       of the debt securities of any subsidiary of Radio One, including under
       any guarantees to be issued by Radio One with respect to securities of
       other Radio One trusts or entities to be established by Radio One
       similar to the Radio One Trusts, if such guarantee ranks equally with or
       junior in right of payment to the junior subordinated debentures

other than:

    .  dividends, redemptions, purchases, acquisitions, distributions or
       payments made by Radio One by way of issuance of shares of, or options,
       warrants or rights to subscribe for, its class A and class D common
       stock;

    .  any declaration of a dividend in connection with the implementation of a
       stockholders' rights plan, or the issuance of stock under any such plan
       in the future, or the redemption or repurchase of any such rights
       pursuant thereto;

    .  payments under the preferred securities guarantee;

    .  as a result of reclassification of Radio One's capital stock or the
       exchange or conversion of one class or series of Radio One's capital
       stock for another class or series of Radio One's capital stock;

    .  the purchase of fractional interests in shares of Radio One's capital
       stock pursuant to the conversion or exchange provisions of such capital
       stock or the security being converted or exchanged; and

                                      70



    .  purchases of class A and class D common stock related to the issuance of
       class A and class D common stock or rights under any of Radio One's
       benefit plans for its directors, officers or employees or any of Radio
       One's dividend reinvestment or stockholder stock purchase plans.

Termination

   A preferred securities guarantee will terminate and be of no further force
and effect upon:

    .  full payment of the applicable redemption price of the related trust
       preferred securities;

    .  full payment of all amounts due upon the dissolution and liquidation of
       the applicable Radio One Trust; or

    .  upon the conversion or exchange of all of the related trust preferred
       securities, whether upon distribution of junior subordinated debentures
       to the holders of such trust preferred securities or otherwise.

   A preferred securities guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of the related trust
preferred securities must restore payment of any sums paid under such trust
preferred securities or such preferred securities guarantee.

Governing Law

   Each preferred securities guarantee will be governed by and construed in
accordance with the laws of the State of Delaware.

Information Concerning the Preferred Securities Guarantee Trustee

   The preferred securities guarantee trustee, other than during the occurrence
and continuance of a default by Radio One in performance of a preferred
securities guarantee, will undertake to perform only such duties as are
specifically set forth in the preferred securities guarantee and, during the
continuance of such default, must exercise the same degree of care and skill as
a prudent person would exercise or use in the conduct of his or her own
affairs. Subject to the foregoing, the preferred securities guarantee trustee
will not be under any obligation to exercise any of the powers vested in it by
a preferred securities guarantee at the request of any holder of the related
trust preferred securities unless it is offered reasonable indemnity against
the costs, expenses and liabilities that might be incurred thereby.


                                      71



Limited Purpose of a Radio One Trust

   The trust preferred securities will represent preferred beneficial interests
in the applicable Radio One Trust, and each Radio One Trust exists for the sole
purpose of issuing and selling its trust securities, using the proceeds from
the sale of its trust securities to acquire the related junior subordinated
debentures of Radio One and engaging in only those other activities necessary,
advisable or incidental thereto.

Rights Upon Dissolution

   Unless the junior subordinated debentures are distributed to holders of the
related trust securities, upon any voluntary or involuntary dissolution and
liquidation of the applicable Radio One Trust, after satisfaction of the
liabilities of creditors of such Radio One Trust as required by applicable law,
the holders of such trust securities will be entitled to receive, out of assets
held by such Radio One Trust, the liquidation distribution in cash. See
"Description of Trust Preferred Securities--Liquidation of a Radio One Trust
and Distribution of Junior Subordinated Debentures." Upon any voluntary or
involuntary liquidation or bankruptcy of Radio One, the property trustee, as
holder of the junior subordinated debentures, would be a creditor of Radio One,
subordinated in right of payment to all senior indebtedness as set forth in the
junior subordinated debenture indenture, but entitled to receive payment in
full of principal and premium and interest, if any, in respect of such junior
subordinated debentures, before any stockholders of Radio One receive payments
or distributions.

                                      72



     RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, THE CORRESPONDING
            JUNIOR SUBORDINATED DEBENTURES OR OTHER DEBT SECURITIES
                    AND THE PREFERRED SECURITIES GUARANTEES

   Full and Unconditional Guarantee.  Radio One will irrevocably guarantee
payments of distributions and other amounts due on the trust preferred
securities to the extent the applicable Radio One Trust has funds available for
the payment of the distributions as and to the extent set forth under
"Description of Preferred Securities Guarantees." Taken together, Radio One's
obligations under the junior subordinated debentures, the securities
resolution, the junior subordinated debenture indenture, the trust agreement
and the preferred securities guarantee agreements provide, in the aggregate, a
full, irrevocable and unconditional guarantee of payments of distributions and
other amounts due on the trust preferred securities. No single document
standing alone or operating in conjunction with fewer than all of the other
documents constitutes the full guarantee. It is only the combined operation of
these documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the applicable Radio One Trust's obligations under
the trust preferred securities.

   If and to the extent that Radio One does not make payments on the junior
subordinated debentures or other debt securities, the applicable Radio One
Trust will not pay distributions or other amounts due on its trust preferred
securities. A preferred securities guarantee does not cover payment of
distributions when such Radio One Trust does not have sufficient funds to pay
the distributions. In that event, the remedy for a holder of trust preferred
securities is to institute a legal proceeding directly against Radio One for
enforcement of payment of the distributions to such holder.

   Sufficiency of Payments.  As long as all payments are made when due on the
junior subordinated debentures or other debt securities, as the case may be,
those payments will be sufficient to cover distributions and other payments due
on the trust preferred securities. This is primarily because:

    .  the aggregate principal amount of the junior subordinated debentures or
       other debt securities, as the case may be, will be equal to the sum of
       the aggregate stated liquidation amount of the trust preferred
       securities and trust common securities;

    .  the interest rate and interest and other payment dates on the junior
       subordinated debentures or other debt securities, as the case may be,
       will match the distribution rate and distribution and other payment
       dates for the trust preferred securities;

    .  Radio One has promised to pay any and all costs, expenses and
       liabilities of the applicable Radio One Trust except such Radio One
       Trust's obligations under its trust preferred securities; and

    .  the trust agreement provides that the applicable Radio One Trust will
       not engage in any activity that is not consistent with the limited
       purposes of such Radio One Trust.

   Radio One has the right to set-off any payment Radio One is otherwise
required to make under the junior subordinated debenture indenture if and to
the extent Radio One has already made, or is concurrently making, a payment
under the applicable preferred securities guarantee agreement.

   Enforcement Rights of Holders of Trust Preferred Securities.  A holder of a
trust preferred security may institute a legal proceeding directly against
Radio One to enforce its rights under the applicable preferred securities
guarantee agreement without first instituting a legal proceeding against the
preferred securities guarantee trustee, the applicable Radio One Trust or
anyone else.

   Radio One's default or event of default under any other senior or
subordinated indebtedness would not necessarily constitute a trust event of
default. However, in the event of payment defaults under, or acceleration of,
Radio One's senior or subordinated indebtedness, the subordination provisions
of the applicable securities resolution will provide that no payments may be
made in respect of the junior subordinated debentures or other debt securities
until the senior or subordinated indebtedness has been paid in full or any
payment default thereunder has been cured or waived. Radio One's failure to
make required payments on any junior subordinated debentures or other debt
securities would constitute a trust event of default.

                                      73



   Limited Purpose of a Radio One Trust.  The applicable Radio One Trust's
trust preferred securities evidence undivided beneficial ownership interests in
the assets of the applicable Radio One Trust, and each Radio One Trust exists
for the sole purposes of issuing its trust preferred securities and trust
common securities, investing the proceeds in junior subordinated debentures or
other debt securities and engaging in only those other activities necessary,
convenient or incidental to those purposes. A principal difference between the
rights of a holder of a trust preferred security and a holder of a
corresponding junior subordinated debenture or other debt securities is that a
holder of a junior subordinated debenture or other debt securities is entitled
to receive from Radio One the principal amount of and interest accrued on the
corresponding junior subordinated debentures or other debt securities, while a
holder of trust preferred securities is entitled to receive distributions from
the applicable Radio One Trust, or from Radio One under the applicable
preferred securities guarantee agreement, if and to the extent the applicable
Radio One Trust has funds available for the payment of the distributions.

   Rights Upon Dissolution.  Upon any voluntary or involuntary dissolution of a
Radio One Trust involving the liquidation of the junior subordinated debentures
or other debt securities, the holders of the trust preferred securities will be
entitled to receive the liquidation distribution in cash, out of assets of such
Radio One Trust and after satisfaction of creditors of such Radio One Trust as
provided by applicable law. If Radio One becomes subject to any voluntary or
involuntary liquidation or bankruptcy, the property trustee, as holder of the
junior subordinated debentures or other debt securities, would be one of Radio
One's junior subordinated creditors. The property trustee would be subordinated
in right of payment to all of Radio One's senior indebtedness and subordinated
indebtedness, but it would be entitled to receive payment in full of principal
and interest before Radio One's stockholders receive payments or distributions.
Radio One is the guarantor under the preferred securities guarantee agreements
and pursuant to the junior subordinated debenture indenture, has agreed to pay
all costs, expenses and liabilities of the applicable Radio One Trust other
than the applicable Radio One Trust's obligations to the holders of the trust
preferred securities. Accordingly, in the event of Radio One's liquidation or
bankruptcy the positions of a holder of trust preferred securities and of a
holder of junior subordinated debentures or other debt securities are expected
to be substantially the same relative to Radio One's other creditors and to
Radio One's stockholders.

                            DESCRIPTION OF WARRANTS

   Radio One may issue warrants for the purchase of debt securities, junior
subordinated debentures, shares of preferred stock or shares of class D common
stock. Warrants may be issued independently or together with any debt
securities, junior subordinated debentures, or shares of preferred stock or
class D common stock offered by any prospectus supplement and may be attached
to or separate from the debt securities, junior subordinated debentures, or
shares of preferred stock or class D common stock. The warrants are to be
issued under warrant agreements to be entered into between Radio One and
Wilmington Trust Company, as warrant agent, or such other bank or trust company
as is named in the prospectus supplement relating to the particular issue of
warrants. The warrant agent will act solely as an agent of Radio One in
connection with the warrants and will not assume any obligation or relationship
of agency or trust for or with any holders of warrants or beneficial owners of
warrants. The following description summarizes certain general provisions of
the form of warrant agreement to which any prospectus supplement may relate.We
will describe the specific terms of any warrants and the extent, if any, to
which the general provisions summarized below may apply to any warrants in the
prospectus supplement relating to those warrants.

General

   If warrants are offered, the prospectus supplement will describe the terms
of the warrants, including the following:

    .  the offering price;

    .  the currency, currencies or currency units for which warrants may be
       purchased;

                                      74



    .  the designation, aggregate principal amount, currency, currencies or
       currency units and terms of the debt securities or junior subordinated
       debentures purchasable upon exercise of the debt warrants and the price
       at which the debt securities or junior subordinated debentures may be
       purchased upon such exercise;

    .  the designation, number of shares and terms of the preferred stock
       purchasable upon exercise of the preferred stock warrants and the price
       at which the shares of preferred stock may be purchased upon such
       exercise;

    .  the designation, number of shares and terms of the class D common stock
       purchasable upon exercise of the common stock warrants and the price at
       which the shares of class D common stock may be purchased upon such
       exercise;

    .  if applicable, the designation and terms of the debt securities, junior
       subordinated debentures, preferred stock or class D common stock with
       which the warrants are issued and the number of warrants issued with
       each debt security, junior subordinated debenture or share of preferred
       stock or class D common stock upon such exercise;

    .  if applicable, the date on and after which the warrants and the related
       debt securities, junior subordinated debentures, preferred stock or
       class D common stock will be separately transferable;

    .  the date on which the right to exercise the warrants will commence and
       the date on which the right will expire;

    .  whether the warrants will be issued in registered or bearer form;

    .  a discussion of federal income tax, accounting and other special
       considerations, procedures and limitations relating to the warrants; and

    .  any other terms of the warrants.

   Warrants may be exchanged for new warrants of different denominations, may
(if in registered form) be presented for registration of transfer, and may be
exercised at the corporate trust office of the warrant agent or any other
office indicated in the prospectus supplement. Before the exercise of their
warrants, holders of warrants will not have any of the rights of holders of the
various securities purchasable upon the exercise of the warrants, including the
right to receive payments of principal of, any premium on, or any interest on,
the debt securities or junior subordinated debentures purchasable upon the
exercise or to enforce the covenants in the indenture or to receive payments of
dividends, if any, on the preferred stock or class D common stock purchasable
upon the exercise or to exercise any applicable right to vote. If Radio One
maintains the ability to reduce the exercise price of any stock warrant and the
right is triggered, it will comply with the federal securities laws, including
Rule 13e-4 under the Exchange Act, to the extent applicable.

Exercise of Warrants

   Each warrant will entitle the holder to purchase a principal amount of debt
securities or junior subordinated debentures or a number of shares of preferred
stock or class D common stock at the exercise price as will in each case be set
forth in, or calculable from, the prospectus supplement relating to the
warrant. Warrants may be exercised at the times that are set forth in the
prospectus supplement relating to the warrants. After the close of business on
the date on which the warrant expires, or any later date to which Radio One may
extend the expiration date, any unexercised warrants will become void.

                                      75



   Subject to any restrictions and additional requirements that may be set
forth in a prospectus supplement relating thereto, warrants may be exercised by
delivery to the warrant agent of the certificate evidencing the warrants
properly completed and duly executed and of payment as provided in the
prospectus supplement of the amount required to purchase the debt securities,
junior subordinated debentures or shares of preferred stock or class D common
stock purchasable upon exercise. The exercise price will be the price
applicable on the date of payment in full, as set forth in the prospectus
supplement relating to the warrants. Upon receipt of the payment and the
certificate representing the warrants to be exercised, properly completed and
duly executed at the corporate trust office of the warrant agent or any other
office indicated in the prospectus supplement, Radio One will, as soon as
practicable, issue and deliver the debt securities, junior subordinated
debentures or shares of preferred stock or class D common stock purchasable
upon exercise. If fewer than all of the warrants represented by a certificate
are exercised, a new certificate will be issued for the remaining amount of
warrants.

Additional Provisions

   The exercise price payable and the number of shares of class D common or
preferred stock purchasable upon the exercise of each stock warrant may be
adjusted to account for certain circumstances, including the issuance of a
stock dividend to holders of class D common or preferred stock, respectively,
or a combination, subdivision or reclassification of class D common or
preferred stock, respectively. In lieu of adjusting the number of shares of
class D common or preferred stock purchasable upon exercise of each stock
warrant, Radio One may elect to adjust the number of stock warrants. No
adjustment in the number of shares purchasable upon exercise of the stock
warrants will be required until cumulative adjustments require an adjustment of
at least 1% thereof. Radio One may, at its option, reduce the exercise price at
any time. No fractional shares will be issued upon the exercise of stock
warrants, but Radio One will pay the cash value of any fractional shares
otherwise issuable. In case of any consolidation, merger, or sale or conveyance
of the property of Radio One as an entirety or substantially as an entirety,
the holder of each outstanding stock warrant will have the right upon the
exercise to the kind and amount of shares of stock and other securities and
property, including cash, receivable by a holder of the number of shares of
class D common stock or preferred stock into which the stock warrants were
exercisable immediately prior thereto.

No Rights as Stockholders

   Holders of stock warrants will not be entitled, by virtue of holding stock
warrants, to vote, to consent, to receive dividends, to receive notice as
stockholders with respect to any meeting of stockholders for the election of
Radio One's directors or any other matter, or to exercise any rights whatsoever
as its stockholders.

       DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

   Radio One may issue stock purchase contracts. Stock purchase contracts are
contracts obligating holders to purchase from Radio One, and Radio One to sell
to the holders, a specified number of shares of class D common stock at a
future date or dates. The price per share of class D common stock may be fixed
at the time the stock purchase contracts are issued or may be determined by
reference to a specific formula set forth in the stock purchase contracts. The
formula may include anti-dilution provisions to adjust the number of shares
issuable under the stock purchase contracts upon events that would otherwise
dilute the interests of the holders. The stock purchase contracts may be issued
separately or as a part of stock purchase units. Stock purchase units consist
of a stock purchase contract and, in order to secure the holder's obligations
to purchase the class D common stock under the stock purchase contracts, any
one or more of the following:

    .  senior debt securities, subordinated debt securities or junior
       subordinated debentures of Radio One;

    .  debt obligations of third parties, including U.S. Treasury securities; or

    .  preferred securities of a Radio One Trust.

                                      76



   When stock purchase units include debt obligations of the United States of
America or its agencies or instrumentalities, the principal of the debt
obligations, when paid at maturity, will automatically be applied to satisfy
the holder's obligation to purchase class D common stock under the stock
purchase contracts unless the holder of the units settles its obligations under
the stock purchase contracts early by rendering payment to Radio One or its
agent in the manner discussed below.

   Except as otherwise described in the applicable prospectus supplement,
holders of stock purchase units may be entitled to settle the underlying stock
purchase contracts prior to the stated settlement date by surrendering the
certificate evidencing the stock purchase units, accompanied by the payment
due, in the form and calculated pursuant to the formula as may be prescribed in
the stock purchase contracts and described in the applicable prospectus
supplement. Upon early settlement, the holder would receive the number of
shares of class D common stock deliverable under the stock purchase contracts,
subject to adjustment in certain cases. Holders of stock purchase units may be
entitled to exchange their stock purchase units together with appropriate
collateral, for separate stock purchase contracts and preferred securities,
debt securities or debt obligations of the United States of America or its
agencies or instrumentalities. The applicable prospectus supplement will
describe in more detail the provisions of such exchange. In the event of either
such early settlement or exchange, the preferred securities, debt securities,
or debt obligations that were pledged as security for the obligation of the
holder to perform under the stock purchase contracts would be transferred to
the holder free and clear of Radio One's security interest therein.

   Except as otherwise described in the applicable prospectus supplement, when
stock purchase units include junior subordinated debentures or preferred
securities, the junior subordinated debentures or preferred securities will
automatically be presented to the applicable Radio One Trust for redemption at
100% of face or liquidation value and the Radio One Trust will present junior
subordinated debentures in an equal principal amount to Radio One for
redemption at 100% of principal amount unless there is an early settlement or
the holder elects to pay the consideration specified in the stock purchase
contracts. Amounts received in respect of the redemption will automatically be
transferred to Radio One and applied to satisfy in full the holder's obligation
to purchase common stock under the stock purchase contracts. The stock purchase
contracts may require Radio One to make periodic payments to the holders of the
stock purchase units or vice versa, and the payments may be unsecured or
refunded on some basis. The stock purchase contracts may require holders to
secure their obligations in a specified manner.

   The applicable prospectus supplement will describe the terms of any stock
purchase contracts or stock purchase units, including differences, if any, from
the terms described above.

                             PLAN OF DISTRIBUTION

   Radio One and the Radio One Trusts may sell the securities to one or more
underwriters or dealers for public offering and sale by them, or we may sell
the securities to investors directly or through agents. The accompanying
prospectus supplement will set forth the terms of the offering and the method
of distribution and will identify any firms acting as underwriters, dealers or
agents in connection with the offering, including:

    .  the name or names of any underwriters;

    .  the purchase price of the securities and the proceeds to Radio One or
       the Radio One Trusts from the sale;

                                      77



    .  any underwriting discounts and other items constituting underwriters'
       compensation;

    .  any public offering price;

    .  any discounts or concessions allowed or reallowed or paid to dealers; and

    .  any securities exchange or market on which the securities offered in the
       prospectus supplement may be listed.

   Only those underwriters identified in such prospectus supplement are deemed
to be underwriters in connection with the securities offered in the prospectus
supplement.

   We may distribute the securities from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at prices
determined as the prospectus supplement specifies. We may sell securities
through a rights offering, forward contracts or similar arrangements. In
connection with the sale of the securities, underwriters, dealers or agents may
be deemed to have received compensation from Radio One in the form of
underwriting discounts or commissions and also may receive commissions from
securities purchasers for whom they may act as agent. Underwriters may sell the
securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters or
commissions from the purchasers for whom they may act as agent. Some of the
underwriters, dealers or agents who participate in the securities distribution
may engage in other transactions with, and perform other services for, Radio
One and its subsidiaries in the ordinary course of business.

   Any underwriting discounts or other compensation which we pay to
underwriters or agents in connection with the securities offering, and any
discounts, concessions or commissions which underwriters allow to dealers, are
set forth in the prospectus supplement. Underwriters, dealers and agents
participating in the securities distribution may be deemed to be underwriters,
and any discounts and commissions they receive and any profit they realize on
the resale of the securities may be deemed to be underwriting discounts and
commissions under the Securities Act. The maximum commission or discount to be
received by any NASD member acting in any capacity to distribute the securities
will not be greater than 8%. Underwriters and their controlling persons,
dealers and agents may be entitled, under agreements entered into with Radio
One and the Radio One Trusts, to indemnification against and contribution
toward specific civil liabilities, including liabilities under the Securities
Act.

                                 LEGAL MATTERS

   The validity of any securities issued hereunder will be passed upon for
Radio One by Kirkland & Ellis, Washington, D.C. (a partnership that includes
professional corporations), counsel to Radio One, and for the Radio One Trusts
by Richards, Layton & Finger, P.A., of Wilmington, Delaware, special Delaware
counsel to the Radio One Trusts. Unless otherwise indicated in the applicable
prospectus supplement, certain legal matters will be passed upon for any agents
or underwriters by Skadden, Arps, Slate, Meagher & Flom, LLP, Washington, D.C.

                                    EXPERTS

   The consolidated financial statements of Radio One, Inc. and subsidiaries as
of December 31, 1999 and 2000, and for each of the years in the three-year
period ended December 31, 2000, incorporated by reference in this prospectus
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

   The financial statements of selected operations of Clear Channel
Communications as of December 31, 1998 and 1999, and for each of the years in
the three-year period ended December 31, 1999 incorporated by reference in this
prospectus have been audited by Arthur Andersen, LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.

                                      78



   The financial statements of selected operations of AMFM, Inc. as of December
31, 1998 and 1999, and for each of the years in the three-year period ended
December 31, 1999, incorporated by reference in this prospectus have been
audited by Arthur Andersen, LLP, independent public accountants, as indicated
in their report with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in giving said reports.

   The financial statements of Blue Chip Broadcasting, Inc. and subsidiaries as
of December 31, 2000 and 1999 and for each of the two years in the period ended
December 31, 2000 incorporated by reference in this prospectus by reference to
pages 1-19 of Radio One Inc.'s Form 8-K/A dated April 9, 2001 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

   The financial statements of Blue Chip Broadcast Company and subsidiary as of
December 31, 1998 and for the year then ended incorporated by reference in this
prospectus have been audited by Clark, Schaefer, Hackett & Co., independent
public accountants as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.

                      WHERE YOU CAN FIND MORE INFORMATION

   We are subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended, and, in accordance therewith, file reports, proxy
statements and other information with the SEC. Such reports, proxy statements
and other information may be inspected and copied at the public reference
facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material can be obtained from the Public Reference
Section of the SEC upon payment of certain fees prescribed by the SEC. The
SEC's web site contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The
address of that site on the world wide web is sec.gov. The information on the
SEC's web site is not part of this prospectus, and any references to this web
site or any other web site are inactive textual references only.

                     INFORMATION INCORPORATED BY REFERENCE

   The SEC permits us to "incorporate by reference" the information contained
in documents we file with the SEC, which means that we can disclose important
information to you by referring you to those documents rather than by including
them herein. Information that is incorporated by reference is considered to be
part of this prospectus. Information that we file with the SEC after the
initial filing date of the registration statement of which this prospectus is a
part, and before the effectiveness of that registration statement, will
automatically update and supersede the information that is either contained
herein or incorporated by reference herein, and will be considered to be a part
of this prospectus from the date such documents are filed. We have filed with
the SEC, and incorporate by reference in this prospectus, the following
documents:

    .  our Amended Annual Report on Form 10-K/A for the year ended December 31,
       2000 filed on August 7, 2001;

    .  our Quarterly Reports on Form 10-Q for the Quarters ended March 31,
       2001, June 30, 2001 and September 30, 2001;

    .  our Definitive Proxy Statement on Form DEF 14A filed on April 26, 2001;

    .  our Current Reports on Form 8-K filed on April 9, 2001, April 18, 2001,
       May 4, 2001, May 16, 2001, August 3, 2001, August 6, 2001, August 13,
       2001, August 24, 2001 and November 7, 2001; and

    .  our Registration Statement on Form 8-A dated May 17, 2000.

   We also incorporate by reference any future filings under the terms of
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, which are made after
the date of this prospectus and prior to the termination of any offering of
securities offered by this prospectus. Any statement contained in this
prospectus or in a document incorporated in, or deemed to be incorporated by
reference to, this prospectus shall be deemed to be modified or superseded, for
purposes of this prospectus, to the extent that a statement contained in

                                      79



    .  the prospectus;

    .  the accompanying prospectus supplement; or

    .  any other subsequently filed document which also is incorporated in, or
       is deemed to be incorporated by reference to, this prospectus;

modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.

   If you request a copy of any or all of the documents incorporated by
reference, then we will send to you the copies you requested at no charge.
However, we will not send exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents. You should direct
requests for such copies to Investor Relations, Radio One, Inc., 5900 Princess
Garden Parkway, 7/th/ Floor, Lanham, MD 20706, or to our e-mail address:
invest@radio-one.com. Our telephone number is (301) 306-1111.

   Radio One has not included or incorporated by reference separate financial
statements of the Radio One Trusts into this prospectus. Radio One does not
consider such financial statements to be material to holders of the trust
preferred securities of the Radio One Trusts because:

    .  all of the voting securities of the Radio One Trusts will be owned,
       directly or indirectly, by Radio One, a reporting company under the
       Exchange Act, as amended;

    .  each of the Radio One Trusts is a special purpose entity, has no
       operating history, has no independent operations and is not engaged in,
       and does not propose to engage in, any activity other than issuing
       securities representing undivided beneficial interests in the assets of
       such Radio One Trust and investing the proceeds thereof in junior
       subordinated debentures or other debt securities issued by Radio One; and

    .  Radio One's obligations described in this prospectus and in any
       accompanying prospectus supplement under the trust agreement of a Radio
       One Trust, the preferred securities guarantee issued by Radio One with
       respect to the trust preferred securities issued by such Radio One
       Trust, the debt securities or junior subordinated debentures of Radio
       One purchased by the Radio One Trusts and the applicable indenture
       pursuant to which such debt securities or junior subordinated debentures
       are issued, taken together, constitute direct obligations of Radio One
       and a full and unconditional guarantee of the trust preferred securities
       of each such Radio One Trust.

                                      80



[LOGO] Radio One Logo



The information in this preliminary prospectus is not complete and may be
changed. The selling stockholders may not sell these securities until the
registration statement covering them has been declared effective by the SEC.
This preliminary prospectus is not an offer to sell these securities, and
neither Radio One nor the selling stockholders are soliciting offers to buy
these securities in any state where the offer or sale is not permitted.


                             SUBJECT TO COMPLETION
                 PRELIMINARY PROSPECTUS DATED JANUARY 29, 2002
                             [LOGO] Radio One Logo

                               3,483,510 Shares

                            of Class D Common Stock

                               -----------------

   The information in this preliminary prospectus is not complete and may be
changed. The selling stockholders may not sell these securities until the
registration statement covering them has been declared effective by the SEC.
This preliminary prospectus is not an offer to sell these securities, and
neither Radio One nor the selling stockholders are soliciting offers to buy
these securities in any state where the offer or sale is not permitted.

   This prospectus relates to 3,483,510 shares of our class D common stock
which may be offered from time to time by the selling stockholders named in
this prospectus, or by their transferees, pledgees, donees or successors, all
of which we refer to as selling stockholders.

   Our class D common stock is traded on The Nasdaq Stock Market's National
Market under the symbol "ROIAK." The last reported sale price for our class D
common stock on January 28, 2002 was $17.65 per share.

   You should carefully consider the risk factors that begin on page 3 of this
prospectus before purchasing any of the class D common stock offered hereby.

   Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

   Concurrently with the filing of this prospectus, we are filing a prospectus
under Rule 415 of the Securities Act of 1933, registering up to $500,000,000
aggregate amount of our class D common stock, preferred stock, debt securities,
junior subordinated debentures, warrants, stock purchase contracts, stock
purchase units, preferred securities of Radio One Trust I and Radio One Trust
II, and guarantees by us of such preferred securities. Sales by the selling
stockholders under this prospectus are not contingent upon the completion of
any sales of securities by us or the Radio One Trusts.

                 The date of this prospectus is       , 2002.





                                                    Page
                                                    ----
                                                 
                       SUMMARY.....................  1
                       RADIO ONE, INC..............  1
                       RISK FACTORS................  3
                       CAUTIONARY NOTE REGARDING
                         FORWARD-LOOKING STATEMENTS  7
                       USE OF PROCEEDS.............  7
                       SELLING STOCKHOLDERS........  8



                                                     Page
                                                     ----
                                                  
                       PLAN OF DISTRIBUTION.........   9
                       LEGAL MATTERS................  10
                       EXPERTS......................  10
                       WHERE YOU CAN FIND ADDITIONAL
                         INFORMATION................  10
                       INCORPORATION BY REFERENCE...  11

                               -----------------

                               TABLE OF CONTENTS
                               -----------------

   You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities.

                                       i



                                    SUMMARY

   This summary highlights information contained elsewhere or incorporated by
reference in this prospectus. This summary does not contain all of the
information that you should consider before you make an investment decision.
You should carefully read this entire prospectus, including the "Risk Factors"
section, and the documents we have referred you to, including the documents
incorporated herein by reference, before making your investment decision.

                                RADIO ONE, INC.

   Radio One was founded in 1980 and is one of the largest radio broadcasting
companies in the United States. We are also the largest radio broadcasting
company in the United States primarily targeting African-Americans.

   Our strategy is to expand within our existing markets and into new markets
that have a significant African-American presence. We believe radio
broadcasting primarily targeting African-Americans has significant growth
potential. We also believe that we have a competitive advantage in the
African-American market and the radio industry in general, due to our primary
focus on urban formats, our skill in programming and marketing these formats,
and our turnaround expertise.

   Radio One is led by our Chairperson and co-founder, Catherine L. Hughes, and
her son, Alfred C. Liggins, III, our Chief Executive Officer and President, who
together have 45 years of operating experience in radio broadcasting. Ms.
Hughes, Mr. Liggins and our strong management team have successfully executed a
strategy of acquiring and turning around underperforming radio stations.

   Our principal executive offices are located at 5900 Princess Garden Parkway,
7th Floor, Lanham, Maryland 20706 and our telephone number is (301) 306-1111.

   For more information about our business, please see our Form 10-K/A for the
year ended December 31, 2000, which is incorporated by reference in this
prospectus. The description of our business contained in our Form 10-K/A for
the year ended December 31, 2000 will be updated and superseded by later
filings we make with the SEC that are incorporated by reference in this
prospectus.

                                      1



                          Securities to be Registered

                                         
Issuer..................................... Radio One, Inc.

Class D Common Stock Offered by the Selling
  Stockholders............................. 3,483,510 shares

Use of Proceeds............................ The selling stockholders will receive all of the net proceeds
                                            from the resale of their securities in this offering. We will not
                                            receive any proceeds.

Trading.................................... Our class D common stock is listed on The Nasdaq Stock
                                            Market's National Market under the symbol "ROIAK."



                                      2



                                 RISK FACTORS

   Investing in the class D common stock involves risk. You should consider
carefully the risk factors described below before purchasing the class D common
stock.

Integration of Acquisitions--We may have difficulty integrating the operations,
systems and management of the stations that we have recently acquired or agreed
to acquire. Our failure to integrate successfully stations we have acquired
could have a material adverse effect on our business and operating results.

   From January 1, 2000 through December 31, 2001, we acquired or agreed to
acquire and/or operate 47 radio stations, including 16 stations that we own
and/or operate as the result of the August 10, 2001 consummation of our
acquisition of Blue Chip Broadcasting, Inc., and we expect to make acquisitions
of other stations and station groups in the future.

   We cannot assure you that we will be able to integrate successfully the
operations, systems or management acquired in the Blue Chip acquisition, or any
other operations, systems or management that might be acquired in the future.
The recent consummation of the Blue Chip acquisition will require us to manage
a significantly larger and geographically more diverse radio station portfolio
than historically has been the case. Our failure to integrate and manage newly
acquired stations successfully could have a material adverse effect on our
business and operating results. In addition, in the event that the operations
of a new station do not meet our expectations, we may restructure or write-off
the value of some portion of the assets of the new station.

Risks of Growth Strategy--If we are unable to execute successfully our
strategy, our business may not grow as expected.

   We intend to grow by acquiring radio stations primarily in the top 50
African-American markets. We may also make strategic investments that are
complementary to our business and provide growth opportunities. However, we may
not successfully identify and consummate future acquisitions or investments,
and stations that we do acquire or investments that we make may not increase
our broadcast cash flow or yield other anticipated benefits. Our failure to
execute our growth strategy successfully could have a material adverse effect
on our business and operating results.

Dependence on Key Personnel--The loss of key personnel, including on-air
talent, could disrupt the management and operation of our business.

   Our business depends upon the continued efforts, abilities and expertise of
our executive officers, including our chief executive officer, chief financial
officer, chief operating officer and general counsel, and other key employees,
including on-air personalities. We believe that the unique combination of
skills and experience possessed by our executive officers would be difficult to
replace, and that the loss of any one of them could have a material adverse
effect on us, including the impairment of our ability to execute our business
strategy. Additionally, our radio stations employ or independently contract
with several on-air personalities and hosts of syndicated radio programs with
significant loyal audiences in their respective broadcast areas. These on-air
personalities are sometimes significantly responsible for the ranking of a
station, and thus, the ability of the station to sell advertising. We cannot be
assured that these individuals will remain with our radio stations or will
retain their audiences.

                                      3



Competition for Advertising Revenue--We compete for advertising revenue against
radio stations and other media, many of which have greater resources than we
do, and if we are unable to maintain or grow our advertising revenue share, our
business and operating results may be adversely affected.

   In the competitive broadcasting industry, the success of each of our radio
stations is primarily dependent upon its share of the overall advertising
revenue within its market. Although we believe that each of our stations can
compete effectively in its broadcast area, we cannot be sure that any of our
stations can maintain or increase its current audience ratings or market share,
or that advertisers will not decrease the amount they spend on advertising.

   Our advertising revenue may suffer if any of our stations cannot maintain
its audience ratings or market share. Shifts in population, demographics,
audience tastes and other factors beyond our control could cause us to lose
market share. Our stations also compete for audiences and advertising revenues
directly with other radio stations, and some of the owners of those competing
stations have greater resources than we do. If a competing station converts to
a format similar to that of one of our stations, or if one of our competitors
strengthens its operations, our stations could suffer a reduction in ratings
and advertising revenue. Other radio companies which are larger and have more
resources may also enter markets in which we operate. In addition, our stations
also compete with other media such as broadcast and cable television,
newspapers, magazines, direct mail, music videos, the Internet and outdoor
advertising, some of which may be controlled by horizontally-integrated
companies. We also anticipate that our stations will compete with
satellite-based radio services, including Sirius Satellite Radio and XM
Satellite Radio. We currently program five channels for XM Satellite Radio.

Decline in Level of Advertising Spending--The ongoing recession that has
impacted business sectors which advertise heavily on radio has resulted in a
reduction in advertising spending in those sectors, and has had a negative
impact on our advertising revenue and business. If the current recession
continues or worsens, our advertising revenue and business could be impacted
even more significantly.

   We believe that advertising is a discretionary business expense, meaning
that spending on advertising tends to decline during an economic recession or
downturn. Consequently, recessions or downturns in the United States economy
and the economies of individual geographic markets in which we own or operate
stations directly affect our advertising revenue and, therefore, our results of
operations. Individual business sectors that are especially impacted by a
recession or downturn and that tend to spend more on advertising than other
sectors are likely to reduce their advertising expenditures as a result of the
recession or downturn. If those sectors' spending represent a significant
portion of our advertising revenues, any reduction in their expenditures could
negatively impact our revenue.

   Over the past year, the radio industry has been experiencing negative year
over year advertising revenue growth, primarily as a result of the current
recession in the United States economy. A number of business sectors that
traditionally have been heavy radio advertisers, including the automotive,
retail sales and television broadcast industries, as well as Internet related
businesses which in recent years have become significant radio advertisers,
have been especially adversely affected by the recession. Even prior to the
start of the current recession, the Internet-related business sector, which in
recent years had become a significant radio advertiser, experienced a sharp
economic decline. While we have continued to experience positive year over year
advertising revenue growth, our advertising growth rate has been impacted by
the recession, and if the factors that have contributed to the radio industry's
overall negative advertising revenue growth, including the economic recession,
persist or worsen, our advertising growth rate could be even more significantly
affected.

Restrictions Imposed by Our Debt--The terms of our debt restrict us from
engaging in many activities and require us to satisfy various financial tests,
and these restrictions may make it more difficult to pursue our acquisition
strategy.


   Our bank credit facility and the agreements governing our other outstanding
debt, including our 8 7/8% senior subordinated notes, contain covenants that
restrict, among other things, our ability to incur additional debt, pay cash
dividends, purchase our capital stock, make capital expenditures, make
investments or other

                                      4



restricted payments, swap or sell assets, engage in transactions with related
parties, secure non-senior debt with our assets, or merge, consolidate or sell
all or substantially all of our assets.

   Our bank credit facility requires that we obtain our banks' consent for
acquisitions that do not meet specific criteria. These restrictions may make it
more difficult to pursue our acquisition strategy. Our bank credit facility
also requires that we maintain specific financial ratios, which could be
affected by events beyond our control.

   The loans under our bank credit facility will be due in August 2007 and our
8 7/8% senior subordinated notes will be due in July 2011. A breach of any of
the covenants contained in our bank credit facility could allow our lenders to
declare all amounts outstanding under our bank credit facility to be
immediately due and payable and a breach of any of the covenants contained in
the indenture covering our 8 7/8% senior subordinated notes could allow the
holders of those notes to declare the notes immediately due and payable. In
addition, our banks could proceed against the collateral granted to them to
secure that indebtedness. If the amounts outstanding under our bank credit
facility or payment of our senior subordinated notes are accelerated, our
assets might not be sufficient to repay in full the money owed to the banks or
to our other debt holders.

Substantial Debt--Our substantial level of debt could limit our ability to grow
and compete.

   We have a substantial amount of debt, a portion of which bears interest at
variable rates. The amount and nature of our debt is described in greater
detail in our reports filed with the SEC. Our substantial level of indebtedness
could adversely affect us for various reasons, including limiting our ability
to:

    .  obtain additional financing for working capital, capital expenditures,
       acquisitions, debt payments or other corporate purposes;

    .  have sufficient funds available for operations, future business
       opportunities or other purposes;

    .  compete with competitors that have less debt than we do; and

    .  react to changing market conditions, changes in our industry and
       economic downturns.

Controlling Stockholders--Two common stockholders have a majority voting
interest in Radio One and have the power to control matters on which Radio
One's common stockholders may vote, and their interests may conflict with yours.

   As of December 26, 2001, Catherine L. Hughes and her son, Alfred C. Liggins,
III, collectively held approximately 56.1% of the outstanding voting power of
Radio One's common stock. As a result, Ms. Hughes and Mr. Liggins will control
most decisions involving Radio One, including transactions involving a change
of control of Radio One, such as a sale or merger. In addition, certain
covenants in Radio One's debt instruments require that Ms. Hughes and Mr.
Liggins maintain specified ownership and voting interests in Radio One, and
prohibit other parties' voting interests from exceeding specified amounts. Ms.
Hughes and Mr. Liggins have agreed to vote their shares together in elections
of members of the board of directors.

Technology Changes, New Services and Evolving Standards--We must respond to the
rapid changes in technology, services and standards which characterize our
industry in order to remain competitive.

   The radio broadcasting industry is subject to rapid technological change,
evolving industry standards and the emergence of new media technologies. We
cannot assure you that we will have the resources to acquire new technologies
or to introduce new services that could compete with these new technologies.
Several new media technologies are being developed, including the following:

                                      5



    .  Audio programming by cable television systems, direct broadcast
       satellite systems, Internet content providers and other digital audio
       broadcast formats;

    .  Satellite digital audio radio service, which has resulted in the
       introduction of several new satellite radio services with sound quality
       equivalent to that of compact discs; and

    .  In-band on-channel digital radio, which could provide multi-channel,
       multi-format digital radio services in the same bandwidth currently
       occupied by traditional AM and FM radio services.

   We have entered into a programming agreement with a satellite digital audio
radio service, and have also invested in a developer of digital audio broadcast
technology. However, we cannot assure you that these arrangements will be
successful or enable us to adapt effectively to these new media technologies.

Government Regulation--Our business depends on maintaining our licenses with
the FCC. We could be prevented from operating a radio station if we fail to
maintain its license.

   Radio broadcasters depend upon maintaining radio broadcasting licenses
issued by the FCC. These licenses are ordinarily issued for a maximum term of
eight years and may be renewed. Our radio broadcasting licenses expire at
various times from October 1, 2003 to August 1, 2006. Although we may apply to
renew our FCC licenses, interested third parties may challenge our renewal
applications. In addition, if Radio One or any of our stockholders, officers,
or directors violates the FCC's rules and regulations or the Communications Act
of 1934, as amended, or is convicted of a felony, the FCC may commence a
proceeding to impose sanctions upon us. Examples of possible sanctions include
the imposition of fines, the renewal of one or more of our broadcasting
licenses for a term of fewer than eight years or the revocation of our
broadcast licenses. If the FCC were to issue an order denying a license renewal
application or revoking a license, we would be required to cease operating the
radio station covered by the license only after we had exhausted administrative
and judicial review without success.

   The radio broadcasting industry is subject to extensive and changing federal
regulation, as described in greater detail in our reports filed with the SEC.
Among other things, the Communications Act and FCC rules and policies limit the
number of broadcasting properties that any person or entity may own (directly
or by attribution) in any market and require FCC approval for transfers of
control and assignments of licenses. The FCC recently commenced a rulemaking
proceeding in which it will examine its rules and policies concerning ownership
of multiple radio stations within a local market. The new rulemaking could lead
to significant changes in how the FCC reviews radio station transactions that,
according to the FCC, could result in substantial economic concentration and
thus raise competition concerns. The filing of petitions or complaints against
Radio One or any FCC licensee from which we are acquiring a station could
result in the FCC delaying the grant of, or refusing to grant or imposing
conditions on its consent to the assignment or transfer of control of licenses.
The Communications Act and FCC rules and policies also impose limitations on
non-U.S. ownership and voting of the capital stock of Radio One.

Antitrust Matters--We may have difficulty obtaining regulatory approval for
acquisitions in our existing markets and, potentially, new markets, which could
affect the implementation of our acquisition strategy.

   An important part of our growth strategy is the acquisition of additional
radio stations. The agencies responsible for enforcing the federal antitrust
laws, the Federal Trade Commission or the Department of Justice, may
investigate certain acquisitions. After the passage of the Telecommunications
Act of 1996, the Department of Justice became more aggressive in reviewing
proposed acquisitions of radio stations. The Justice Department is particularly
aggressive when the proposed buyer already owns one or more radio stations in
the market of the station it is seeking to buy. The Justice Department has
challenged a number of radio broadcasting transactions. Some of those
challenges ultimately resulted in consent decrees requiring, among other
things, divestitures of certain stations. In general, the Justice Department
has more closely scrutinized radio broadcasting acquisitions that result in
local market shares in excess of 40% of radio advertising revenue.

                                      6



   We cannot predict the outcome of any specific Department of Justice or FTC
investigation. Any decision by the Department of Justice or FTC to challenge a
proposed acquisition could affect our ability to consummate an acquisition or
to consummate it on the proposed terms. For an acquisition meeting certain size
thresholds, the Hart-Scott-Rodino Act requires the parties to file Notification
and Report Forms concerning antitrust issues with the Department of Justice and
the FTC and to observe specified waiting period requirements before
consummating the acquisition. If the investigating agency raises substantive
issues in connection with a proposed transaction, then the parties frequently
engage in lengthy discussions or negotiations with the investigating agency
concerning possible means of addressing those issues, including restructuring
the proposed acquisition or divesting assets. In addition, the investigating
agency could file suit in federal court to enjoin the acquisition or to require
the divestiture of assets, among other remedies. Acquisitions that are not
required to be reported under the Hart-Scott-Rodino Act may be investigated by
the Department of Justice or the FTC under the antitrust laws before or after
consummation. In addition, private parties may under certain circumstances
bring legal action to challenge an acquisition under the antitrust laws. As
part of its increased scrutiny of radio station acquisitions, the Department of
Justice has stated publicly that it believes that local marketing agreements,
joint sales agreements, time brokerage agreements and other similar agreements
customarily entered into in connection with radio station transfers could
violate the Hart-Scott-Rodino Act if such agreements take effect prior to the
expiration of the waiting period under the Hart-Scott-Rodino Act. Furthermore,
the Department of Justice has noted that joint sales agreements may raise
antitrust concerns under Section 1 of the Sherman Act and has challenged joint
sales agreements in certain locations. As indicated above, the Department of
Justice also has stated publicly that it has established certain revenue and
audience share concentration benchmarks with respect to radio station
acquisitions, above which a transaction may receive additional antitrust
scrutiny. However, to date, the Department of Justice has also investigated
transactions that do not meet or exceed these benchmarks and has cleared
transactions that do exceed these benchmarks.

   Similarly, the FCC staff has adopted procedures to review proposed radio
broadcasting transactions even if the proposed acquisition otherwise complies
with the FCC's ownership limitations. The FCC uses its so-called "50/70" screen
to "flag" proposed radio transactions that it believes may raise competition
concerns. Under the screen, the FCC flags an application for closer
consideration if it proposes a combination that would result in one broadcaster
controlling at least 50 percent-or two broadcasters collectively controlling 70
percent-of local market ad revenue in the relevant Arbitron market, as reported
by BIA. The FCC will conduct a public interest/competitive analysis of those
applications proposing combinations at or above the 50/70 percent level. Those
applications will be designated on public notice as proposing transactions that
raise competition issues.

             CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

   This prospectus and the documents incorporated in this prospectus by
reference contain forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements are not historical facts, but rather are based
on our current expectations, estimates and projections about Radio One's
industry, our beliefs and assumptions. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates" and similar expressions
are intended to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements. These risks
and uncertainties are described in "Risk Factors" and elsewhere in this
prospectus. In light of these risks and uncertainties, the forward-looking
events and circumstances discussed in this prospectus might not occur.

                                USE OF PROCEEDS

   We will not receive any of the proceeds from the sale of class D common
stock which may be offered by the selling stockholders.

                                      7



                             SELLING STOCKHOLDERS

   The following table sets forth with respect to each of the selling
stockholders (1) the number of shares of class D common stock held by that
selling stockholder prior to the offering contemplated by this prospectus,
(2) the number of shares of class D common stock to be registered for that
selling stockholder hereunder, (3) the number of shares of class D common stock
that the selling stockholder will hold after completion of the sale of the
class D common stock registered for that selling stockholder hereunder, and (4)
the percentage of the outstanding class D common stock that the selling
stockholder will hold after completion of the sale of the class D common stock
registered for that selling stockholder hereunder. Information regarding the
number of shares of class D common stock held by a selling stockholder prior to
the registration contemplated by this prospectus has been obtained from that
selling stockholder. Except as noted, none of the selling stockholders has, or
within the past three years has had, any position, office or other material
relationship with us or any of our predecessors.



                                                                            Number of Shares of   Percentage of
                                        Number of Shares                      Class D Common     Class D Common
                                           of Class D                        Stock Held After   Stock Held After
                                          Common Stock     Number of Shares  Completion of the  Completion of the
                                        Held Prior to the     of Class D    Sale of the Class D    Sale of the
                                         Sale of Shares    Common Stock to     Common Stock      Class D Common
                                           Registered       be Registered       Registered      Stock Registered
     Name of Selling Stockholders           Hereunder         Hereunder          Hereunder          Hereunder
     ----------------------------       -----------------  ---------------- ------------------- -----------------
                                                                                    
Alfred C. Liggins, III Revocable Trust,
 dated March 2, 1999 /(1)/                 11,663,782/(2)/    1,000,000         10,663,782            16.2%
LRL Trading, L.L.C./ (3) (4)/               1,657,368           849,664            807,704             1.2%
Cheryl H. Love /(5)/                           44,479            35,325              9,154               *
LRC Love Limited Partnership /(6)/            115,439            65,439             50,000               *
Love Family Limited Partnership /(6)/          28,045            28,045                  0               *
J. Kenneth Blackwell                           71,679            71,179                500               *
Windings Lane Partnership, Ltd. /(7)/          53,887            32,387             21,500               *
Lovie L. Ross                                 198,287           128,241             70,046               *
Calvin D. Buford                               53,329            49,840              3,489               *
Buford Family Limited Partnership /(8)/         1,943             1,943                  0               *
C. Howard Buford                               11,128            11,128                  0               *
Thomas Revely, III                             18,184            18,184                  0               *
Steven R. Love /(9)/                           19,676             7,557             12,119               *
Stephen E. Kaufmann                            16,287             6,405              9,882               *
George C. Hale, Sr.                             3,261             3,261                  0               *
R. Dean Meiszer                                16,677             6,405             10,272               *
Thomas Ross                                    11,874            11,874                  0               *
Paul Landry                                     7,844             7,844                  0               *
Devin Miller                                    1,485             1,485                  0               *
Quetzal/J.P. Morgan Partners, L.P.          2,294,607         1,147,304          1,147,303             1.7%

- --------
*: Less than 1%
(1) Alfred C. Liggins, III, the President, Chief Executive Officer and a
    director of Radio One, is the trustee and sole beneficiary of Alfred C.
    Liggins, III Revocable Trust, dated March 2, 1999.
(2) Includes shares held by (i) Alfred C. Liggins, III Revocable Trust, dated
    March 2, 1999, (ii) Alfred C. Liggins, III, individually, and
   (iii) Hughes-Liggins Family Partners, L.P.
(3) LRL Trading, L.L.C. is owned by LRL Investments, L.P. (99.725%) and Vada
    Hill (0.275%). LRL Investments, L.P. is owned by L. Ross Love (99.9%) and
    LRL Management Corporation (0.1%). LRL Management Corporation is
    wholly-owned by L. Ross Love. Accordingly, L. Ross Love may be deemed the
    beneficial owner of some or all of the shares held by LRL Trading, L.L.C.
(4) L. Ross Love, who may be deemed beneficial owner of some or all of the
    shares held by LRL Trading, L.L.C. (see note (3) above) was elected as a
    member of our board of directors on June 5, 2001.
(5) Cheryl H. Love is the spouse of L. Ross Love, a director of Radio One (see
    note (4)), and, accordingly, Mr. Love may be deemed to beneficially own
    some or all of the shares held by Mrs. Love.
(6) L. Ross Love has a controlling interest in LRC Love Limited Partnership and
    Love Family Limited Partnership, and, accordingly, Mr. Love may be deemed
    to beneficially own some or all of the shares held by LRC Love Limited
    Partnership and Love Family Limited Partnership.
(7) J. Kenneth Blackwell has a controlling interest in Windings Lane
    Partnership, Ltd., and, accordingly, Mr. Blackwell may be deemed to
    beneficially own some or all of the shares held by Windings Lane
    Partnership, Ltd.
(8) Calvin D. Buford has a controlling interest in Buford Family Limited
    Partnership, and, accordingly, Mr. Buford may be deemed to beneficially own
    some or all of the shares held by Buford Family Limited Partnership.
(9) Steven R. Love is the brother of L. Ross Love, a director of Radio One (see
    note (4)).

                                      8



                             PLAN OF DISTRIBUTION

   The class D common stock being offered by the selling stockholders may be
offered and sold from time to time to purchasers directly by such selling
stockholders. Alternatively, the selling stockholders may from time to time
offer those securities to or through underwriters, broker-dealers or agents,
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the selling stockholders or the purchasers of the
securities for whom they act as agents. The selling stockholders and any
underwriters, broker-dealers or agents that participate in the distribution of
the securities may be deemed to be "underwriters" within the meaning of the
Securities Act, and any profit on the sale of such securities and any
discounts, commissions, concessions or other compensation received by any such
underwriter, broker-dealer or agent may be deemed to be underwriting discounts
and commissions under the Securities Act. The maximum commission or discount to
be received by any NASD member acting in any capacity to distribute the
securities will not be greater than 8%.

   The securities may be sold from time to time in one or more transactions at
fixed prices, at prevailing market prices at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. We have not yet
determined when we will effect the sale of the securities. The sale of the
securities may be effected in transactions, which may involve crosses or block
transactions:

    .  on any national securities exchange or quotation service on which the
       securities may be listed or quoted at the time of sale;

    .  in the over-the-counter market;

    .  in transactions otherwise than on such exchanges or services or in the
       over-the-counter market; or

    .  through the issuance by the selling stockholders or others of derivative
       securities, including without limitation, warrants, exchangeable
       securities, forward delivery contracts and the writing of options.

   The selling stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of shares or otherwise. In such
transactions, broker-dealers may engage in short sales of shares in the course
of hedging the positions they assume with selling stockholders. The selling
stockholders also may sell shares short and redeliver shares to close out such
short positions. The selling stockholders may enter into option, forward or
other transactions with broker-dealers which require the delivery of shares to
the broker-dealer. The broker-dealer may then resell or otherwise transfer such
shares pursuant to this prospectus. The selling stockholders may also loan or
pledge shares to the broker-dealer. The broker-dealer may sell the shares so
loaned, or upon default the broker-dealer may sell the shares so pledged,
pursuant to this prospectus.

   At the time a particular offering of the securities is made, a prospectus
supplement, if required in addition to this prospectus, will be distributed,
which will set forth the aggregate amount and type of securities being offered
and the terms of the offering, including the name or names of any underwriters,
broker-dealers or agents, any discounts, commissions and other terms
constituting compensation from the selling stockholders and any discounts,
commissions or concessions allowed or reallowed to broker-dealers. Only
underwriters named in the prospectus supplement are deemed to be underwriters
in connection with the securities offered by that prospectus supplement.

   To comply with the securities laws of certain jurisdictions, if applicable,
the securities will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain
jurisdictions the securities may not be offered or sold unless they have been
registered or qualified for sale in such jurisdictions or any exemption from
registration or qualification is available and is complied with.

   The selling stockholders will be subject to applicable provisions of the
Exchange Act and rules and regulations under the Exchange Act, which provisions
may limit the timing of purchases and sales of any of the securities by the
selling stockholders. This may affect the marketability of those securities.

                                      9



   We shall bear all fees and expenses incurred in connection with the
registration of the securities, except that selling stockholders will pay all
brokers' commissions and, in connection with any underwritten offering, all
expenses customarily borne by selling stockholders in an underwritten offering,
including underwriting discounts and commissions. Certain of the selling
stockholders will be indemnified by us, against certain civil liabilities,
including certain liabilities under the Securities Act or the Exchange Act or
otherwise, or alternatively will be entitled to contribution in connection with
those liabilities.

                                 LEGAL MATTERS

   Kirkland & Ellis, Washington, D.C. (a partnership that includes professional
corporations) will pass upon the validity of the class D common stock offered
by this prospectus.

                                    EXPERTS

   The consolidated financial statements of Radio One, Inc. and subsidiaries as
of December 31, 1999 and 2000, and for each of the years in the three-year
period ended December 31, 2000, incorporated by reference in this prospectus
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and included herein in reliance
upon the authority of said firm as experts in giving said reports.

   The financial statements of selected operations of Clear Channel
Communications as of December 31, 1998 and 1999, and for each of the years in
the three-year period ended December 31, 1999 incorporated by reference in this
prospectus have been audited by Arthur Andersen, LLP, independent public
accountants, as indicated in their report with respect thereto, and included
herein in reliance upon the authority of said firm as experts in giving said
reports.

   The financial statements of selected operations of AMFM, Inc. as of December
31, 1998 and 1999, and for each of the years in the three-year period ended
December 31, 1999, incorporated by reference in this prospectus have been
audited by Arthur Andersen, LLP, independent public accountants, as indicated
in their report with respect thereto, and included herein in reliance upon the
authority of said firm as experts in giving said reports.

   The financial statements of Blue Chip Broadcasting, Inc. and subsidiaries as
of December 31, 2000 and 1999 and for each of the two years in the period ended
December 31, 2000 incorporated by reference in this prospectus by reference to
pages 1-19 of Radio One Inc.'s Form 8-K/A dated April 9, 2001 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

   The financial statements of Blue Chip Broadcast Company and subsidiary as of
December 31, 1998 and for the year then ended incorporated by reference in this
prospectus have been audited by Clark, Schaefer, Hackett & Co., independent
public accountants, as indicated in their report with respect thereto, and
included herein in reliance upon the authority of said firm as experts in
giving said reports.

                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

   We are subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended, and, in accordance therewith, file reports, proxy
statements and other information with the SEC. Such reports, proxy statements
and other information may be inspected and copied at the public reference
facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material can be obtained from the Public Reference
Section of the SEC upon payment of certain fees prescribed by the SEC. The
SEC's web site contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The
address of that site on the world wide web is sec.gov. The information on the
SEC 's web site is not part of this prospectus, and any references to this web
site or any other web site are inactive textual references only.

                                      10



                          INCORPORATION BY REFERENCE

   The SEC permits us to "incorporate by reference" the information in
documents we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus and the
information that we file with the SEC after the initial filing date of the
registration statement of which this prospectus is part, and prior to the
effectiveness of that registration statement, will automatically update and
supercede this information. We have filed the following documents with the SEC
and incorporate in this prospectus by reference:

    .  our Amended Annual Report on Form 10-K/A for the year ended December 31,
       2000 filed on August 7, 2001;

    .  our Quarterly Reports on Form 10-Q for the Quarters ended March 31,
       2001, June 30, 2001 and September 30, 2001;

    .  our Definitive Proxy Statement on Form DEF 14A filed on April 26, 2001;

    .  our Current Reports on Form 8-K filed on April 9, 2001, April 18, 2001,
       May 4, 2001, May 16, 2001, August 3, 2001, August 6, 2001, August 13,
       2001, August 24, 2001 and November 7, 2001; and

    .  our Registration Statement on Form 8-A dated May 17, 2000.

   We also incorporate by reference any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act. Statements
contained in documents incorporated or deemed to be incorporated by reference
after the initial filing date of the registration statement of which this
prospectus is a part will modify statements in any other subsequently filed
documents to the extent the new information differs from the old information.
Any statements modified or superseded will no longer constitute a part of this
prospectus in their original form.

   If you request a copy of any or all of the documents incorporated by
reference, then we will send to you the copies you requested at no charge.
However, we will not send exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents. You should direct
requests for such copies to Investor Relations, Radio One, Inc., 5900 Princess
Garden Parkway, 7th Floor, Lanham, MD 20706, or to our e-mail address:
invest@radio-one.com. Our telephone number is (301) 306-1111.

   We have filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933, as amended, covering the securities described in this
prospectus. This prospectus does not contain all of the information included in
the registration statement, some of which is contained in exhibits to the
registration statement. The registration statement, including the exhibits, can
be read at the SEC web site or at the SEC office referred to above. Any
statement made in this prospectus concerning the contents of any contract,
agreement or other document is only a summary of the actual contract, agreement
or other document. If we have filed any contract, agreement or other document
as an exhibit to the registration statement, you should read the exhibit for a
more complete understanding of the document or matter involved.

                                      11



                           [LOGO] Radio One Logo



                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

   The following table sets forth the expenses of the Radio One in connection
with the registration of the securities being registered, other than
underwriting discounts and commissions. All such amounts are estimates, other
than the fees payable to the Commission.

                          
                     SEC registration fee........ $ 51,602*
                     NASD filing fee.............   30,500
                     Rating agency fees..........   50,000
                     Legal fees and expenses.....  250,000
                     Accounting fees and expenses  100,000
                     Printing....................   40,000
                     Trustee's Fees..............   55,000
                                                  --------
                        Total.................... $577,102
                                                  ========

                     
- --------
*  Includes $46,000 for the securities registered by us hereunder and $5,602
   paid by us on behalf of the selling stockholders registering securities
   hereunder.

Item 15.  Indemnification of Directors and Officers.

  Registrants Incorporated or Organized Under Delaware Law

   All Registrants, other than Bell Broadcasting Company, Blue Chip Broadcast
Company, Blue Chip Broadcasting, Ltd., Blue Chip Broadcasting Licenses, Ltd.,
and Blue Chip Broadcasting Licenses II, Ltd., are incorporated or organized
under the laws of the State of Delaware. Section 102(b)(7) of the General
Corporation Law of the State of Delaware permits a Delaware corporation to
limit the personal liability of its directors in accordance with the provisions
set forth therein. The Restated Certificate of Incorporation of the Registrant
provides that the personal liability of its directors shall be limited to the
fullest extent permitted by applicable law.

   Section 145 of the General Corporation Law of the State of Delaware contains
provisions permitting corporations organized thereunder to indemnify directors,
officers, employees or agents against expenses, judgments and fines reasonably
incurred and against certain other liabilities in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person was or is a director, officer, employee or agent of the corporation. The
Amended and Restated Certificate of Incorporation or equivalent constituting
document of each of the Registrants, other than Bell Broadcasting Company, Blue
Chip Broadcast Company, Blue Chip Broadcasting, Ltd., Blue Chip Broadcasting
Licenses, Ltd., Blue Chip Broadcasting Licenses II, Ltd. and the Radio One
Trusts, provides for indemnification of its directors and officers to the
fullest extent permitted by applicable law.

   Radio One of Indiana, L.P. and Radio One of Texas, L.P. are organized as
limited partnerships under the laws of the State of Delaware. Section 17-108 of
the Delaware Revised Uniform Limited Partnership Act provides that a limited
partnership, subject to any standards and restrictions in its partnership
agreement, may indemnify and hold harmless any partner or other person from and
against any and all claims and demands. The Limited Partnership Agreement of
each of Radio One of Indiana, L.P. and Radio One of Texas, L.P. provides that
the partnership shall indemnify and save harmless its general partners from any
loss or damage incurred by reason of any act performed by them for and on
behalf of the partnership unless the act constituted gross negligence, willful
or wanton misconduct, or intentional malfeasance.

                                     II-1



   Satellite One, L.L.C., Radio One of Charlotte, LLC, Radio One Licenses, LLC,
Radio One of Detroit, LLC, Radio One of Atlanta, LLC, ROA Licenses, LLC, Radio
One of Augusta, LLC, Charlotte Broadcasting, LLC, Radio One of North Carolina,
LLC, Radio One of Boston Licenses, LLC, Radio One of Indiana, LLC, Radio One of
Texas I, LLC and Radio One of Texas II, LLC are organized as limited liability
companies under the laws of the State of Delaware. Section 18-108 of the
Delaware Limited Liability Company Act provides that a limited liability
company, subject to any standards and restrictions in its limited liability
company agreement, may indemnify and hold harmless any member or manager or
other person from and against any and all claims and demands. The Limited
Liability Company Agreement of each of Satellite One, L.L.C., Radio One
Licenses, LLC, Radio One of Detroit, LLC, Radio One of Atlanta, LLC, ROA
Licenses, LLC, Radio One of Augusta, LLC, Charlotte Broadcasting, LLC, Radio
One of North Carolina, LLC, Radio One of Boston Licenses, LLC, Radio One of
Indiana, LLC, Radio One of Texas I, LLC and Radio One of Texas II, LLC provides
that the company shall, in accordance with Section 18-108 of the Delaware
Limited Liability Company Act, indemnify and hold harmless any member, manager
or officer of such company (or of an affiliate thereof) to the fullest extent
permitted by law against any loss, liability, damage, judgment, demand, claim,
cost or expense incurred by or asserted against such indemnitee, including,
without limitation, reasonable attorney's fees and disbursements incurred in
the defense thereof, arising out of any act or omission of such indemnitee in
connection with the company. The limited liability company agreement of Radio
One of Charlotte, LLC provides that, to the maximum extent permitted by law,
the company shall indemnify any person who is or was a manager of the company
or is or was serving at the request of the company, if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed
to, the best interests of the company and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The company may also, to the maximum extent permitted by law, indemnify any
employee or agent who is not a manager under the same standard if such
indemnification is approved by the company's managers.

  Registrant Incorporated Under Michigan Law

   Bell Broadcasting Company ("BBC") is incorporated under the laws of the
State of Michigan. Under Sections 561-571 of the Michigan Business Corporation
Act, directors and officers of a Michigan corporation may be entitled to
indemnification by the corporation against judgments, expenses, fines and
amounts paid by the director or officer in settlement of claims brought against
them by third persons or by or in the right of the corporation if those
directors and officers acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interests of the corporation or its
shareholders. BBC's Restated Articles of Incorporation provide that its
directors shall not be personally liable to BBC or its shareholders for
monetary damages for breach of the director's fiduciary duty. However, BBC's
Restated Articles of Incorporation do not eliminate or limit the liability of a
director for any of the following: (i) a breach of the director's duty of
loyalty to us or our shareholders; (ii) acts or omissions not in good faith or
that involve intentional misconduct or knowing violation of law; (iii) a
violation of Section 551(1) of the Michigan Business Corporation Act; (iv) a
transaction from which the director derived an improper personal benefit; or
(v) an act or omission occurring before the effective date of the Restated
Articles of Incorporation. In addition, BBC's By-Laws generally provide that
BBC shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of BBC) by reason of the fact that he is or
was a BBC director, officer, employee or agent or is or was serving at BBC's
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.

  Registrants Organized Under Nevada Law

   Blue Chip Broadcasting Licenses II, Ltd. is organized as a limited liability
company under the laws of the State of Nevada. Under Chapter 86 of the Nevada
Revised Statutes, a limited liability company may indemnify a manager, member,
employee, agent or certain other persons against expenses, including attorney's
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with an action, suit or proceeding, if such manager,
member, employee, agent or other person acted in good faith and in a

                                     II-2



manner reasonably believed to be in, or not opposed to, the best interests of
the company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A limited liability
company may also indemnify a manager, member, employee, agent or certain other
persons against expenses, including attorney's fees, actually and reasonably
incurred in connection with an action or suit by or in the right of such
company, if such manager, member, employee, agent or other person acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the company. The Bylaws of Blue Chip Broadcasting Licenses II,
Ltd. provide that the company shall grant indemnification to the foregoing
persons to the extent authorized by the Nevada Revised Statutes.


  Registrants Incorporated or Organized Under Ohio Law

   Blue Chip Broadcast Company is incorporated under the laws of the State of
Ohio. Under Section 1701.13 of the Ohio Revised Code, a corporation may
indemnify a director, officer, employee or agent or certain other persons
against expenses, including attorney's fees, judgments, fines, and amounts paid
in settlement, actually and reasonably incurred in connection with an action,
suit or proceeding, if such director, officer, employee, agent or other person
acted in good faith and in a manner reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. A corporation may also indemnify a director, officer, employee or
agent or certain other persons against expenses, including attorney's fees,
actually and reasonably incurred in connection with an action or suit by or in
the right of such corporation, subject to certain exceptions, if such director,
officer, employee, agent or other person acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
corporation. Article IV of the Regulations of Blue Chip Broadcast Company
provides that the company shall indemnify all the foregoing persons to the full
extent permitted by the General Corporation Law of Ohio.

   Blue Chip Broadcasting, Ltd. and Blue Chip Broadcasting Licenses, Ltd. are
organized as limited liability companies under the laws of the State of Ohio.
Under Section 1705.32 of the Ohio Revised Code, a limited liability company may
indemnify a manager, member, partner, officer, employee, agent or certain other
persons against expenses, including attorney's fees, judgments, fines, and
amounts paid in settlement, actually and reasonably incurred in connection with
an action, suit or proceeding, if such manager, member, partner, officer,
employee, agent or other person acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the company and, in
connection with any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. A limited liability company may also
indemnify a manager, officer, employee, agent or certain other persons against
expenses, including attorney's fees, actually and reasonably incurred in
connection with an action or suit by or in the right of such company, if such
manager, officer, employee, agent or other person acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best interests of
the company. The Bylaws of each of Blue Chip Broadcasting, Ltd. and Blue Chip
Broadcasting Licenses, Ltd. provide that the company shall indemnify the
foregoing persons to the full extent authorized by the Ohio Revised Code.

   The above discussion of the relevant statutes and the governing documents of
the registrants is not intended to be exhaustive and is qualified in its
entirety by reference to such statutes and governing documents.

   We refer you to the proposed Form of Underwriting Agreement, filed as
Exhibit 1.1, for additional provisions relating to indemnification of Radio One
and its directors and officers.

  Indemnification of Trustees of the Radio One Trusts

   Each trust agreement provides that no trustee, affiliate of any trustee or
any officers, directors, stockholders, members, partners, employees,
representatives or agents of any trustee or any employee or agent of a Radio
One Trust or its affiliates, each referred to as an indemnified person, shall
be liable, responsible or accountable in

                                     II-3



damages or otherwise to any employee or agent of a Radio One Trust or its
affiliates or any officers, directors, stockholders, employees, representatives
or agents of Radio One or its affiliates, or to any holders of trust securities
of a Radio One Trust for any loss, damage or claim incurred by reason of any
act or omission performed or omitted by such indemnified person in good faith
on behalf of a Radio One Trust and in a manner such indemnified person
reasonably believed to be within the scope of the authority conferred on such
indemnified person by the trust agreement of a Radio One Trust or by law,
except that an indemnified person shall be liable for any such loss, damage or
claim incurred by reason of such indemnified person's gross negligence (or, in
the case of the property trustee of a Radio One Trust, negligence), willful
misconduct or bad faith with respect to such acts or omissions. The trust
agreement also provides that, to the fullest extent permitted by applicable
law, Radio One shall indemnify and hold harmless each indemnified person from
and against any loss, damage or claim incurred by such indemnified person by
reason of any act or omission performed or omitted by such indemnified person
in good faith on behalf of a Radio One Trust and in a manner such indemnified
person reasonably believed to be within the scope of authority conferred on
such indemnified person by the trust agreement, except that no indemnified
person shall be entitled to be indemnified in respect of any loss, damage or
claim incurred by such indemnified person by reason of gross negligence (or, in
the case of the property trustee of a Radio One Trust, negligence), willful
misconduct or bad faith with respect to such acts or omissions. Each trust
agreement further provides that to the fullest extent permitted by applicable
law, expenses (including legal fees) incurred by an indemnified person in
defending any claim, demand, action, suit or the final disposition of such
claim, demand, action, suit or proceeding shall, from time to time, be advanced
by Radio One prior to the final disposition of such claim, demand, action, suit
or proceeding upon receipt by Radio One of an undertaking by or on behalf of
the indemnified person to repay such amount if it shall be determined that the
indemnified person is not entitled to be indemnified pursuant to the trust
agreement.

                                     II-4



Item 16. Exhibits.



Exhibit
Number                                              Description
- ------  ----------------------------------------------------------------------------------------------------
     
 1.1    Form of Underwriting Agreement.
 3.1    Amended and Restated Certificate of Incorporation of Radio One, Inc. (dated as of May 4, 2000) as
        filed with the State of Delaware on May 9, 2000 (incorporated by reference to Radio One's Quarterly
        Report on Form 10-Q for the period ended March 31, 2000 (File No. 000-25969; Film No. 631638)).
3.1.1   Certificate of Amendment (dated as of September 21, 2000) of the Amended and Restated Certificate of
        Incorporation of Radio One, Inc. (dated as of May 4, 2000), as filed with the State of Delaware on
        September 21, 2000 (incorporated by reference to Radio One's Current Report on Form 8-K filed
        October 6, 2000 (File No. 000-25969; Film No. 736375)).
 3.2    Amended and Restated By-laws of Radio One, Inc., amended as of June 5, 2001 (incorporated by
        reference to Radio One's Form 10-Q filed on August 14, 2001 (File No. 000-25969; Film
        No. 1714323)).
 3.3    Certificate Of Designations, Rights and Preferences of the 6 1/2% Convertible Preferred Securities
        Remarketable Term Income Deferrable Equity Securities (HIGH TIDES) of Radio One, Inc., as filed
        with the State of Delaware on July 13, 2000 (incorporated by reference to Radio One's Quarterly
        Report on Form 10-Q for the period ended June 30, 2000 (File No. 000-25969; Film No. 698190)).
 4.14   Indenture, dated as of May 18, 2001, between Radio One, Inc. and United States Trust Company of
        New York, as Trustee (incorporated by reference to Radio One's Registration Statement on Form S-4
        filed July 17, 2001 (File No. 333-65278; Film No. 1683373)).
4.14.1  First Supplemental Indenture, dated as of August 10, 2001, among Radio One, Inc., the Guaranteeing
        Subsidiaries and other Guarantors listed therein, and The Bank of New York (as successor to The
        United States Trust Company of New York), as trustee (incorporated by reference to Amendment
        No. 1, filed October 4, 2001, to Radio One's Registration Statement on Form S-4 (File No. 333-65278;
        Film No. 1752425)).
4.14.2  Second Supplemental Indenture, dated as of December 31, 2001, among Radio One, Inc., the
        Guaranteeing Subsidiaries and other Guarantors listed therein, and The Bank of New York (as
        successor to The United States Trust Company of New York), as trustee.
 4.15   Form of 8 7/8% Senior Subordinated Notes, due 2011 (incorporated by reference to Radio One's
        Registration Statement on Form S-4 filed July 17, 2001 (File No. 333-65278; Film No. 1683373)).
 4.17   Form of Senior Indenture.
 4.18   Form of Senior Debt Security (included in Form of Senior Indenture filed as Exhibit 4.17).
 4.19   Form of Subordinated Indenture.
 4.20   Form of Subordinated Debt Security (included in Form of Subordinated Indenture filed as
        Exhibit 4.19).
 4.21   Form of Junior Subordinated Indenture.
 4.22   Certificate of Trust of Radio One Trust I.
 4.23   Trust Agreement of Radio One Trust I.
 4.24   Certificate of Trust of Radio One Trust II.
 4.25   Trust Agreement of Radio One Trust II.
 4.26   Form of Amended and Restated Trust Agreement.
 4.27   Form of Preferred Securities Guarantee Agreement.
 4.28   Form of Preferred Securities Certificate (included in Form of Amended and Restated Trust Agreement
        filed as Exhibit 4.26).
 4.29   Form of Warrant Agreement.
 4.30   Form of Standard Stock Warrant Agreement Provisions.


                                     II-5





Exhibit
Number                                               Description
- ------  -----------------------------------------------------------------------------------------------------
     
 4.31   Form of Stock Purchase Contract Agreement.
 5.1    Opinion of Kirkland & Ellis regarding the legality of the securities being registered.
 5.2    Opinion of Richards, Layton & Finger, P.A. regarding the legality of the securities being registered.
 12.1   Statement setting forth computation of ratios.
 23.1   Consent of Kirkland & Ellis (included in Exhibit 5.1).
 23.2   Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
 23.3   Consent of Arthur Andersen LLP.
 23.4   Consent of PricewaterhouseCoopers, LLP
 23.5   Consent of Clark, Schaefer, Hackett & Co.
 24.1   Power of Attorney for Radio One, Inc. (included on the signature pages hereto).
 24.2   Power of Attorney for Radio One, as Sponsor, to sign the Registration Statement on behalf of Radio
        One Trust I (included in Exhibit 4.23).
 24.3   Power of Attorney for Radio One, as Sponsor, to sign the Registration Statement on behalf of Radio
        One Trust II (included in Exhibit 4.25).
 25.1   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for The Bank of New York (as
        successor to United States Trust Company of New York),as trustee under the Indenture.
 25.2   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as trustee under the Senior Indenture.
 25.3   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as trustee under the Subordinated Indenture.
 25.4   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as trustee under the Junior Subordinated Debenture Indenture.
 25.5   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as guarantee trustee under the Preferred Securities Guarantee Agreement for Radio One
        Trust I.
 25.6   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as guarantee trustee under the Preferred Securities Guarantee Agreement for Radio One
        Trust II.
 25.7   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as property trustee under the Amended and Restated Trust Agreement for Radio One Trust I.
 25.8   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as property trustee under the Amended and Restated Trust Agreement for Radio One
        Trust II.


Item 17. Undertakings.

   Each undersigned registrant hereby undertakes:

   (1) To file, during any period in which offers or sales are being made, a
       post-effective amendment to this registration statement:

      (a) to include any prospectus required by Section 10(a)(3) of the
          Securities Act;

      (b) to reflect in the prospectus any facts or events arising after the
          effective date of the registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set
          forth in the registration statement; provided, however, that
          notwithstanding the foregoing, any increase or decrease in volume of
          securities offered (if the total dollar value of securities offered
          would not exceed that which was registered) and any deviation from
          the low or high end of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the Securities and
          Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
          changes in volume and price represent no more than a 20% change in
          the maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration statement; and

                                     II-6



      (c) to include any material information with respect to the plan of
          distribution not previously disclosed in the registration statement
          or any material change to such information in the registration
          statement;
    provided, however, that clauses (1)(a) and (1)(b) do not apply if the
              information required to be included in a post-effective amendment
              by those clauses is contained in periodic reports filed with or
              furnished to the Securities and Exchange Commission by the
              registrant pursuant to Section 13 or Section 15(d) of the
              Exchange Act that are incorporated by reference in this
              registration statement.

   (2) That, for the purpose of determining any liability under the Securities
       Act, each post-effective amendment (whether or not containing a form of
       prospectus) shall be deemed to be a new registration statement relating
       to the securities offered therein, and the offering of such securities
       at that time shall be deemed to be the initial bona fide offering
       thereof.

   (3) To remove from registration by means of a post-effective amendment any
       of the securities being registered which remain unsold at the
       termination of the offering.

   (4) That, for the purpose of determining any liability under the Securities
       Act, each filing of the registrant's annual report pursuant to Section
       13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
       of an employee benefit plan's annual report pursuant to Section 15(d) of
       the Exchange Act) that is incorporated by reference in the registration
       statement shall be deemed to be a new registration statement relating to
       the securities offered therein, and the offering of such securities at
       that time shall be deemed to be the initial bona fide offering thereof.

   (5) That, for the purpose of determining any liability under the Securities
       Act, the information omitted from the form of prospectus filed as part
       of this registration statement in reliance upon Rule 430A and contained
       in a form of prospectus filed by the registrant pursuant to Rule
       424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
       be part of this registration statement as of the time it was declared
       effective.

   (6) If any of the securities are offered at a competitive bidding, (a) to
       use its best efforts to distribute prior to the opening of bids, to
       prospective bidders, underwriters, and dealers, a reasonable number of
       copies of a prospectus which at that time meets the requirements of
       Section 10(a) of the Securities Act, and relating to the securities
       offered at competitive bidding, as contained in the registration
       statement, together with any supplements thereto, and (b) to file an
       amendment to the registration statement reflecting the results of
       bidding, the terms of the reoffering and related matters to the extent
       required by the applicable form, not later than the first use,
       authorized by the issuer after the opening of bids, of a prospectus
       relating to the securities offered at competitive bidding, unless no
       further public offering of such securities by the issuer and no
       reoffering of such securities by the purchasers is proposed to be made.

   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


   Each undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Securities and Exchange Commission under Section
305(b)(2) of the Act.

                                     II-7



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, each
of the Registrants certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Lanham, Maryland, on January 29, 2002.

                                          RADIO ONE, INC.

                                          By: /s/ Alfred C. Liggins, III
                                            -----------------------------------

                                          Name: Alfred C. Liggins, III
                                          Title: President and Chief Executive
                                            Officer

                                          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 INDIANA, LLC
                                          RADIO ONE OF TEXAS I, LLC
                                          RADIO ONE OF TEXAS II, LLC
                                          SATELLITE ONE, L.L.C.

                                          By: /s/ Alfred C. Liggins, III
                                            -----------------------------------

                                          Name: Alfred C. Liggins, III
                                          Title: President and Chief Executive
                                            Officer

                                          RADIO ONE OF INDIANA, L.P.

                                          By: RADIO ONE, INC.,
                                              its general partner

                                          By: /s/ Alfred C. Liggins, III
                                            -----------------------------------

                                          Name: Alfred C. Liggins, III
                                          Title: President and Chief Executive
                                            Officer

                                          RADIO ONE OF TEXAS, L.P.

                                          By: RADIO ONE OF TEXAS I, LLC,
                                              its general partner

                                          By: /s/ Alfred C. Liggins, III
                                            -----------------------------------

                                          Name: Alfred C. Liggins, III
                                          Title: President and Chief Executive
                                            Officer

                                     II-8



                       POWER OF ATTORNEY AND SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons on the date and
in the capacity indicated. We, the undersigned officers and directors of
Registrants, hereby severally constitute and appoint Alfred C. Liggins, III,
Scott R. Royster and Linda J. Eckard Vilardo, and each of them singly, our true
and lawful attorneys, with full power to them and each of them singly, to sign
for us in our names in the capacities indicated below, all pre-effective and
post-effective amendments to this Registration Statement (or any other
registration statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act), and generally to do
all things in our names and on our behalf in such capacities to enable the
Registrants to comply with the provisions of the Securities Act, as amended,
and all requirements of the SEC.

                                  Registrants



        Signature                           Title(s)                         Date
        ---------                           --------                         ----
                                                                 

 /s/ Catherine L. Hughes   Chairperson of the Board of Directors /(1)/ January 29, 2002
- --------------------------
   Catherine L. Hughes

    /s/ Terry L. Jones     Director /(1)/                              January 29, 2002
- --------------------------
      Terry L. Jones

   /s/ Brian W. McNeill    Director /(1)/                              January 29, 2002
- --------------------------
     Brian W. McNeill

   /s/ Larry D. Marcus     Director /(2)/                              January 29, 2002
- --------------------------
     Larry D. Marcus

     /s/ L. Ross Love      Director /(3)/                              January 29, 2002
- --------------------------
       L. Ross Love

/s/ D. Geoffrey Armstrong  Director /(3)/                              January 29, 2002
- --------------------------
  D. Geoffrey Armstrong

/s/ Alfred C. Liggins, III Director /(1),/ President and Chief         January 29, 2002
- --------------------------   Executive Officer (Principal
  Alfred C. Liggins, III     Executive Officer)/ (4)/ and in the
                             capacity described below /(5)/

   /s/ Scott R. Royster    Executive Vice President and Chief          January 29, 2002
- --------------------------   Financial Officer (Principal
     Scott R. Royster        Financial and Accounting
                             Officer)/ (4)/

- --------
/(1)/ Radio One, Inc., Bell Broadcasting Company, Radio One of Boston, Inc.,
      Blue Chip Merger Subsidiary, Inc., and Blue Chip Broadcast Company.
/(2)/ Radio One, Inc., Radio One of Boston, Inc., Blue Chip Merger Subsidiary,
      Inc., and Blue Chip Broadcast Company.
/(3)/ Radio One, Inc.
/(4)/ All Registrants, other than the Radio One Trusts and the limited
      partnership Registrants.
/(5)/ For the Registrants that are limited liability companies or limited
      partnerships , Alfred C. Liggins, III is executing on behalf of such
      Registrants in the following capacity: (a) for each of Radio One
      Licenses, LLC, Radio One of Atlanta, LLC, Radio One of Charlotte, LLC,
      Radio One of Texas I, LLC, Radio One of Texas II, LLC and Satellite One,
      L.L.C., as President and Chief Executive Officer of Radio One, Inc., the
      sole member of each such limited liability company, (b) for Radio One of
      Detroit, LLC, as President and Chief Executive Officer of Bell
      Broadcasting Company, its sole member, (c) for ROA Licenses, LLC, as
      President and Chief Executive Officer of Radio One of Atlanta, LLC, its
      sole member, (d) for Radio One of Augusta, LLC and Charlotte
      Broadcasting, LLC, as President and Treasurer of Radio One of Charlotte,
      LLC, the sole member of each such limited liability company, (e) for
      Radio One of North Carolina, LLC, as President and Chief Executive
      Officer of Charlotte Broadcasting, LLC, its sole member, (f) for Radio
      One of Boston Licenses, LLC, as President and Chief Executive Officer of
      Radio One of Boston, Inc., its sole member, (g) for Blue Chip
      Broadcasting, Ltd., as President and Chief Executive Officer of Blue Chip
      Broadcast Company, its sole member, (h) for Blue Chip Broadcasting
      Licenses, Ltd., as President and Chief Executive Officer of Blue Chip
      Broadcasting, Ltd., its sole member, (i) for Blue Chip Broadcasting
      Licenses II, Ltd., as President and Chief Executive Officer of Blue Chip
      Merger Subsidiary, Inc., its sole member, (j) for Radio One of Indiana,
      L.P., as President and Chief Executive Officer of Radio One, Inc., its
      general partner, (k) for Radio One of Indiana, LLC, as President and
      Chief Executive Officer of Radio One, Inc., the general partner of Radio
      One of Indiana, L.P., its sole member, and (l) for Radio One of Texas,
      L.P., as President and Chief Executive Officer of Radio One of Texas I,
      LLC, its general partner.

                                     II-9



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
Radio One Trust I certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Lanham, Maryland, on January 29, 2002.

                                          RADIO ONE TRUST I

                                          By: Radio One, Inc., as Sponsor

                                          By: /S/ ALFRED C. LIGGINS, III
                                            ------------------------------------
                                          Name: Alfred C. Liggins, III
                                          Title: President and Chief Executive
                                            Officer

                                     II-10



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
Radio One Trust II certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Lanham, Maryland, on January 29, 2002.

                                          RADIO ONE TRUST II

                                          By: Radio One, Inc., as Sponsor

                                          By: /s/ Alfred C. Liggins, III
                                            ------------------------------------
                                          Name: Alfred C. Liggins, III
                                          Title: President and Chief Executive
                                            Officer

                                     II-11



                                 EXHIBIT INDEX



Exhibit
Number                                               Description
- ------- -----------------------------------------------------------------------------------------------------
     
 1.1    Form of Underwriting Agreement.
 3.1    Amended and Restated Certificate of Incorporation of Radio One, Inc. (dated as of May 4, 2000) as
        filed with the State of Delaware on May 9, 2000 (incorporated by reference to Radio One's
        Quarterly Report on Form 10-Q for the period ended March 31, 2000 (File No. 000-25969; Film No.
        631638)).
 3.1.1  Certificate of Amendment (dated as of September 21, 2000) of the Amended and Restated
        Certificate of Incorporation of Radio One, Inc. (dated as of May 4, 2000), as filed with the State of
        Delaware on September 21, 2000 (incorporated by reference to Radio One's Current Report on Form
        8-K filed October 6, 2000 (File No. 000-25969; Film No. 736375)).
 3.2    Amended and Restated By-laws of Radio One, Inc., amended as of June 5, 2001 (incorporated by
        reference to Radio One's Form 10-Q filed on August 14, 2001 (File No. 000-25969; Film
        No. 1714323)).
 3.3    Certificate Of Designations, Rights and Preferences of the 6 1/2% Convertible Preferred Securities
        Remarketable Term Income Deferrable Equity Securities (HIGH TIDES) of Radio One, Inc., as filed
        with the State of Delaware on July 13, 2000 (incorporated by reference to Radio One's Quarterly
        Report on Form 10-Q for the period ended June 30, 2000 (File No. 000-25969; Film No. 698190)).
 4.14   Indenture, dated as of May 18, 2001, between Radio One, Inc. and United States Trust Company of
        New York, as Trustee (incorporated by reference to Radio One's Registration Statement on Form
        S-4 filed July 17, 2001 (File No. 333-65278; Film No. 1683373)).
 4.14.1 First Supplemental Indenture, dated as of August 10, 2001, among Radio One, Inc., the Guaranteeing
        Subsidiaries and other Guarantors listed therein, and The Bank of New York (as successor to The
        United States Trust Company of New York), as trustee (incorporated by reference to Amendment
        No. 1, filed October 4, 2001, to Radio One's Registration Statement on Form S-4 (File No. 333-
        65278; Film No. 1752425)).
 4.14.2 Second Supplemental Indenture, dated as of December 31, 2001, among Radio One, Inc., the
        Guaranteeing Subsidiaries and other Guarantors listed therein, and The Bank of New York (as
        successor to The United States Trust Company of New York), as trustee.
 4.15   Form of 8 7/8% Senior Subordinated Notes, due 2011 (incorporated by reference to Radio One's
        Registration Statement on Form S-4 filed July 17, 2001 (File No. 333-65278; Film No. 1683373)).
 4.17   Form of Senior Indenture.
 4.18   Form of Senior Debt Security (included in Form of Senior Indenture filed as Exhibit 4.17).
 4.19   Form of Subordinated Indenture.
 4.20   Form of Subordinated Debt Security (included in Form of Subordinated Indenture filed as Exhibit
        4.19).
 4.21   Form of Junior Subordinated Indenture.
 4.22   Certificate of Trust of Radio One Trust I.
 4.23   Trust Agreement of Radio One Trust I.
 4.24   Certificate of Trust of Radio One Trust II.
 4.25   Trust Agreement of Radio One Trust II.
 4.26   Form of Amended and Restated Trust Agreement.
 4.27   Form of Preferred Securities Guarantee Agreement.
 4.28   Form of Preferred Securities Certificate (included in Form of Amended and Restated Trust
        Agreement filed as Exhibit 4.26).






Exhibit
Number                                               Description
- ------- -----------------------------------------------------------------------------------------------------
     
  4.29  Form of Warrant Agreement.
  4.30  Form of Standard Stock Warrant Agreement Provisions.
  4.31  Form of Stock Purchase Contract Agreement.
  5.1   Opinion of Kirkland & Ellis regarding the legality of the securities being registered.
  5.2   Opinion of Richards, Layton & Finger, P.A. regarding the legality of the securities being registered.
 12.1   Statement setting forth computation of ratios.
 23.1   Consent of Kirkland & Ellis (included in Exhibit 5.1).
 23.2   Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
 23.3   Consent of Arthur Andersen LLP.
 23.4   Consent of PricewaterhouseCoopers, LLP
 23.5   Consent of Clark, Schaefer, Hackett & Co.
 24.1   Power of Attorney for Radio One, Inc. (included on the signature pages hereto).
 24.2   Power of Attorney for Radio One, as Sponsor, to sign the Registration Statement on behalf of Radio
        One Trust I (included in Exhibit 4.23).
 24.3   Power of Attorney for Radio One, as Sponsor, to sign the Registration Statement on behalf of Radio
        One Trust II (included in Exhibit 4.25).
 25.1   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for The Bank of New York
        (as successor to United States Trust Company of New York), as trustee under the Indenture.
 25.2   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as trustee under the Senior Indenture.
 25.3   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as trustee under the Subordinated Indenture.
 25.4   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as trustee under the Junior Subordinated Debenture Indenture.
 25.5   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as guarantee trustee under the Preferred Securities Guarantee Agreement for Radio One
        Trust I.
 25.6   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as guarantee trustee under the Preferred Securities Guarantee Agreement for Radio One
        Trust II.
 25.7   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as property trustee under the Amended and Restated Trust Agreement for Radio One
        Trust I.
 25.8   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 for Wilmington Trust
        Company, as property trustee under the Amended and Restated Trust Agreement for Radio One
        Trust II.

EX-1.1

                                                                     EXHIBIT 1.1

                                 RADIO ONE, INC.

                               RADIO ONE TRUST I*
                               RADIO ONE TRUST II*

                         FORM OF UNDERWRITING AGREEMENT
                         ------------------------------

         1. Introductory. Radio One, Inc.*, a Delaware corporation ("Company"),
proposes to issue and sell from time to time certain of its unsecured debt
securities, preferred stock and Class D Common Stock, par value $.001 per share,
of the Company ("Common Stock"), warrants, stock purchase contracts, stock
purchase units and trust preferred securities (the "Trust Preferred Securities")
registered under the registration statement referred to in Section 2(a)
("Registered Securities"). The Registered Securities constituting debt
securities will be issued under one or more of the following indentures as
follows: (i) the 8 7/8% Senior Subordinated Notes due 2011, by and among the
Company, its guarantee subsidiaries and The Bank of New York, as trustee, as
amended by that First Supplemental Indenture dated August 10, 2001 and Second
Supplemental Indenture dated December 31, 2001 (the "8 7/8% Indenture"); (ii)
the form of new senior debt indenture, between the Company and Wilmington Trust
Company (the "Senior Debt Indenture"); (iii) the form of new subordinated debt
indenture, between the Company and Wilmington Trust Company (the "Subordinated
Debt Indenture"); and (iv) the form of new junior subordinated debenture
indenture, between the Company and Wilmington Trust Company (the "Junior
Subordinated Indenture"), each of the 8 7/8% Indenture, the Senior Debt
Indenture, the Subordinated Debt Indenture and the Junior Subordinated
Indenture, (an "Indenture"), in one or more series, which series may vary as to
interest rates, maturities, redemption provisions, selling prices and other
terms. The Registered Securities constituting preferred stock may be issued in
one or more series, which series may vary as to dividend rates, redemption
provisions, selling prices and other terms. Particular series or offerings of
Registered Securities will be sold pursuant to a Terms Agreement referred to in
Section 3, for resale in accordance with the terms of offering determined at the
time of sale.

         The Registered Securities involved in any such offering are hereinafter
referred to as the "Offered Securities". The firm or firms which agree to
purchase the Offered Securities are hereinafter referred to as the
"Underwriters" of such securities, and the representative or representatives of
the Underwriters, if any, specified in a Terms Agreement referred to in Section
3 are hereinafter referred to as the "Representatives"; provided, however, that
if the Terms Agreement does not specify any representative of the Underwriters,
the term "Representatives", as used in this Agreement (other than in Sections
2(b), 5(e) and 6 and the second sentence of Section 3), shall mean the
Underwriters.

         2. Representations and Warranties of the Company [and the Radio One
Trusts]. The Company [and the Radio One Trusts, jointly and severally,] as of
the date of each Terms Agreement referred to in Section 3, represents and
warrants to, and agrees with, each Underwriter that:

__________________
* If any trust preferred securities are issued, then Radio One Trust I, a
Delaware statutory business trust, and/or Radio One Trust II, a Delaware
statutory business trust, as the case may be (together, the "Radio One Trusts"),
shall be added as a party (or parties) to the final Underwriting Agreement. The
bracketed language in this form of Underwriting Agreement will be included if
both Radio One Trusts are parties to the final Underwriting Agreement. If only
one of the Radio One Trusts is a party, the bracketed language will be modified
appropriately.


                                       1



             (a) A registration statement (No. 333- ), including two
         prospectuses, relating to the Registered Securities has been filed with
         the Securities and Exchange Commission ("Commission") and has become
         effective. Such registration statement, as amended at the time of any
         Terms Agreement referred to in Section 3, is hereinafter referred to as
         the "Registration Statement", and the prospectuses included in such
         Registration Statement, as supplemented as contemplated by Section 3 to
         reflect the terms of the Offered Securities (if they are debt
         securities or preferred stock [or Trust Preferred Securities]) and the
         terms of the offering of the Offered Securities, as first filed with
         the Commission pursuant to and in accordance with Rule 424(b) ("Rule
         424(b)") under the Securities Act of 1933 ("Act"), including all
         material incorporated by reference therein, are hereinafter referred to
         as the "Prospectus". No document has been or will be prepared or
         distributed in reliance on Rule 434 under the Act.

             (b) On the effective date of the Registration Statement relating to
         the Registered Securities, such registration statement conformed in all
         respects to the requirements of the Act, the Trust Indenture Act of
         1939 ("Trust Indenture Act") and the rules and regulations of the
         Commission ("Rules and Regulations") and did not include any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and on the date of each Terms Agreement
         referred to in Section 3, the Registration Statement and the Prospectus
         will conform in all respects to the requirements of the Act, the Trust
         Indenture Act and the Rules and Regulations, and neither of such
         documents will include any untrue statement of a material fact or omit
         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading, except that the
         foregoing does not apply to statements in or omissions from any of such
         documents based upon written information furnished to the Company by
         any Underwriter through the Representatives, if any, specifically for
         use therein.

             (c) The Company has been duly incorporated and is an existing
         corporation in good standing under the laws of the State of Delaware,
         with power and authority (corporate and other) to own its properties
         and conduct its business as described in the Prospectus, [to hold the
         common securities of the Radio One Trusts (the "Trust Common
         Securities"), to issue, deliver and perform its obligations under the
         Trust Agreements (as defined below)]; and the Company is duly qualified
         to do business as a foreign corporation in good standing in all other
         jurisdictions in which its ownership or lease of property or the
         conduct of its business requires such qualification, except where the
         failure to so qualify would not have, individually or in the aggregate,
         a material adverse effect on the condition (financial or other),
         business, properties or results of operations of the Company and its
         subsidiaries taken as a whole ("Material Adverse Effect").

             (d) Each subsidiary of the Company has been duly incorporated or
         organized and is an existing corporation (or other entity) in good
         standing under the laws of the jurisdiction of its incorporation or
         organization, with power and authority (corporate and other) to own
         its properties and conduct its business as described in the
         Prospectus; and each subsidiary of the Company is duly qualified to do
         business as a foreign corporation (or other entity) in good standing
         in all other jurisdictions in which its ownership or lease of property
         or the conduct of its business requires such qualification, except
         where the failure to so qualify would not have a Material Adverse
         Effect; all of the issued and outstanding capital stock (or other
         equity interests) of each subsidiary of the Company has been duly
         authorized and validly issued and is fully paid and nonassessable (if
         applicable); and, except as disclosed in the Prospectus, the capital
         stock (or other equity interests) of each subsidiary owned by the
         Company, directly or through subsidiaries, is owned free from liens,
         encumbrances and defects.

             [(e) Each of the Radio One Trusts has been duly created and is
         validly existing as a statutory business trust in good standing under
         the Business Trust Act of the State of Delaware (the "Delaware Business
         Trust Act") with trust power and authority to own property and conduct
         its


                                       2



         business as described in the Prospectus; each of the Radio One Trusts
         has conducted and will conduct no business other than the transactions
         contemplated by this Agreement and as described in the Prospectus; each
         of the Radio One Trusts is not a party to or bound by any agreement or
         instrument other than this Agreement, the applicable Amended and
         Restated Trust Agreement dated as of _________ (the "Trust Agreement")
         among the Company, Wilmington Trust Company, as property trustee (the
         "Property Trustee"), Wilmington Trust Company, as Delaware trustee (the
         "Delaware Trustee") and the individuals named therein as the
         administrative trustees (the "Administrative Trustees"), and the
         holders, from time to time, of undivided beneficial ownership interests
         in the assets of the Radio One Trust, and the agreements and
         instruments contemplated by the Trust Agreement and described in the
         Prospectus; each of the Radio One Trusts has no liabilities or
         obligations other than those arising out of the transactions
         contemplated by this Agreement and the Trust Agreements described in
         the Prospectus; each of the Radio One Trusts is not a party or subject
         to any action, suit or proceeding of any nature; each of the Radio One
         Trusts is and will, under current law, be classified for United States
         federal income tax purposes as a grantor trust and not as an
         association taxable as a corporation; each of the Radio One Trusts does
         not have any consolidated or unconsolidated subsidiaries; each of the
         Radio One Trusts is and will be treated as a consolidated subsidiary of
         the Company pursuant to generally accepted accounting principles; and
         each of the Radio One Trusts is not required to be authorized to do
         business in any jurisdiction other than the State of Delaware.]

             [(f) Each of the Trust Agreements has been duly authorized, and
         when executed and delivered by the Company, as Sponsor, and the
         Administrative Trustees, and, assuming due authorization, execution and
         delivery of the Trust Agreements by the Property Trustee and the
         Delaware Trustee, will constitute a valid and legally binding
         obligation of the Company and the Administrative Trustees, enforceable
         against the Company and the Administrative Trustees in accordance with
         its terms, subject to the effects of bankruptcy, insolvency, fraudulent
         conveyance and transfer, reorganization, moratorium and other similar
         laws of general applicability relating to or affecting creditors'
         rights and to general equitable principles (collectively, the
         "Bankruptcy Exceptions"), and will conform to the description thereof
         contained in the Prospectus. Each of the Administrative Trustees
         currently is an employee of the Company and has been duly authorized by
         the Company to serve in such capacity and to execute and deliver the
         Trust Agreements.]

             [(g) Each of the Trust Preferred Securities Guarantee Agreements
         (the "Guarantee Agreements") between the Company and Wilmington Trust
         Company, as guarantee trustee (the "Guarantee Trustee"), has been duly
         authorized, executed and delivered by the Company, and, assuming due
         authorization, execution and delivery thereof by the Guarantee Trustee,
         will constitute a valid and legally binding obligation of the Company,
         enforceable against the Company in accordance with its terms, subject
         to the Bankruptcy Exceptions, and will conform to the description
         thereof contained in the Prospectus.]

             (h) If the Offered Securities are debt securities: the applicable
         Indenture has been duly authorized and has been duly qualified under
         the Trust Indenture Act; the Offered Securities have been duly
         authorized; and when the Offered Securities are delivered and paid for
         pursuant to the Terms Agreement on the Closing Date (as defined below)
         or pursuant to Delayed Delivery Contracts (as hereinafter defined), the
         applicable Indenture will have been duly executed and delivered, such
         Offered Securities will have been duly executed, authenticated, issued
         and delivered and will conform to the description thereof contained in
         the Prospectus and the applicable Indenture and such Offered Securities
         will constitute valid and legally binding obligations of the Company,
         enforceable in accordance with their terms, subject to the Bankruptcy
         Exceptions.


                                       3



             (i)  If the Offered Securities are preferred stock: the Offered
         Securities have been duly authorized and, when the Offered Securities
         have been delivered and paid for in accordance with the Terms Agreement
         on the Closing Date, such Offered Securities will have been validly
         issued, fully paid and nonassessable and will conform to the
         description thereof contained in the Prospectus; and the stockholders
         of the Company have no preemptive rights with respect to the Offered
         Securities.

             (j)  If the Offered Securities are Common Stock: the Offered
         Securities and all other outstanding shares of capital stock of the
         Company have been duly authorized; all outstanding shares of capital
         stock of the Company are, and, when the Offered Securities have been
         delivered and paid for in accordance with the Terms Agreement on the
         Closing Date, such Offered Securities will have been, validly issued,
         fully paid and nonassessable and will conform to the description
         thereof contained in the Prospectus; and the stockholders of the
         Company have no preemptive rights with respect to its Common Stock.

             (k)  If the Offered Securities are convertible: when the Offered
         Securities are delivered and paid for pursuant to the Terms Agreement
         on the Closing Date, such Offered Securities will be convertible into
         Common Stock in accordance with their terms (if the Offered Securities
         are preferred stock) or the applicable Indenture (if the Offered
         Securities are debt securities); the shares of Common Stock initially
         issuable upon conversion of such Offered Securities have been duly
         authorized and reserved for issuance upon such conversion and, when
         issued upon such conversion, will be validly issued, fully paid and
         nonassessable; the outstanding shares of Common Stock have been duly
         authorized and validly issued, are fully paid and nonassessable and
         conform to the description thereof contained in the Prospectus; and the
         stockholders of the Company have no preemptive rights with respect to
         the Common Stock.

             [(l) If the Offered Securities are Trust Preferred Securities:

                           (i)   The Trust Common Securities have been duly
                  authorized by the Trust Agreement and, when issued and
                  delivered by the applicable Radio One Trust to the Company
                  against payment therefor as described in the Prospectus, will
                  be validly issued and, subject to the terms of the Trust
                  Agreement, fully paid and non-assessable undivided beneficial
                  interests in the assets of the applicable Radio One Trust and
                  will conform in all material respects to the description
                  thereof contained in the Prospectus. The issuance of the Trust
                  Common Securities is not subject to preemptive or other
                  similar rights. At the Closing Date all of the issued and
                  outstanding Trust Common Securities of the applicable Radio
                  One Trust will be directly owned by the Company free and clear
                  of any security interest, mortgage, pledge, lien, claim,
                  encumbrance or equitable right.

                           (ii)  The Trust Preferred Securities have been duly
                  authorized by the Trust Agreement and, when issued and
                  delivered against payment therefor as provided herein, will be
                  validly issued and, subject to the terms of the Trust
                  Agreement, fully paid and non-assessable undivided beneficial
                  interests in the assets of the applicable Radio One Trust and
                  will conform in all material respects to the description
                  thereof contained in the Prospectus. The issuance of the Trust
                  Preferred Securities will not be subject to preemptive or
                  other similar rights.

                           (iii) The junior subordinated debentures (the "Junior
                     Subordinated Debentures") have been duly authorized by the
                  Company and, at the Closing, will have been duly executed by
                  the Company and, when authenticated in the manner provided for
                  in the Indenture and delivered against payment therefor as
                  described in the Prospectus, will constitute valid and binding
                  obligations of the Company, enforceable against the


                                       4



                 Company in accordance with their terms, subject to the
                 Bankruptcy Exceptions; and the Junior Subordinated Debentures
                 will be in the forms contemplated by, and entitled to the
                 benefits of, the Junior Subordinated Indenture and will
                 conform in all material respects to the descriptions thereof
                 in the Prospectus.]

             (m) If the Offered Securities are Common Stock or are convertible
         into Common Stock: except as disclosed in the Prospectus, there are no
         contracts, agreements or understandings between the Company and any
         person that would give rise to a valid claim against the Company or any
         Underwriter for a brokerage commission, finder's fee or other like
         payment.

             (n) If the Offered Securities are Common Stock or are convertible
         into Common Stock: except as disclosed in the Prospectus and except for
         the Registration Rights Agreement dated as of February 7, 2001 by and
         among the Company and the Stockholders (as defined therein) and except
         as disclosed on Schedule 2(m) attached hereto, there are no contracts,
         agreements or understandings between the Company and any person
         granting such person the right to require the Company to file a
         registration statement under the Act with respect to any Common Stock
         or convertible security of the Company owned or to be owned by such
         person or to require the Company to include such Common Stock or
         convertible security in the securities registered pursuant to the
         Registration Statement or in any Common Stock or convertible security
         being registered pursuant to any other registration statement filed by
         the Company under the Act.

             (o) No consent, approval, authorization, or order of, or filing
         with, any governmental agency or body including, without limitation,
         the Federal Communications Commission ("FCC") or any court or other
         person is required to be obtained or made by the Company [or the Radio
         One Trusts] for the execution and delivery of this Agreement and
         consummation of the transactions contemplated by the Terms Agreement
         (including the provisions of this Agreement), in connection with the
         issuance and sale of the Offered Securities by the Company, except such
         as have been obtained and made under the Act and, if the Offered
         Securities are debt securities, the Trust Indenture Act and such as may
         be required under state securities laws.

             (p) The execution, delivery and performance of the applicable
         Indenture (if the Offered Securities are debt securities), the Terms
         Agreement (including the provisions of this Agreement), [the Trust
         Agreements, the Guarantee Agreements], and any Delayed Delivery
         Contracts, and [the issuance of Trust Common Securities and Trust
         Preferred Securities by each of the Radio One Trusts, the issuance of
         the Junior Subordinated Debentures by the Company,] the issuance and
         sale of the Offered Securities and, if the Offered Securities are debt
         securities or preferred stock [or Trust Preferred Securities],
         compliance with the terms and provisions thereof will not result in a
         breach or violation of any of the terms and provisions of, or
         constitute a default under, any statute, any rule, regulation or order
         of any governmental agency or body (including, without limitation, any
         order of the FCC published or otherwise known to the Company) or any
         court, domestic or foreign, having jurisdiction over the Company [or
         the Radio One Trusts] or any subsidiary of the Company [or the Radio
         One Trusts] or any of their properties, or any agreement or instrument
         to which the Company [or the Radio One Trusts] or any such subsidiary
         is a party or by which the Company [or the Radio One Trusts] or any
         such subsidiary is bound or to which any of the properties of the
         Company [or the Radio One Trusts] or any such subsidiary is subject, or
         the charter or by-laws of the Company or any such subsidiary [or the
         Trust Agreements], and the Company [and the Radio One Trusts have]
         [has] full power and authority to authorize, issue and sell the Offered
         Securities as contemplated by the Terms Agreement (including the
         provisions of this Agreement). [Each of the Radio One Trusts has full
         power and authority to authorize, issue and sell the Trust Common
         Securities and the Trust Preferred Securities, and the Company has full
         power and authority to authorize, issue and sell the Junior
         Subordinated Debentures.]


                                       5



             (q) The Terms Agreement (including the provisions of this
         Agreement) has been duly authorized, executed and delivered by the
         Company [and the Radio One Trusts] and, if the Offered Securities are
         debt securities or preferred stock, any Delayed Delivery Contracts have
         been duly authorized, executed and delivered by the Company.

             (r) Except as disclosed in the Prospectus, the Company, [and] its
         subsidiaries [and the Radio One Trusts] have good and marketable title
         to all real properties and all other properties and assets owned by
         them, in each case free from liens, encumbrances and defects that would
         materially affect the value thereof or materially interfere with the
         use made or to be made thereof by them; and except as disclosed in the
         Prospectus, the Company, [and] its subsidiaries [and the Radio One
         Trusts] hold any leased real or personal property under valid and
         enforceable leases with no exceptions that would materially interfere
         with the use made or to be made thereof by them.

             (s) The Company and its subsidiaries possess adequate certificates,
         authorities or permits and hold all necessary licenses issued by
         appropriate governmental agencies or bodies (including, without
         limitation, licenses issued by the FCC) necessary to conduct the
         business now operated by them and have not received any notice of
         proceedings relating to the revocation or modification of any such
         certificate, authority, permit or license that, if determined adversely
         to the Company or any of its subsidiaries, would have a Material
         Adverse Effect. Neither the Company nor any of its subsidiaries is in
         violation of any material requirement of any Federal Communications Law
         or any published order of any court or administrative agency or
         authority relating thereto, where such violation, individually, or in
         the aggregate would have a Material Adverse Effect or would result in a
         revocation, or non-renewal of, any of the main commercial radio station
         licenses issued by the FCC and held by the Company and the identified
         subsidiaries as specified in Attachment I to the Terms Agreement (the
         "FCC Licenses"), other than as disclosed in the Registration Statement
         or Prospectus.

             (t) No labor dispute with the employees of the Company or any
         subsidiary exists or, to the knowledge of the Company, is imminent that
         might have a Material Adverse Effect.

             (u) The Company and its subsidiaries own, possess or can acquire on
         reasonable terms, adequate trademarks, trade names and other rights to
         inventions, know-how, patents, copyrights, confidential information and
         other intellectual property (collectively, "intellectual property
         rights") necessary to conduct the business now operated by them, or
         presently employed by them, and have not received any notice of
         infringement of or conflict with asserted rights of others with respect
         to any intellectual property rights that, if determined adversely to
         the Company or any of its subsidiaries, would individually or in the
         aggregate have a Material Adverse Effect.

             (v) Each of the Company, [and] its subsidiaries [and the Radio One
         Trusts] has filed all necessary federal, state, local and foreign
         income and franchise tax returns that are required to be filed, except
         where the failure to file such returns would not have a Material
         Adverse Effect and each of the Company, [and] its subsidiaries [and the
         Radio One Trusts] has paid all taxes shown as due thereon, except for
         any assessment, fine or penalty that is currently being contested in
         good faith and for which adequate reserves have been provided or as
         described in the Prospectus.

             (w) Except as disclosed in the Prospectus, the Company, [and] its
         subsidiaries [and the Radio One Trusts] are not in violation of any
         statute, any rule, regulation, decision or order of any governmental
         agency or body or any court, domestic or foreign, relating to the use,
         disposal or release of hazardous or toxic substances or relating to the
         protection or restoration of the environment or human exposure to
         hazardous or toxic substances (collectively, "environmental laws"), do
         not own


                                       6



         or operate any real property contaminated with any substance that is
         subject to any environmental laws, are not liable for any off-site
         disposal or contamination pursuant to any environmental laws, or are
         not subject to any claim relating to any environmental laws, which
         violation, contamination, liability or claim would individually or in
         the aggregate have a Material Adverse Effect; and the Company is not
         aware of any pending investigation which might lead to such a claim.

             (x)  Except as disclosed in the Prospectus, there are no pending
         actions, suits or proceedings, inquiries or investigations before or
         brought by any court or governmental agency or body (including without
         limitation, the FCC) against or affecting the Company, any of its
         subsidiaries[, the Radio One Trusts] or any of their respective
         properties that, if determined adversely to the Company, [or] any of
         its subsidiaries [or the Radio One Trusts], would individually or in
         the aggregate have a Material Adverse Effect, would result in the
         revocation or non-renewal of any of the FCC Licenses or would
         materially and adversely affect the ability of the Company [or the
         Radio One Trusts] to perform their obligations under the applicable
         Indenture (if the Offered Securities are debt securities), the Terms
         Agreement (including the provisions of this Agreement), [the Trust
         Agreements, the Guarantee Agreements] or any Delayed Delivery
         Contracts, or which are otherwise material in the context of the sale
         of the Offered Securities; and no such actions, suits or proceedings
         are threatened or, to the Company's knowledge [or the Radio One Trusts'
         knowledge], contemplated.

             (y)  The financial statements included in the Registration
         Statement and Prospectus present fairly the financial position of the
         Company and its consolidated subsidiaries as of the dates shown and
         their results of operations and cash flows for the periods shown, and
         such financial statements have been prepared in conformity with the
         generally accepted accounting principles in the United States applied
         on a consistent basis; any schedules included in the Registration
         Statement present fairly the information required to be stated therein;
         and if pro forma financial statements are included in the Registration
         Statement and Prospectus: the assumptions used in preparing the pro
         forma financial statements included in the Registration Statement and
         the Prospectus provide a reasonable basis for presenting the
         significant effects directly attributable to the transactions or events
         described therein, the related pro forma adjustments give appropriate
         effect to those assumptions, and the pro forma columns therein reflect
         the proper application of those adjustments to the corresponding
         historical financial statement amounts.

             (z)  Except as disclosed in the Prospectus, since the date of the
         latest audited financial statements included in the Prospectus there
         has been no material adverse change, nor any development or event
         involving a prospective material adverse change, in the condition
         (financial or other), business, properties or results of operations of
         the Company and its subsidiaries taken as a whole, and, except as
         disclosed in or contemplated by the Prospectus, there has been no
         dividend or distribution of any kind declared, paid or made by the
         Company on any class of its capital stock.

             (aa) The Company [and each Radio One Trust] is not and, after
         giving effect to the offering and sale of the Offered Securities and
         the application of the proceeds thereof as described in the Prospectus,
         will not be an "investment company" as defined in the Investment
         Company Act of 1940.

             (bb) Each of the Company, [and] its subsidiaries [and the Radio One
         Trusts] (i) make and keep accurate books and records and (ii) maintain
         internal accounting controls that provide reasonable assurance that (A)
         transactions are executed in accordance with management's
         authorization, (B) transactions are recorded as necessary to permit
         preparation of its financial statements and to maintain profitability
         for its assets, (C) access to its assets is permitted only in
         accordance with management's authorization and (D) the reported
         accountability for its assets is compared with existing assets at
         reasonable intervals.


                                       7



             (cc) The Company and each of its subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts as are prudent and customary in the
         businesses in which they are engaged; neither the Company nor any such
         subsidiary has been refused any insurance coverage sought or applied
         for; and neither the Company nor any such subsidiary has any reason to
         believe that it will not be able to renew its existing insurance
         coverage as and when such coverage expires or to obtain similar
         coverage from similar insurers as may be necessary to continue its
         business at a cost that would not reasonably be expected to have a
         Material Adverse Effect, except as described in or contemplated by the
         Prospectus (or, if the Prospectus is not in existence, the most recent
         Preliminary Prospectus).

         3. Purchase and Offering of Offered Securities. The obligation of the
Underwriters to purchase the Offered Securities will be evidenced by an
agreement or exchange of other written communications ("Terms Agreement") at the
time the Company determines to sell the Offered Securities. The Terms Agreement
will incorporate by reference the provisions of this Agreement, except as
otherwise provided therein, and will specify the firm or firms which will be
Underwriters, the names of any Representatives, the principal amount or number
of shares to be purchased by each Underwriter, any redemption provisions and any
sinking fund requirements and whether any of the Offered Securities may be sold
to institutional investors pursuant to Delayed Delivery Contracts (as defined
below), the purchase price to be paid by the Underwriters and (if the Offered
Securities are debt securities or preferred stock [or Trust Preferred
Securities]) the terms of the Offered Securities not already specified (in the
applicable Indenture, in the case of Offered Securities that are debt
securities), including, but not limited to, interest rate (if debt securities),
dividend rate (if preferred stock), maturity (if debt securities), any
redemption provisions and any sinking fund requirements and whether any of the
Offered Securities may be sold to institutional investors pursuant to Delayed
Delivery Contracts (as defined below). The Terms Agreement will also specify the
time and date of delivery and payment (such time and date, or such other time
not later than seven full business days thereafter as the Underwriter first
named in the Terms Agreement (the "Lead Underwriter") and the Company agree as
the time for payment and delivery, being herein and in the Terms Agreement
referred to as the "Closing Date"), the place of delivery and payment and any
details of the terms of offering that should be reflected in the prospectus
supplement relating to the offering of the Offered Securities. For purposes of
Rule 15c6-1 under the Securities Exchange Act of 1934, the Closing Date (if
later than the otherwise applicable settlement date) shall be the date for
payment of funds and delivery of securities for all the Offered Securities sold
pursuant to the offering, other than Contract Securities for which payment of
funds and delivery of securities shall be as hereinafter provided. The
obligations of the Underwriters to purchase the Offered Securities will be
several and not joint. It is understood that the Underwriters propose to offer
the Offered Securities for sale as set forth in the Prospectus.

         If the Terms Agreement provides for sales of Offered Securities
pursuant to delayed delivery contracts, the Company authorizes the Underwriters
to solicit offers to purchase Offered Securities pursuant to delayed delivery
contracts substantially in the form of Annex I attached hereto ("Delayed
Delivery Contracts") with such changes therein as the Company may authorize or
approve. Delayed Delivery Contracts are to be with institutional investors,
including commercial and savings banks, insurance companies, pension funds,
investment companies and educational and charitable institutions. On the Closing
Date the Company will pay, as compensation, to the Representatives for the
accounts of the Underwriters, the fee set forth in such Terms Agreement in
respect of the principal amount or number of shares of Offered Securities to be
sold pursuant to Delayed Delivery Contracts ("Contract Securities"). The
Underwriters will not have any responsibility in respect of the validity or the
performance of Delayed Delivery Contracts. If the Company executes and delivers
Delayed Delivery Contracts, the Contract Securities will be deducted from the
Offered Securities to be purchased by the several Underwriters and the aggregate
principal amount or number of shares of Offered Securities to be purchased by
each Underwriter will be reduced pro rata in proportion to the principal amount
or number of shares of Offered Securities set forth opposite each Underwriter's
name in such Terms Agreement, except to the extent that the Lead Underwriter
determines that such reduction shall be otherwise than pro rata and so advise
the Company. The Company will advise the Lead Underwriter not later


                                       8



than the business day prior to the Closing Date of the principal amount or
number of shares of Contract Securities.

         If the Offered Securities are debt securities and the Terms Agreement
specifies "Book-Entry Only" settlement or otherwise states that the provisions
of this paragraph shall apply, the Company will deliver against payment of the
purchase price the Offered Securities in the form of one or more permanent
global securities in definitive form (the "Global Securities") deposited with
the Trustee as custodian for The Depository Trust Company ("DTC") and registered
in the name of Cede & Co., as nominee for DTC. Interests in any permanent global
securities will be held only in book-entry form through DTC, except in the
limited circumstances described in the Prospectus. Payment for the Offered
Securities shall be made by the Underwriters in Federal (same day) funds by
official check or checks or wire transfer to an account previously designated by
the Company at a bank acceptable to the Lead Underwriter, in each case drawn to
the order of ______ at the place of payment specified in the Terms Agreement on
the Closing Date, against delivery to the Trustee as custodian for DTC of the
Global Securities representing all of the Offered Securities.

         4.  Certain Agreements of the Company [and the Radio One Trusts]. The
Company [and the Radio One Trusts, jointly and severally] agree[s] with the
several Underwriters that it will furnish to counsel for the Underwriters, one
signed copy of the Registration Statement relating to the Registered Securities,
including all exhibits, in the form it became effective and of all amendments
thereto and that, in connection with each offering of Offered Securities:

             (a) The Company [and the Radio One Trusts] will file the Prospectus
         with the Commission pursuant to and in accordance with Rule 424(b)(2)
         (or, if applicable and if consented to by the Lead Underwriter,
         subparagraph (5)) not later than the second business day following the
         execution and delivery of the Terms Agreement.

             (b) The Company [and the Radio One Trusts] will advise the Lead
         Underwriter promptly of any proposal to amend or supplement the
         Registration Statement or the Prospectus and will afford the Lead
         Underwriter a reasonable opportunity to comment on any such proposed
         amendment or supplement; and the Company [and the Radio One Trusts]
         will also advise the Lead Underwriter promptly of the filing of any
         such amendment or supplement and of the institution by the Commission
         of any stop order proceedings in respect of the Registration Statement
         or of any part thereof and will use its best efforts to prevent the
         issuance of any such stop order and to obtain as soon as possible its
         lifting, if issued.

             (c) If, at any time when a prospectus relating to the Offered
         Securities is required to be delivered under the Act in connection with
         sales by any Underwriter or dealer, any event occurs as a result of
         which the Prospectus as then amended or supplemented would include an
         untrue statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, or if it is
         necessary at any time to amend the Prospectus to comply with the Act,
         the Company [and the Radio One Trusts] promptly will notify the Lead
         Underwriter of such event and will promptly prepare and file with the
         Commission, at its own expense, an amendment or supplement which will
         correct such statement or omission or an amendment which will effect
         such compliance. Neither the Lead Underwriter's consent to, nor the
         Underwriters' delivery of, any such amendment or supplement shall
         constitute a waiver of any of the conditions set forth in Section 5
         hereof.

             (d) As soon as practicable, but not later than 16 months, after the
         date of each Terms Agreement, the Company will make generally available
         to its securityholders an earnings statement covering a period of at
         least 12 months beginning after the later of (i) the effective date of
         the Registration Statement relating to the Registered Securities, (ii)
         the effective date of the most recent post-effective


                                       9



         amendment to the Registration Statement to become effective prior to
         the date of such Terms Agreement and (iii) the date of the Company's
         most recent Annual Report on Form 10-K filed with the Commission prior
         to the date of such Terms Agreement, which will satisfy the provisions
         of Section 11(a) of the Act.

             (e) The Company [and the Radio One Trusts] will furnish to the
         Representatives copies of the Registration Statement, including all
         exhibits, any related preliminary prospectus, any related preliminary
         prospectus supplement, the Prospectus and all amendments and
         supplements to such documents, in each case as soon as available and in
         such quantities as the Lead Underwriter reasonably requests. The
         Company will pay the expenses of printing and distributing to the
         Underwriters all such documents.

             (f) The Company [and the Radio One Trusts] will arrange for the
         qualification of the Offered Securities for sale and (if the Offered
         Securities are debt securities or preferred stock [or Trust Preferred
         Securities]) the determination of their eligibility for investment
         under the laws of such jurisdictions as the Lead Underwriter designates
         and will continue such qualifications in effect so long as required for
         the distribution.

             (g) During the period of five years after the date of any Terms
         Agreement, the Company will furnish to the Representatives and, upon
         request, to each of the other Underwriters, if any, as soon as
         practicable after the end of each fiscal year, a copy of its annual
         report to stockholders for such year; and the Company will furnish to
         the Representatives (i) as soon as available, a copy of each report and
         any definitive proxy statement of the Company filed with the Commission
         under the Securities Exchange Act of 1934 or mailed to stockholders,
         and (ii) from time to time, such other information concerning the
         Company as the Lead Underwriter may reasonably request.

             (h) The Company will pay all expenses incident to the performance
         of its obligations under the Terms Agreement (including the provisions
         of this Agreement), for any filing fees or other expenses (including
         fees and disbursements of counsel) in connection with qualification of
         the Registered Securities for sale and (if the Offered Securities are
         debt securities or preferred stock [or Trust Preferred Securities]) any
         determination of their eligibility for investment under the laws of
         such jurisdictions as the Lead Underwriter may designate and the
         printing of memoranda relating thereto, for any fees charged by
         investment rating agencies for the rating of the Offered Securities (if
         they are debt securities or preferred stock [or Trust Preferred
         Securities]), for any applicable filing fee incident to, the review by
         the National Association of Securities Dealers, Inc. of the Registered
         Securities, for any travel expenses of the Company's officers and
         employees and any other expenses of the Company [or the Radio One
         Trusts] in connection with attending or hosting meetings with
         prospective purchasers of Registered Securities and for expenses
         incurred in distributing the Prospectus, any preliminary prospectuses,
         any preliminary prospectus supplements or any other amendments or
         supplements to the Prospectus to the Underwriters.

             (i) If the Offered Securities are debt securities or preferred
         stock, the Company will not offer, sell, contract to sell, pledge or
         otherwise dispose of, directly or indirectly, or file with the
         Commission a registration statement under the Act relating to United
         States dollar-denominated debt securities issued or guaranteed by the
         Company and having a maturity of more than one year from the date of
         issue (if the Offered Securities are debt securities) or any series of
         preferred stock issued or guaranteed by the Company (if the Offered
         Securities are preferred stock), or publicly disclose the intention to
         make any such offer, sale, pledge, disposition or filing, without the
         prior written consent of the Lead Underwriter for a period beginning at
         the time of execution of the Terms Agreement and ending the number of
         days after the Closing Date specified under "Blackout" in the Terms
         Agreement.


                                       10



             (j)  If the Offered Securities are Common Stock or are convertible
         into Common Stock, the Company will not offer, sell, contract to sell,
         pledge or otherwise dispose of, directly or indirectly, or file with
         the Commission a registration statement under the Act relating to, any
         additional shares of its Common Stock or securities convertible into or
         exchangeable or exercisable for any shares of its Common Stock, or
         publicly disclose the intention to make any such offer, sale, pledge,
         disposition or filing, without the prior written consent of the Lead
         Underwriter for a period beginning at the time of execution of the
         Terms Agreement and ending the number of days after the Closing Date
         specified under "Blackout" in the Terms Agreement.

             [(k) If the Offered Securities are Trust Preferred Securities, the
         Company and the applicable Radio One Trust will not offer, sell,
         contract to sell or otherwise dispose of any Trust Preferred
         Securities, Junior Subordinated Debentures, any other beneficial
         interests in the applicable Radio One Trust, or any other securities
         that are substantially similar to the Trust Preferred Securities or
         Junior Subordinated Debentures, including any guarantee of such
         securities, or any securities convertible into or exchangeable for or
         representing the right to receive Trust Preferred Securities, Junior
         Subordinated Debentures or any such substantially similar securities,
         without the prior written consent of the Lead Underwriter for a period
         beginning at the time of execution of the Terms Agreement and ending
         the number of days after the Closing Date specified under "Blackout" in
         the Terms Agreement.]

             [(l) Each of the Radio One Trusts will use the net proceeds
         received by it from the sale of the Trust Preferred Securities, and the
         Company will use the proceeds received by it from the sale of the
         Junior Subordinated Debentures, in the manners specified in the
         Prospectus under "Use of Proceeds."]

             [(m) The Company will use its best efforts to cause the Trust
         Preferred Securities to be listed on the ____________ Exchange, subject
         to official notice of issuance.]

         5. Conditions of the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Offered Securities will
be subject to the accuracy of the representations and warranties on the part of
the Company [and the Radio One Trusts] herein, to the accuracy of the statements
of Company officers made pursuant to the provisions hereof, to the performance
by the Company [and the Radio One Trusts] of [its] obligations hereunder and to
the following additional conditions precedent:

             (a)  On or prior to the date of the Terms Agreement, the
         Representatives shall have received a letter, dated the date of
         delivery thereof, of Arthur Andersen LLP confirming that they are
         independent public accountants within the meaning of the Act and the
         applicable published Rules and Regulations thereunder and stating to
         the effect that:

                           (i)   in their opinion the financial statements and
                  any schedules and any summary of earnings examined by them and
                  included in the Prospectus comply as to form in all material
                  respects with the applicable accounting requirements of the
                  Act and the related published Rules and Regulations;

                           (ii)  they have performed the procedures specified by
                  the American Institute of Certified Public Accountants for a
                  review of interim financial information as described in
                  Statement of Auditing Standards No. 71, Interim Financial
                  Information, on any unaudited financial statements included in
                  the Registration Statement;

                                       11



                           (iii) on the basis of the review referred to in
                  clause (ii) above, a reading of the latest available interim
                  financial statements of the Company, inquiries of officials of
                  the Company who have responsibility for financial and
                  accounting matters and other specified procedures, nothing
                  came to their attention that caused them to believe that:

                                    (A) the unaudited financial statements, if
                           any, and any summary of earnings included in the
                           Prospectus do not comply as to form in all material
                           respects with the applicable accounting requirements
                           of the Act and the related published Rules and
                           Regulations or any material modifications should be
                           made to such unaudited financial statements and
                           summary of earnings for them to be in conformity with
                           generally accepted accounting principles;

                                    (B) if any unaudited "capsule" information
                           is contained in the Prospectus, the unaudited
                           consolidated net sales, net operating income, net
                           income and net income per share amounts or other
                           amounts constituting such "capsule" information and
                           described in such letter do not agree with the
                           corresponding amounts set forth in the unaudited
                           consolidated financial statements or were not
                           determined on a basis substantially consistent with
                           that of the corresponding amounts in the audited
                           statements of income;

                                    (C) at the date of the latest available
                           balance sheet read by such accountants, or at a
                           subsequent specified date not more than three
                           business days prior to the date of the such letter,
                           there was any change in the capital stock or any
                           increase in short-term indebtedness or long-term debt
                           of the Company and its consolidated subsidiaries or,
                           at the date of the latest available balance sheet
                           read by such accountants, there was any decrease in
                           consolidated net current assets or net assets, as
                           compared with amounts shown on the latest balance
                           sheet included in the Prospectus; or

                                    (D) for the period from the closing date of
                           the latest income statement included in the
                           Prospectus to the closing date of the latest
                           available income statement read by such accountants
                           there were any decreases, as compared with the
                           corresponding period of the previous year and with
                           the period of corresponding length ended the date of
                           the latest income statement included in the
                           Prospectus, in consolidated net broadcasting revenue
                           or net operating income in the total or (if the
                           Offered Securities are Common Stock or are
                           convertible into Common Stock) per share amounts of
                           consolidated income before extraordinary items or net
                           income or (if the Offered Securities are debt
                           securities) in the ratio of earnings to fixed charges
                           or (if the Offered Securities are preferred stock) in
                           the ratio of earnings to fixed charges and preferred
                           stock dividends combined;

                  except in all cases set forth in clauses (B), (C) and (D)
                  above for changes, increases or decreases which the Prospectus
                  discloses have occurred or may occur or which are described in
                  such letter;

                      (iv) they have compared specified dollar amounts (or
                  percentages derived from such dollar amounts) and other
                  financial information contained in the Prospectus (in each
                  case to the extent that such dollar amounts, percentages and
                  other financial information are derived from the general
                  accounting records of the Company and its subsidiaries subject
                  to the internal controls of the Company's accounting system or
                  are derived directly from such records by analysis or
                  computation) with the results obtained from inquiries, a
                  reading of


                                       12



                  such general accounting records and other procedures specified
                  in such letter and have found such dollar amounts, percentages
                  and other financial information to be in agreement with such
                  results, except as otherwise specified in such letter;

                      (v)  they have

                                    (A) Read the unaudited pro forma
                           consolidated balance sheet and the unaudited pro
                           forma consolidated statement of operations and other
                           data included in the Registration Statement.

                                    (B) Inquired of certain officials of the
                           Company and the companies being acquired who have
                           responsibility for financial and accounting matters
                           about

                                             (x) The basis for their
                                                 determination of the pro forma
                                                 adjustments, and

                                             (y) Whether the unaudited pro forma
                                                 condensed consolidated
                                                 financial statements referred
                                                 to in Section 5(a) comply as to
                                                 form in all material respects
                                                 with the applicable accounting
                                                 requirements of rule 11-02 of
                                                 Regulation S-X.

                                    (C) Proved the arithmetic accuracy of the
                           application of the pro forma adjustments to the
                           historical amounts in the unaudited pro forma
                           condensed consolidated financial statements.

                           The foregoing procedures by Arthur Andersen LLP are
                           substantially less in scope than an examination, the
                           objective of which is the expression of an opinion on
                           management's assumptions, the pro forma adjustments,
                           and the application of those adjustments to
                           historical financial information. Accordingly, they
                           do not express such an opinion. The foregoing
                           procedures would not necessarily reveal matters of
                           significance with respect to the comments in the
                           following paragraph. Accordingly, they make no
                           representation about the sufficiency of such
                           procedures for the Underwriters' purposes; and

                      (vi) Nothing came to their attention as a result of the
                  procedures specified in paragraph (v), however, that caused
                  them to believe that the unaudited pro forma consolidated
                  financial statements referred to in (v) included in the
                  Registration Statement do not comply as to form in all
                  material respects with the applicable accounting requirements
                  of rule 11-02 of Regulation S-X and that the pro forma
                  adjustments have not been properly applied to the historical
                  amounts in the compilation of those statements. Had they
                  performed additional procedures or had they made an
                  examination of the pro forma condensed consolidated financial
                  statements, other matters might have come to their attention
                  that would have been reported to the Underwriters.

         All financial statements and schedules included in material
         incorporated by reference into the Prospectus shall be deemed included
         in the Prospectus for purposes of this subsection.

                  (b) On or prior to the date of the Terms Agreement, the
         Representatives shall have received from PricewaterhouseCoopers LLP,
         independent public accountants, a letter, in form and substance
         satisfactory to the Representatives, dated the date of delivery
         thereof, containing statements and

                                       13



         information of the type ordinarily included in accountants' "comfort
         letters" to Underwriters with respect to certain financial statements
         and certain financial information contained in the Prospectus.

                  (c) On or prior to the date of the Terms Agreement, the
         Representatives shall have received from the Chief Financial Officer of
         the Company, a certificate, in form and substance satisfactory to the
         Representatives, dated the date of delivery thereof, containing
         representations with respect to the weighted average exercise price in
         the Company's Proxy Statement for the 2001 Annual Meeting of
         Stockholders and to certain other agreed upon information.


                  (d) The Prospectus shall have been filed with the Commission
         in accordance with the Rules and Regulations and Section 4(a) of this
         Agreement. No stop order suspending the effectiveness of the
         Registration Statement or of any part thereof shall have been issued
         and no proceedings for that purpose shall have been instituted or, to
         the knowledge of the Company [, the Radio One Trusts] or any
         Underwriter, shall be contemplated by the Commission.

                  (e) Subsequent to the execution of the Terms Agreement, there
         shall not have occurred (i) any change, or any development or event
         involving a prospective change, in the condition (financial or other),
         business, properties or results of operations of the Company and its
         subsidiaries taken as one enterprise which, in the judgment of a
         majority in interest of the Underwriters including any Representatives,
         is material and adverse and makes it impractical or inadvisable to
         proceed with completion of the public offering or the sale of and
         payment for the Offered Securities; (ii) any downgrading in the rating
         of any debt securities of the Company by any "nationally recognized
         statistical rating organization" (as defined for purposes of Rule
         436(g) under the Act), or any public announcement that any such
         organization has under surveillance or review its rating of any debt
         securities of the Company (other than an announcement with positive
         implications of a possible upgrading, and no implication of a possible
         downgrading, of such rating); (iii) any change in U.S. or international
         financial, political or economic conditions or currency exchange rates
         or exchange controls as would, in the judgment of a majority in
         interest of the Underwriters including any Representatives, be likely
         to prejudice materially the success of the proposed issue, sale or
         disposition of the Offered Securities, whether in the primary market or
         in respect of dealings in the secondary market; (iv) any suspension or
         limitation of trading in securities generally on the New York Stock
         Exchange, or any setting of minimum prices for trading on such
         exchange, or any suspension of trading of any securities of the Company
         on any exchange or in the over-the-counter market; (v) any banking
         moratorium declared by U.S. Federal or New York authorities; (vi) any
         major disruption of settlements of securities clearance services in the
         United States or (vii) any attack on, outbreak or escalation of
         hostilities or act of terrorism involving the United States, any
         declaration of war by Congress or any other national or international
         calamity or emergency if, in the judgment of a majority in interest of
         the Underwriters including any Representatives, the effect of any such
         attack, outbreak, escalation, act, declaration, calamity or emergency
         makes it impractical or inadvisable to proceed with completion of the
         public offering or the sale of and payment for the Offered Securities.

                  (f) The Representatives shall have received an opinion, dated
         the Closing Date, of Kirkland & Ellis, counsel for the Company, to the
         effect that:

                                    (i) Each of the Company and its subsidiaries
                        is a corporation validly existing and in good standing
                        under the laws of the jurisdiction of its incorporation,
                        the Company has the full corporate power to enter into
                        and perform its obligations hereunder and the Company
                        and each of its subsidiaries has the corporate power to
                        own and lease its properties and to carry on its
                        business as it is currently being conducted.

                                       14



                                    (ii)   The Company and each of its
                        subsidiaries is duly qualified to do business as a
                        foreign corporation in and is in good standing in each
                        jurisdiction listed opposite its name on Attachment I
                        hereto.

                                    (iii)  All of the issued and outstanding
                        shares of capital stock of, or other ownership interests
                        in, each of the subsidiaries listed on Attachment II
                        have been duly authorized and validly issued and are
                        fully paid and nonassessable, and to such counsel's
                        knowledge, all such shares are owned, directly or
                        through wholly owned subsidiaries of the Company, by the
                        Company, free and clear of any lien, except as described
                        in the Prospectus.

                                    (iv)   The Company's authorized capital
                        stock conforms as to legal matters to the description
                        thereof contained in the Prospectus.

                                    [(v)   The Junior Subordinated Debentures
                        have been duly authorized, executed and delivered by the
                        Company, conform in all material respects to the
                        description thereof contained in the Prospectus and,
                        assuming due authentification thereof by the Trustee and
                        payment and delivery as provided in the Terms Agreement,
                        constitute valid and legally binding obligations of the
                        Company enforceable against the Company in accordance
                        with their terms, subject to the Bankruptcy Exceptions.]

                                    [(vi)  The "Guarantee" Agreements have been
                        duly authorized, executed and delivered by the Company,
                        conform in all material respects to the description
                        thereof contained in the Prospectus and have been duly
                        qualified under the Trust Indenture Act.]

                                    [(vii) The Trust Agreements have been duly
                        authorized, executed and delivered by the Company in its
                        capacity as sponsor thereunder, conform in all material
                        respects to the description thereof contained in the
                        Prospectus and have been duly qualified under the Trust
                        Indenture Act.]

                                    (viii) If the Offered Securities are debt
                        securities: the applicable Indenture has been duly
                        authorized, executed and delivered by the Company and
                        has been duly qualified under the Trust Indenture Act
                        and constitutes a valid and legally binding obligation
                        of the Company enforceable in accordance with its terms,
                        subject to the Bankruptcy Exceptions; the Offered
                        Securities, other than the Contract Securities, have
                        been duly authorized and executed and authenticated; the
                        Offered Securities, other than any Contract Securities,
                        when issued and delivered in the manner provided in the
                        applicable Indenture, will constitute valid and legally
                        binding obligations of the Company enforceable in
                        accordance with their terms, subject to the Bankruptcy
                        Exceptions; the Contract Securities, when issued,
                        delivered and sold pursuant to the Delayed Delivery
                        Contracts, will constitute valid and legally binding
                        obligations of the Company enforceable in accordance
                        with their terms, subject to the Bankruptcy Exceptions;
                        and the Offered Securities other than any Contract
                        Securities conform, and any Contract Securities, when so
                        issued, delivered and sold will conform to the
                        description thereof contained in the Prospectus;

                                    (ix)   If the Offered Securities are
                        preferred stock: the Offered Securities have been duly
                        authorized and when issued and delivered against payment
                        therefor in

                                       15



                        accordance with this Agreement, the Offered Securities
                        other than any Contract Securities will have been
                        validly issued, fully paid and nonassessable; any
                        Contract Securities, when issued, delivered and sold
                        pursuant to Delayed Delivery Contracts, will be validly
                        issued, fully paid and nonassessable; and the Offered
                        Securities other than any Contract Securities conform,
                        and any Contract Securities, when so issued, delivered
                        and sold, will conform, to the description thereof
                        contained in the Prospectus; and the stockholders of the
                        Company have no preemptive rights with respect to the
                        Offered Securities;

                                    (x)    If the Offered Securities are Common
                        Stock: the Offered Securities and all other outstanding
                        shares of the Common Stock have been duly authorized and
                        when issued and delivered against payment therefor in
                        accordance with this Agreement, will have been validly
                        issued, fully paid and nonassessable; and the Offered
                        Securities conform to the description thereof contained
                        in the Prospectus; and to such counsel's knowledge, are
                        not subject to any preemptive or similar rights with
                        respect to the Offered Securities;

                                    (xi)   If the Offered Securities are
                        convertible: the Offered Securities other than any
                        Contract Securities are, and any Contract Securities,
                        when (if the Offered Securities are debt securities)
                        executed, authenticated, issued and delivered in the
                        manner provided in the applicable Indenture and sold
                        pursuant to Delayed Delivery Contracts or (if the
                        Offered Securities are preferred stock) when issued,
                        delivered and sold pursuant to Delayed Delivery
                        Contracts, will be convertible into Common Stock in
                        accordance with (if they are debt securities) the
                        applicable Indenture or (if they are preferred stock)
                        their terms; the shares of Common Stock initially
                        issuable upon conversion of the Offered Securities have
                        been duly authorized and reserved for issuance upon such
                        conversion and, when issued upon such conversion, will
                        be validly issued, fully paid and nonassessable; the
                        outstanding shares of Common Stock have been duly
                        authorized and validly issued, are fully paid and
                        nonassessable and conform to the description thereof
                        contained in the Prospectus; and to such counsel's
                        knowledge, are not subject to any preemptive or similar
                        rights with respect to the Common Stock;

                                    (xii)  If the Offered Securities are not
                        Trust Preferred Securities: no consent, approval,
                        authorization or order of, or filing with, any
                        governmental agency or body or any court is required for
                        the consummation of the transactions contemplated by the
                        Terms Agreement (including the provisions of this
                        Agreement) in connection with the issuance or sale of
                        the Offered Securities by the Company, except such as
                        have been obtained and made under the Act and, if the
                        Offered Securities are debt securities, the Trust
                        Indenture Act and such as may be required under state
                        securities laws;

                                    (xiii) The Company's execution, delivery and
                        performance of the applicable Indenture (if the Offered
                        Securities are debt securities), the Terms Agreement
                        (including the provisions of this Agreement) and the
                        Company's compliance with all of the provisions thereof,
                        including the issuance and sale of the Offered
                        Securities and, if the Offered Securities are debt
                        securities or preferred stock any Delayed Delivery
                        Contracts, and the issuance and sale of the Offered
                        Securities and, if the Offered Securities are debt
                        securities or preferred stock [or Trust Preferred
                        Securities], compliance with the terms and provisions
                        thereof will not (i) violate the Certificate of
                        Incorporation or Bylaws of the Company or any of its
                        subsidiaries [or the


                                       16



                        Trust Agreements], (ii) breach or result in a default
                        under, any existing obligation of the Company [or the
                        Radio One Trusts] under, or cause an acceleration of any
                        obligation under or result in the imposition or creation
                        of (or the obligation to create or impose) a lien with
                        respect to, any of the agreements listed as an exhibit
                        to the Registration Statement, (iii) to such counsel's
                        knowledge, breach or otherwise violate any provisions in
                        any order, writ, judgment or decree of any governmental
                        agency or body or any court having jurisdiction over the
                        Company or any subsidiary of the Company [or a Radio One
                        Trust] or any of their properties, or (iv) constitute a
                        violation by the Company of any applicable provision of
                        any law, statute or regulation covered by this opinion
                        and the Company [and the Radio One Trusts] [has] full
                        power and authority to authorize, issue and sell the
                        Offered Securities as contemplated by the Terms
                        Agreement (including the provisions of this Agreement);

                                    (xiv)  Such counsel has no knowledge about
                        any legal or governmental proceeding that is pending or
                        threatened against the Company [or a Radio One Trust]
                        that has caused us to conclude that such proceeding is
                        required by Item 103 of Regulation S-K to be described
                        in the Prospectus but that is not so described or is
                        required to be filed as an exhibit to the Registration
                        Statement but has not been so filed;

                                    (xv)   To such counsel's knowledge, there
                        are no outstanding options, warrants or other rights
                        calling for the issuance of, or any commitment, plan or
                        arrangement to issue, any shares of capital stock of the
                        Company or any security convertible into or exchangeable
                        or exercisable for any capital stock of the Company,
                        except as described in the Prospectus.

                                    (xvi)  The Registration Statement has become
                        effective under the Act, the Prospectus was filed with
                        the Commission pursuant to the subparagraph of Rule
                        424(b) specified in such opinion on the date specified
                        therein, and, to the best of the knowledge of such
                        counsel, no stop order suspending the effectiveness of
                        the Registration Statement or any part thereof has been
                        issued and no proceedings for that purpose have been
                        instituted or are pending or contemplated under the Act,
                        and the Registration Statement relating to the
                        Registered Securities, as of its effective date, the
                        Registration Statement and the Prospectus, as of the
                        date of the Terms Agreement, and any amendment or
                        supplement thereto, as of its date, complied as to form
                        in all material respects with the requirements of the
                        Act, if the Offered Securities are debt securities, the
                        Trust Indenture Act, and the Rules and Regulations; such
                        counsel have no reason to believe that such registration
                        statement, as of its effective date, the Registration
                        Statement, as of the date of the Terms Agreement or as
                        of the Closing Date, or any amendment thereto, as of its
                        date or as of the Closing Date, contained any untrue
                        statement of a material fact or omitted to state any
                        material fact required to be stated therein or necessary
                        to make the statements therein not misleading or that
                        the Prospectus, as of the date of the Terms Agreement or
                        as of such Closing Date, or any amendment or supplement
                        thereto, as of its date or as of the Closing Date,
                        contained any untrue statement of a material fact or
                        omitted to state any material fact necessary in order to
                        make the statements therein, in the light of the
                        circumstances under which they were made, not
                        misleading; it being understood that such counsel need
                        express no opinion as to the financial statements or
                        other financial data contained in the Registration
                        Statement or the Prospectus.


                                       17



                                    (xvii)   If the Offered Securities are not
                        Trust Preferred Securities: the Terms Agreement
                        (including the provisions of this Agreement) and, if the
                        Offered Securities are debt securities or preferred
                        stock, any Delayed Delivery Contracts, have been duly
                        authorized, executed and delivered by the Company.

                                    [(xviii) If the Offered Securities are Trust
                        Preferred Securities: the Terms Agreement (including the
                        provisions of this Agreement) has been duly authorized,
                        executed and delivered by the Company, and duly executed
                        and delivered by the Radio One Trusts.]

                                    [(xix)   Each of the Radio One Trusts will
                        be classified as a grantor trust for United States
                        federal income tax purposes and not as an association
                        taxable as a corporation; the Junior Subordinated
                        Debentures will be classified as indebtedness for United
                        States federal income tax purposes; [and subject to the
                        qualifications and limitations set forth therein, the
                        statements set forth in the Prospectus under the caption
                        "United States Federal Income Tax Consequences," insofar
                        as they purport to constitute summaries of matters of
                        United States federal tax law and regulations or legal
                        conclusions with respect thereto, constitute accurate
                        summaries of the matters described therein in all
                        material respects.]

                  (g) The Representatives shall have received an opinion, dated
          the Closing Date, from Davis Wright Tremaine LLP, FCC counsel to the
          Company, to the effect that:

                                    (i)      The information in the Prospectus
                        under the caption "Risk Factors- Government Regulation,"
                        to the extent that such information constitutes a
                        summary of the Communications Act of 1934, as amended,
                        and the rules, regulations and published administrative
                        orders promulgated thereunder (collectively, the
                        "Federal Communications Laws") has been received by such
                        counsel and is correct in all material respects.

                                    (ii)     Except as previously made or
                        obtained, or as disclosed in the Prospectus, as the case
                        may be, no filing or registration with, or
                        authorization, approval, consent, license, order,
                        qualification or decree of any court or administrative
                        agency or authority is necessary or required under the
                        Federal Communications Laws to be obtained or made by
                        the Company or any subsidiary of the Company in
                        connection with the execution or delivery by the Company
                        of the Terms Agreement (including the provisions of this
                        Agreement), the performance by the Company of the
                        transactions contemplated thereby or the offering,
                        issuance or sale of the Offered Securities, or the
                        public offering thereof by the Underwriters, as
                        applicable, all as of the Closing Date.

                                    (iii)    To their knowledge, neither the
                        Company nor any of its subsidiaries is in violation in
                        any material respect of any Federal Communications Law
                        or in violation of any published order of any court or
                        administrative agency or authority relating thereto,
                        where such violation (individually, or in the
                        aggregate,) would have a Material Adverse Effect or
                        would result in revocation, or non renewal of, any of
                        the FCC Licenses, other than as disclosed in the
                        Registration Statement or Prospectus.

                                    (iv)     The Company and the identified
                        subsidiaries are the holders of the FCC Licenses, all of
                        which are in full force and effect, for the maximum term


                                       18



                        customarily issued, with no material conditions,
                        restrictions or qualifications other than as described
                        in the Prospectus or that appear in the ordinary course
                        in the FCC Licenses, and to their knowledge, such FCC
                        Licenses constitute all of the commercial radio station
                        licenses necessary for the Company and the subsidiaries
                        to own their properties and to conduct their businesses
                        in the manner and to the full extent now operated as
                        described in the Prospectus. To their knowledge there
                        are no facts or circumstances which would justify the
                        Commission denying pending applications for assignment
                        of any of the main commercial radio station licenses
                        issued by the FCC and held by the Company and the
                        identified subsidiaries as specified in Attachment II to
                        the Terms Agreement (the "Current FCC Licenses") or
                        approving the assignment for less than the maximum term
                        customarily issued, or with material conditions,
                        restrictions or qualifications other than as described
                        in the Prospectus.

                                    (v)    The execution, delivery and
                        performance of this Agreement, the issuance of the
                        Offered Securities to be sold by the Company, the sale
                        of the Offered Securities by the Company and the public
                        offering thereof by the Underwriters, do not and will
                        not violate any of the terms or provisions of, or
                        constitute a default under (A) the Federal
                        Communications Laws or (B) the FCC Licenses held by the
                        Company or any subsidiary of the Company.

                                    (vi)   There are no published or, to their
                        knowledge, unpublished FCC orders, decrees or rulings
                        outstanding against the Company or any of its
                        subsidiaries or any pending or threatened actions, suits
                        or proceedings against the Company or any of its
                        subsidiaries by or before the FCC that seek to revoke,
                        or if determined adversely to the Company or any of its
                        subsidiaries, would have a Material Adverse Effect or
                        would result in a revocation or non-renewal of any of
                        the FCC Licenses, other than as disclosed in the
                        Registration Statement or Prospectus.

                   [(h) The Representatives shall have received an opinion,
          dated the Closing Date, of Richards, Layton & Finger, special Delaware
          counsel to the Company and the Radio One Trusts, to the effect that:]

                                    [(i)   Each Radio One Trust has been duly
                        created and is validly existing in good standing as a
                        business trust under the Delaware Business Trust Act;
                        and all filings required under the laws of the State of
                        Delaware with respect to the creation and valid
                        existence of the Trust as a business trust have been
                        made; and under the Trust Agreement and the Delaware
                        Business Trust Act, each Radio One Trust has the trust
                        power and authority to own property and to conduct its
                        business as described in the Prospectus and to enter
                        into and perform its obligations under the Terms
                        Agreement, the Trust Preferred Securities and the Trust
                        Common Securities.]

                                    [(ii)  Assuming due authorization, execution
                        and delivery of each of the Trust Agreements by the
                        Property Trustee and the Delaware Trustee, each of the
                        Trust Agreements constitutes a valid and legally binding
                        obligation of the Company and the Administrative
                        Trustees, and is enforceable against the Company and the
                        Administrative Trustees, in accordance with its terms,
                        subject, as to enforcement, to the effect upon such
                        Trust Agreement of the Bankruptcy Exceptions.]

                                    [(iii) Assuming due authorization, execution
                        and delivery of each of the Guarantee Agreements by the
                        Guarantee Trustee, each of the Guarantee Agreements


                                       19



                        constitutes a valid and legally binding obligation of
                        the Company, and is enforceable against the Company in
                        accordance with its terms, subject, as to enforcement,
                        to the effect upon such Guarantee Agreement of the
                        Bankruptcy Exceptions.]

                                    [(iv)   Under the Delaware Business Trust
                        Act and the Trust Agreement, each Radio One Trust has
                        the trust power and authority (i) to execute and deliver
                        and to perform its obligations under, the Terms
                        Agreement and (ii) to execute and deliver the Trust
                        Preferred Securities.]

                                    [(v)    The Trust Preferred Securities have
                        been duly authorized by the Trust Agreements and, when
                        issued and delivered against payment therefor as
                        described in the Prospectus, the Trust Preferred
                        Securities will be duly and validly issued and (subject
                        to the qualifications set forth in this paragraph) fully
                        paid and nonassessable undivided beneficial interests in
                        the assets of the applicable Radio One Trust; the
                        holders of the Trust Preferred Securities will be
                        entitled to the benefits of the Trust Agreements and, as
                        beneficial owners of each of the Radio One Trusts, will
                        be entitled to the same limitation of personal liability
                        extended to stockholders of private corporations for
                        profit organized under the General Corporation Law of
                        the State of Delaware (such counsel may note that the
                        holders of Offered Securities will be subject to the
                        withholding provisions of Section ___ of the Trust
                        Agreements and will be required to make payment or
                        provide indemnity or security in connection with taxes
                        or governmental charges arising from transfers or
                        exchanges of certificates for Offered Securities and the
                        issuance of replacement certificates for the Trust
                        Preferred Securities, and to provide security or
                        indemnity in connection with requests of or directions
                        to the Property Trustee to exercise its rights and
                        powers under the Trust Agreement, all as set forth in
                        the Trust Agreements).]

                                    [(vi)   Under the Delaware Business Trust
                        Act and the Trust Agreements, all necessary trust action
                        has been taken to duly authorize the execution and
                        delivery by each of the Radio One Trusts of this
                        Agreement and the performance by each of the Radio One
                        Trusts of its obligations thereunder.]

                                    [(vii)  Under the Delaware Business Trust
                        Act and the Trust Agreements, the issuance of the
                        Offered Securities is not subject to preemptive rights.]

                                    [(viii) The issuance by each of the Radio
                        One Trusts of the Trust Preferred Securities, the sale
                        by the Radio One Trusts of the Trust Preferred
                        Securities, the execution, delivery and performance by
                        each of the Radio One Trusts of this Agreement, the
                        consummation by each of the Radio One Trusts of the
                        transactions contemplated by this Agreement, the
                        compliance by each of the Radio One Trusts with its
                        obligations thereunder and the performance by the
                        Company, as sponsor, of its obligations under the Trust
                        Agreements (A) do not violate (i) any of the provisions
                        of the [Certificate of Trust] or the Trust Agreement or
                        (ii) any applicable Delaware law or administrative
                        regulation and (B) do not require any consent, approval,
                        license, authorization or validation of, or filing or
                        registration with, any Delaware legislative,
                        administrative or regulatory body under the laws or
                        administrative regulations of the State of Delaware
                        (other that as may be required


                                       20



                        under the securities or blue sky laws of the State of
                        Delaware, as to which such counsel need express no
                        opinion).]

                                    [(ix) Assuming that each of the Radio One
                        Trusts derives no income from or connected with services
                        provided within the State of Delaware and has no assets,
                        activities (other than having a Delaware Trustee as
                        required by the Delaware Business Trust Act and the
                        filing of documents with the Secretary of State of the
                        State of Delaware) or employees in the State of
                        Delaware, the holders of the Offered Securities (other
                        than those holders of Offered Securities who reside or
                        are domiciled in the State of Delaware) will have no
                        liability for income taxes imposed by the State of
                        Delaware solely as a result of their participation in
                        either of the Radio One Trusts, and each of the Radio
                        One Trusts will not be liable for any income tax imposed
                        by the State of Delaware.]

                                    [(x)  No authorization, approval, consent or
                        order of any Delaware court or Delaware governmental
                        authority or Delaware agency is required to be obtained
                        by each of the Radio One Trusts solely as a result of
                        the issuance and sale of the Trust Preferred
                        Securities.]

                                    [(xi) The Terms Agreement (including the
                        provisions of this Agreement) has been duly authorized
                        by the Radio One Trusts.]

                  (i) The Representatives shall have received from Skadden,
         Arps, Slate, Meagher and Flom, LLP, counsel for the Underwriters, such
         opinion or opinions, dated as of the Closing Date, with respect to the
         incorporation of the Company, the validity of the Offered Securities,
         the Registration Statement, the Prospectus and other related matters as
         the Representatives may require, and the Company shall have furnished
         to such counsel such documents as they reasonably request for the
         purpose of enabling them to pass upon such matters.

                  (j) The Representatives shall have received from each officer,
         director and certain other stockholders of the Company in form and
         substance satisfactory to the Representatives a letter agreement
         stating that such stockholder agrees not to offer, sell, contract to
         sell, pledge or otherwise dispose of, directly or indirectly, any
         shares of the Securities of the Company or securities convertible into
         or exchangeable or exercisable for any shares of Securities, enter into
         a transaction which would have the same effect, or enter into any swap,
         hedge or other arrangement that transfers, in whole or in part, any of
         the economic consequences of ownership of the Securities, whether any
         such aforementioned transaction is to be settled by delivery of the
         Securities or such other securities, in cash or otherwise, or publicly
         disclose the intention to make any such offer, sale, pledge or
         disposition, or to enter into any such transaction, swap hedge or other
         arrangement for a period of time specified under "Blackout" in the
         Terms Agreement, without, in each case, the prior written consent of
         Underwriter. Any Securities received upon exercise of options granted
         to the stockholder executing such Agreement will also be subject to
         such Agreement.

                  (k) The Representatives shall have received a certificate,
         dated as of the Closing Date, of the Chief Executive Officer and Chief
         Financial Officer of the Company in which such officers, to the best of
         their knowledge after reasonable investigation, shall state that the
         representations and warranties of the Company in this Agreement are
         true and correct, that the Company has complied with all agreements and
         satisfied all conditions on its part to be performed or satisfied
         hereunder at or prior to the Closing Date, that no stop order
         suspending the effectiveness of the Registration Statement or of any
         part thereof has been issued and no proceedings for that purpose have
         been instituted or are contemplated by the Commission and that,
         subsequent to the date of the most recent


                                       21



         financial statements in the Prospectus, there has been no material
         adverse change, nor any development or event involving a prospective
         material adverse change, in the condition (financial or other),
         business, properties or results of operations of the Company and its
         subsidiaries taken as a whole except as set forth in or contemplated by
         the Prospectus or as described in such certificate.

                  (l) The Representatives shall have received a letter, dated
         the Closing Date, of Arthur Andersen LLP which meets the requirements
         of subsection (a) of this Section, except that the specified date
         referred to in such subsection will be a date not more than three
         business days prior to the Closing Date for the purposes of this
         subsection.

                  (m) The Representatives shall have received a letter, dated
         the Closing Date, of PricewaterhouseCoopers LLP which meets the
         requirements of subsection (b) of this Section, except that the
         specified date referred to in such subsection will be a date not more
         than three business days prior to the Closing Date for the purposes of
         this subsection.

                  (n) The Representatives shall have received a certificate,
         dated the Closing Date, of the Chief Financial Officer of the Company
         which meets the requirements of subsection (c) of this Section, except
         that the specified date referred to in such subsection will be a date
         not more than three business days prior to the Closing Date for the
         purposes of this subsection.

                  (o) The Representatives shall have received a certificate,
         dated the Closing Date, of the Administrative Trustees of the Radio One
         Trusts in which such trustees, to their knowledge, shall state that the
         representations and warranties of the Radio One Trusts in this
         Agreement are true and correct and that each of the Radio One Trusts
         has complied with all agreements and satisfied all conditions on its
         part to be performed or satisfied hereunder at or prior to the Closing
         Date.

The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request. The Lead Underwriter may in its sole discretion waive on behalf of the
Underwriters compliance with any conditions to the obligations of the
Underwriters under this Agreement and the Terms Agreement.

         6. Indemnification and Contribution. (a) The Company [and the Radio One
Trusts, jointly and severally,] will indemnify and hold harmless each
Underwriter, its partners, directors and officers and each person, if any, who
controls such Underwriter within the meaning of Section 15 of the Act, against
any losses, claims, damages or liabilities, joint or several, to which such
Underwriter or other person may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in this Agreement, or in the
Registration Statement, the Prospectus, or any amendment or supplement thereto,
or any related preliminary prospectus or preliminary prospectus supplement, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter and other
persons for any legal or other expenses reasonably incurred by such Underwriter
and other persons in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives, if any, specifically for use therein, it being understood and
agreed that the only such information furnished by any Underwriter consists of
the information described as such in the Terms Agreement.


                                       22



         (b) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company [and the Radio One Trusts], their directors and officers
and each person, if any, who controls the Company [and the Radio One Trusts]
within the meaning of Section 15 of the Act, against any losses, claims, damages
or liabilities to which the Company [or the Radio One Trusts] may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus or preliminary prospectus
supplement, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company [or the Radio One
Trusts] by such Underwriter through the Representatives, if any, specifically
for use therein, and will reimburse any legal or other expenses reasonably
incurred by the Company [or the Radio One Trusts] in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Underwriter consists of the information described
as such in the Terms Agreement.

         (c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement (i) includes an unconditional release
of such indemnified party from all liability on any claims that are the subject
matter of such action and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act by or behalf of an
indemnified party.

         (d) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Offered
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company [and the Radio One
Trusts] on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company [and the Radio One Trusts] bear to
the total underwriting discounts and commissions received by the Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material


                                       23



fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company [and the Radio One Trusts] or the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The
amount paid by an indemnified party as a result of the losses, claims, damages
or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Offered Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

         (e) The obligations of the Company [and the Radio One Trusts] under
this Section shall be in addition to any liability which the Company [or the
Radio One Trusts] may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
director of the Company [and the Radio One Trusts], to each officer of the
Company [and the Radio One Trusts] who has signed the Registration Statement and
to each person, if any, who controls the Company [or the Radio One Trusts]
within the meaning of the Act.

         (f) The Company agrees to indemnify each of the Radio One Trusts
against all loss, liability, claim, damage and expense whatsoever, as due from
each of the Radio One Trusts under Section 6(a).

         7. Default of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Offered Securities under the Terms Agreement
and the aggregate principal amount (if debt securities) or number of shares (if
preferred stock or Common Stock [or Trust Preferred Securities]) of Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total principal amount (if debt securities)
or number of shares (if preferred stock or Common Stock [or Trust Preferred
Securities]) of Offered Securities, the Lead Underwriter may make arrangements
satisfactory to the Company [and the Radio One Trusts] for the purchase of such
Offered Securities by other persons, including any of the Underwriters, but if
no such arrangements are made by the Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments under the Terms Agreement (including the provisions of this
Agreement), to purchase the Offered Securities that such defaulting Underwriters
agreed but failed to purchase. If any Underwriter or Underwriters so default and
the aggregate principal amount (if debt securities) or number of shares (if
preferred stock or Common Stock [or Trust Preferred Securities]) of Offered
Securities with respect to which such default or defaults occur exceeds 10% of
the total principal amount (if debt securities) or number of shares (if
preferred stock or Common Stock [or Trust Preferred Securities]) of Offered
Securities and arrangements satisfactory to the Lead Underwriter and the Company
[and the Radio One Trusts] for the purchase of such Offered Securities by other
persons are not made within 36 hours after such default, the Terms Agreement
will terminate without liability on the part of any non-defaulting Underwriter
or the Company [or the Radio One Trusts], except as provided in Section 8. As
used in this Agreement, the term "Underwriter" includes any person substituted
for an Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default. If the Offered Securities are debt
securities or preferred stock [or Trust Preferred Securities], the respective
commitments of the several Underwriters for the purposes of this Section shall
be determined without regard to reduction in the respective Underwriters'
obligations to purchase the principal amounts (if debt securities) or numbers of
shares


                                       24



(if preferred stock [or Trust Preferred Securities]) of the Offered Securities
set forth opposite their names in the Terms Agreement as a result of Delayed
Delivery Contracts entered into by the Company.

         8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company [, the Radio One Trusts] or their officers and of the several
Underwriters set forth in or made pursuant to the Terms Agreement (including the
provisions of this Agreement) will remain in full force and effect, regardless
of any investigation, or statement as to the results thereof, made by or on
behalf of any Underwriter, the Company[, each of the Radio One Trusts] or any of
their respective representatives, officers or directors or any controlling
person, and will survive delivery of and payment for the Offered Securities. If
the Terms Agreement is terminated pursuant to Section 7 or if for any reason the
purchase of the Offered Securities by the Underwriters is not consummated, the
Company [and the Radio One Trusts] shall remain responsible for the expenses to
be paid or reimbursed by it pursuant to Section 4 and the respective obligations
of the Company[, the Radio One Trusts] and the Underwriters pursuant to Section
6 shall remain in effect. If the purchase of the Offered Securities by the
Underwriters is not consummated for any reason other than solely because of the
termination of the Terms Agreement pursuant to Section 7 or the occurrence of
any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(e),
the Company [and the Radio One Trusts] will reimburse the Underwriters for all
out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities.

         9.  Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to them at their address furnished to the Company in writing for the purpose of
communications hereunder or, if sent to the Company [or the Radio One Trusts],
will be mailed, delivered or telegraphed and confirmed to it at Radio One, Inc.,
5900 Princess Garden Parkway, 7/th/ Floor, Lanham, MD 20706, Attention: Linda J.
Eckard Vilardo, Esq.

         10. Successors. The Terms Agreement (including the provisions of this
Agreement) will inure to the benefit of and be binding upon the Company [, each
of the Radio One Trusts] and such Underwriters as are identified in the Terms
Agreement and their respective successors and the officers and directors and
controlling persons referred to in Section 6, and no other person will have any
right or obligation hereunder.

         11. Representation of Underwriters. Any Representatives will act for
the several Underwriters in connection with the financing described in the Terms
Agreement, and any action under such Terms Agreement (including the provisions
of this Agreement) taken by the Representatives jointly or by the Lead
Underwriter will be binding upon all the Underwriters.

         12. Counterparts. The Terms Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

         13. Applicable Law. This Agreement and the Terms Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of laws.

         The Company [and the Radio One Trusts] hereby submit[s] to the
non-exclusive jurisdiction of the Federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or
relating to the Terms Agreement (including the provisions of this Agreement) or
the transactions contemplated thereby.


                                       25



                                                                         ANNEX I

        (Three copies of this Delayed Delivery Contract should be signed
           and returned to the address shown below so as to arrive not
                              later than 9:00 A.M.,
             New York time, on............................ , /(1)/)

                            DELAYED DELIVERY CONTRACT
                            -------------------------

                                        [Insert date of initial public offering]

[Insert Name of Issuer]
   c/o [Insert Name of Underwriter]

Gentlemen:

     The undersigned hereby agrees to purchase from        , a       corporation
("Company"), and the Company agrees to sell to the undersigned, [If one delayed
closing, insert--as of the date hereof, for delivery on    , ("Delivery Date"),]

                               [$]........[shares]

[principal amount] of the Company's [Insert title of securities] ("Securities"),
offered by the Company's Prospectus dated      ,     and a Prospectus Supplement
dated          ,   relating thereto, receipt of copies of which is hereby
acknowledged, at [ % of the principal amount thereof plus accrued interest, if
any,] [$   per share plus accrued dividends, if any], and on the further terms
and conditions set forth in this Delayed Delivery Contract ("Contract").

     [If two or more delayed closings, insert the following:

     The undersigned will purchase from the Company as of the date hereof, for
delivery on the dates set forth below, Securities in the [principal amounts]
[amounts] set forth below:

                                                   Principal Amount
                                                   ----------------

                                                        Number
                   Delivery Date                       of Shares
                   -------------                       ---------

             _________________________                 _________

             _________________________                 _________

Each of such delivery dates is hereinafter referred to as a Delivery Date.]

     Payment for the Securities that the undersigned has agreed to purchase for
delivery on each Delivery Date shall be made to the Company or its order in
Federal (same day) funds by certified or official bank check or wire transfer to
an account designated by the Company, at the office of        at       A.M. on
the such Delivery Date upon delivery to the undersigned of the Securities to be
purchased by the undersigned for delivery on such Delivery Date in definitive
[If debt issue, insert--fully registered] form and in such

_____________________

       /(1)/ Insert date which is third full business day prior to Closing Date
under the Terms Agreement.


                                       26



denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to the Company not less than five
full business days prior to the such Delivery Date.

     It is expressly agreed that the provisions for delayed delivery and payment
are for the sole convenience of the undersigned; that the purchase hereunder of
Securities is to be regarded in all respects as a purchase as of the date of
this Contract; that the obligation of the Company to make delivery of and accept
payment for, and the obligation of the undersigned to take delivery of and make
payment for, Securities on each Delivery Date shall be subject only to the
conditions that (1) investment in the Securities shall not at such Delivery Date
be prohibited under the laws of any jurisdiction in the United States to which
the undersigned is subject and (2) the Company shall have sold to the
Underwriters the total [principal amount] [number of shares] of the Securities
less the [principal amount] [number of shares] thereof covered by this and other
similar Contracts. The undersigned represents that its investment in the
Securities is not, as of the date hereof, prohibited under the laws of any
jurisdiction to which the undersigned is subject and which governs such
investment.

     Promptly after completion of the sale to the Underwriters the Company will
mail or deliver to the undersigned at its address set forth below notice to such
effect, accompanied by a copies of the opinion[s] of counsel for the Company
delivered to the Underwriters in connection therewith.

     This Contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.


                                       27



     It is understood that the acceptance of any such Contract is in the
Company's sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this Contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below. This will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered.

                                   Yours very truly,



                                       _________________________________________
                                                     (Name of Purchaser)


                                       By ______________________________________

                                          ______________________________________
                                                     (Title of Signatory)


                                          ______________________________________

                                          ______________________________________
                                                     (Address of Purchaser)



Accepted, as of the above date.



[INSERT NAME OF ISSUER]

By ___________________
        [Insert Title]

                                       28

EX-4.14.2

                                                                  Exhibit 4.14.2

                                                                  EXECUTION COPY

                          SECOND SUPPLEMENTAL INDENTURE

                      TO INDENTURE DATED AS OF MAY 18, 2001

         SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of December 31, 2001, among (i) Radio One of Texas I, LLC, a Delaware limited
liability company ("ROTEX1LLC"), Radio One of Texas II, LLC, a Delaware limited
liability company ("ROTEXI1LLC"), Radio One of Texas, L.P., a Delaware limited
partnership ("ROTEXLP"), Radio One of Indiana, L.P., a Delaware limited
partnership ("ROINDLP"), Radio One of Indiana, LLC, a Delaware limited liability
company ("ROINDLLC"), and Satellite One, L.L.C., a Delaware limited liability
company ("SATONELLC," and together with ROTEX1LLC, ROTEXI1LLC, ROTEXLP, ROINDLP
and ROINDLLC, the "Guaranteeing Subsidiaries", and each a "Guaranteeing
Subsidiary"), each of which Guaranteeing Subsidiaries is either a direct or
indirect 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").

                               W I T N E S S E T H

         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"), and a first
supplemental indenture, dated as of August 10, 2001 (the "First Supplemental
Indenture") (such indenture, as supplemented by the First Supplemental
Indenture, shall hereinafter be referred to as the "Indenture");

         WHEREAS, in an effort to optimize its organizational structure, the
Company has caused the following actions to be taken (collectively, the
"Restructuring"):

          (i)   effective as of December 17, 2001, three of the five recently
                formed Guaranteeing Subsidiaries, ROTEXILLC, ROTEXIILLC and
                ROTEXLP (collectively, the "New Texas Guaranteeing
                Subsidiaries"), issued equity interests to the Company
                and/or other New Texas Guaranteeing Subsidiaries as set
                forth in Part I of Schedule A attached hereto (the "Texas
                Formations").

          (ii)  effective as of December 31, 2001:

                (A) the three remaining recently formed Guaranteeing
                    Subsidiaries, ROINDLP, ROINLLC and SATONELLC (collectively,
                    the "Other New Guaranteeing Subsidiaries"), issued equity
                    interests to the Company, an Existing Guarantor and/or other
                    Guaranteeing Subsidiaries as set forth in Part II of
                    Schedule A attached hereto (the "Other Formations," and
                    together with the Texas Formations, the "Formations");

                (B) certain of the Existing Guarantors have merged into the
                    Company or other Existing Guarantors as set forth on
                    Schedule B attached hereto (the "Mergers"); and



                (C) certain of the Existing Guarantors converted from
                    corporate form into limited liability company
                    form as set forth on Schedule C attached hereto
                    (the "Conversions").

         WHEREAS, the Board of Directors of the Company has deemed the
Restructuring to be advisable and in the best interest of the Company, and in
accordance with Section 4.13 of the Indenture, has determined that the
preservation of any right, license or franchise, or the corporate or partnership
existence of any of the Subsidiaries, lost as a result of the Mergers or the
Conversions is no longer desirable in the conduct of the business of the Company
and Subsidiaries, taken as a whole, and that the loss thereof is not adverse in
any material respect to the Holders of the Notes;

         WHEREAS, the Indenture provides that under certain circumstances,
including circumstances such as the Formations, 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, each
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.  Each  Guaranteeing  Subsidiary  (and,
for purposes of subsection (i) of the Section, each Guaranteeing Subsidiary and
each Existing Guarantor party to the First Supplemental Indenture) 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.

                                       2




                  (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.

                  (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 each
         Guaranteeing Subsidiary created hereunder (and the Obligations of each
         Existing Guarantor under the First Supplemental Indenture created
         thereunder) 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 such

                                       3



         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
         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 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

                                       4



         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 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.


                                       5






         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.



                                       6






         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.

                            RADIO ONE OF TEXAS, LP

                            By:  RADIO ONE OF TEXAS I, LLC,
                                    ITS GENERAL PARTNER

                            By:     /s/ Alfred C. Liggins, III
                                 ---------------------------------------
                            Name:  Alfred C. Liggins, III
                            Title: President and Chief Executive Officer


                            RADIO ONE OF INDIANA, LP

                            By:  RADIO ONE, INC.
                                    ITS GENERAL PARTNER

                            By:     /s/ Alfred C. Liggins, III
                                 ---------------------------------------
                            Name:  Alfred C. Liggins, III
                            Title: President and Chief Executive Officer


                            RADIO ONE OF TEXAS I, LLC
                            RADIO ONE OF TEXAS II, LLC
                            RADIO ONE OF INDIANA, LLC
                            SATELLITE ONE, L.L.C.

                            By:     /s/ Alfred C. Liggins, III
                                 ---------------------------------------
                            Name:  Alfred C. Liggins, III
                            Title: President and Chief Executive Officer



                            RADIO ONE, INC.

                            By:     /s/ Alfred C. Liggins, III
                                 ---------------------------------------
                            Name:  Alfred C. Liggins, III
                            Title: President and Chief Executive Officer




                                       7




                         RADIO ONE LICENSES, LLC
                               (FORMERLY RADIO ONE LICENSES, INC.)
                         BELL BROADCASTING COMPANY
                         RADIO ONE OF DETROIT, LLC
                               (FORMERLY RADIO ONE OF DETROIT, INC.)
                         RADIO ONE OF ATLANTA, LLC
                               (FORMERLY RADIO ONE OF ATLANTA, INC.)
                         ROA LICENSES, LLC
                               (FORMERLY ROA LICENSES, INC.)
                         RADIO ONE OF CHARLOTTE, LLC,
                         RADIO ONE OF AUGUSTA, LLC
                               (FORMERLY RADIO ONE OF AUGUSTA, INC.)
                         CHARLOTTE BROADCASTING, LLC
                               (FORMERLY DAVIS BROADCASTING OF CHARLOTTE, INC.)

                         RADIO ONE OF NORTH CAROLINA, LLC
                               (FORMERLY RADIO ONE OF NORTH CAROLINA, INC.)
                         RADIO ONE OF BOSTON, INC.
                         RADIO ONE OF BOSTON LICENSES, LLC
                               (FORMERLY RADIO ONE OF BOSTON LICENSES, INC.)
                         BLUE CHIP MERGER SUBSIDIARY, INC.
                         BLUE CHIP BROADCAST COMPANY
                         BLUE CHIP BROADCASTING, LTD.
                         BLUE CHIP BROADCASTING LICENSES, LTD.
                         BLUE CHIP BROADCASTING LICENSES II, LTD.

                         By:     /s/ Alfred C. Liggins, III
                              ---------------------------------------
                         Name:   Alfred C. Liggins, III
                         Title:  President and Chief Executive Officer


                         THE BANK OF NEW YORK
                           as Trustee

                         By:     /s/ Authorized Signer
                              ---------------------------------------
                                 Authorized Signer

                                       8





                                                                      Schedule A
                                                                      ----------

                             SCHEDULE OF FORMATIONS
                             ----------------------

                          PART I: The Texas Formations

         The recently formed New Texas Guaranteeing Subsidiaries have had the
below-listed equity ownership at all times since December 17, 2001.




Guaranteeing Subsidiary                                       Ownership Interest

- ----------------------------------------------------------    --------------------------------------------------------
                                                          
Radio One of Texas I, LLC                                     100% of Units held by Radio One, Inc.

Radio One of Texas II, LLC                                    100% of Units held by Radio One, Inc.

Radio One of Texas, LP                                        1% of  partnership  interest held by Radio One of Texas
                                                              I, LLC, its general partner

                                                              99% of partnership  interest held by Radio One of Texas
                                                              II, LLC, its limited partner




                          PART II: The Other Formations

         The recently formed Other New Guaranteeing Subsidiaries have the
below-listed equity ownership effective as of December 31, 2001.

Guaranteeing Subsidiary                                       Ownership Interest

- ----------------------------------------------------------    --------------------------------------------------------
                                                           
Radio One of Indiana, LLC                                     100% of Units held by Radio One of Indiana, L.P.

Radio One of Indiana, L.P.                                    99% of  partnership  interest held by Radio One,  Inc.,
                                                              its general partner

                                                              1% of  partnership  held by Radio One of Texas II, LLC,
                                                              its limited partner

Satellite One, L.L.C.                                         100% of Units held by Radio One, Inc.





                                       9



                                                                      Schedule B
                                                                      ----------

                               SCHEDULE OF MERGERS
                               -------------------

         The below-listed Existing Guarantors were merged into the Company or
other Existing Guarantors effective as of December 31, 2001.



Merged Existing Guarantor                                  Entity into which Existing Guarantor was Merged

- ------------------------------------------------------     -----------------------------------------------------------
                                                        
WYCB Acquisition Corporation                               Radio One, Inc.

Broadcast Holdings, Inc.                                   Radio One Licenses, Inc. (*)

Allur-Detroit, Inc.                                        Bell Broadcasting Company

Allur Licenses, Inc.                                       Radio One of Detroit, Inc. (*)

Dogwood Communications, Inc.                               Radio One of Atlanta, Inc. (*)

Dogwood Licenses, Inc.                                     ROA Licenses, Inc. (*)



         * Entity to be converted into a limited liability company immediately
following the merger (see Schedule C - Schedule of Conversions)



                                       10



                                                                      Schedule C
                                                                      ----------

                             SCHEDULE OF CONVERSIONS
                             -----------------------

         The below-listed entities converted from corporate form to limited
liability company effective as of December 31, 2001.



Pre-conversion Entity                                         Post-Conversion Entity

- ----------------------------------------------------------    -------------------------------------------------------
                                                           
Radio One Licenses, Inc.                                      Radio One Licenses, LLC

Radio One of Detroit, Inc.                                    Radio One of Detroit, LLC

Radio One of Atlanta, Inc.                                    Radio One of Atlanta, LLC

ROA Licenses, Inc.                                            ROA Licenses, LLC

Radio One of Augusta, Inc.                                    Radio One of Augusta, LLC

Davis Broadcasting of Charlotte, Inc.                         Charlotte Broadcasting, LLC

Radio One of North Carolina, Inc.                             Radio One of North Carolina, LLC

Radio One of Boston Licenses, Inc.                            Radio One of Boston Licenses, LLC




                                       11

EX-4.17

                                                                    EXHIBIT 4.17

===============================================================================

                                 RADIO ONE, INC.

                                       AND

                            WILMINGTON TRUST COMPANY,
                                     TRUSTEE

                          FORM OF SENIOR DEBT INDENTURE

                    GUARANTEED TO THE EXTENT SET FORTH HEREIN
                         BY THE GUARANTORS NAMED HEREIN

                         DATED AS OF ____________, 200_


===============================================================================




                                 RADIO ONE, INC.

           Reconciliation and tie between Trust Indenture Act of 1939
                 and Indenture, dated as of ______________, 200_




     TRUST INDENTURE ACT SECTION            INDENTURE SECTION

                                         
             310(a)(1)                            6.09
                (a)(2)                            6.09
                (a)(3)                            Not Applicable
                (a)(4)                            Not Applicable
                (b)                               6.08, 6.10
             311(a)                               6.13
                (b)                               6.13
                (b)(2)                            7.03(a), 7.03(b)
             312(a)                               7.01, 7.02(a)
                (b)                               7.02(b)
                (c)                               7.02(c)
             313(a)                               7.03(a)
                (b)                               7.03(a)
                (c)                               7.03(a), 7.03(b)
                (d)                               7.03(b)
             314(a)                               7.04
                (b)                               Not Applicable
                (c)(1)                            1.02
                (c)(2)                            1.02
                (c)(3)                            Not Applicable
                (d)                               Not Applicable
                (e)                               1.02
             315(a)                               6.01(a)
                (b)                               6.02, 7.03(a)
                (c)                               6.01(b)
                (d)                               6.01(c)
                (d)(1)                            6.01(a), 6.01(c)
                (d)(2)                            6.01(c)
                (d)(3)                            6.01(c)
                (e)                               5.14
             316(a)(1)(A)                         5.12
                (a)(1)(B)                         5.02, 5.13
                (a)(2)                            Not Applicable
                (b)                               5.08
                (c)                               1.04(e)
             317(a)(1)                            5.03
                (a)(2)                            5.04
                (b)                               10.05
             318(a)                               1.07


                                       i




                                TABLE OF CONTENTS



                                                                          Page
                                                                          ----
                                                                       
ARTICLE 1
     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ...........    1
     Section 1.01  Definitions .........................................    1
     Section 1.02  Compliance Certificates and Opinions ................    6
     Section 1.03  Form of Documents Delivered to Trustee ..............    6
     Section 1.04  Acts of Holders .....................................    7
     Section 1.05  Notices, Etc., to Trustee and Company ...............    8
     Section 1.06  Notice to Holders; Waiver ...........................    8
     Section 1.07  Conflict with Trust Indenture Act ...................    9
     Section 1.08  Effect of Headings and Table of Contents ............    9
     Section 1.09  Successors and Assigns ..............................    9
     Section 1.10  Separability Clause .................................    9
     Section 1.11  Benefits of Indenture ...............................    9
     Section 1.12  Governing Law .......................................    9
     Section 1.13  Legal Holidays ......................................    9
     Section 1.14  No Recourse Against Others ..........................    9
     Section 1.15  Judgment Currency ...................................    9
     Section 1.16  Counterparts ........................................   10

ARTICLE 2
     SECURITY FORMS ....................................................   10
     Section 2.01  Forms Generally .....................................   10
     Section 2.02  Form of Face of Security ............................   10
     Section 2.03  Form of Reverse of Security .........................   12
     Section 2.04  Form of Trustee's Certificate of Authentication .....   15
     Section 2.05  Securities in Global Form ...........................   16
     Section 2.06  Form of Legend for the Securities in Global Form ....   16

ARTICLE 3
     THE SECURITIES ....................................................   16
     Section 3.01  Amount Unlimited; Issuable in Series ................   16
     Section 3.02  Denominations .......................................   18
     Section 3.03  Execution, Authentication, Delivery and Dating ......   19
     Section 3.04  Temporary Securities ................................   20
     Section 3.05  Registration, Registration of Transfer and Exchange .   20
     Section 3.06  Mutilated, Destroyed, Lost and Stolen Securities ....   22
     Section 3.07  Payment of Interest; Interest Rights Preserved ......   23
     Section 3.08  Persons Deemed Owners ...............................   23
     Section 3.09  Cancellation ........................................   24
     Section 3.10  Computation of Interest .............................   24
     Section 3.11  CUSIP Number ........................................   24
     Section 3.12  Wire Transfers ......................................   24

ARTICLE 4
     SATISFACTION AND DISCHARGE ........................................   24
     Section 4.01  Satisfaction and Discharge of Indenture .............   24
     Section 4.02  Application of Trust Money ..........................   25
     Section 4.03  Application to a Specific Series of Securities ......   25


                                      -ii-



                                                                                                
ARTICLE 5
     REMEDIES ...................................................................................   25
     Section 5.01  Events of Default ............................................................   25
     Section 5.02  Acceleration of Maturity; Rescission and Annulment ...........................   26
     Section 5.03  Collection of Indebtedness and Suits for Enforcement by Trustee ..............   27
     Section 5.04  Trustee May File Proofs of Claim .............................................   27
     Section 5.05  Trustee May Enforce Claims Without Possession of Securities ..................   28
     Section 5.06  Application of Money Collected ...............................................   28
     Section 5.07  Limitation on Suits ..........................................................   28
     Section 5.08  Unconditional Right of Holders to Receive Principal, Premium and Interest ....   29
     Section 5.09  Restoration of Rights and Remedies ...........................................   29
     Section 5.10  Rights and Remedies Cumulative ...............................................   29
     Section 5.11  Delay or Omission Not Waiver .................................................   29
     Section 5.12  Control by Holders ...........................................................   29
     Section 5.13  Waiver of Past Defaults ......................................................   30
     Section 5.14  Undertaking for Costs ........................................................   30

ARTICLE 6
     THE TRUSTEE ................................................................................   30
     Section 6.01  Certain Duties and Responsibilities of the Trustee ...........................   30
     Section 6.02  Notice of Defaults ...........................................................   31
     Section 6.03  Certain Rights of Trustee ................. ..................................   31
     Section 6.04  Not Responsible for Recitals or Issuance of Securities .......................   32
     Section 6.05  May Hold Securities ..........................................................   32
     Section 6.06  Money Held in Trust ..........................................................   32
     Section 6.07  Compensation and Reimbursement ...............................................   32
     Section 6.08  Disqualification; Conflicting Interests ......................................   33
     Section 6.09  Corporate Trustee Required; Eligibility ......................................   33
     Section 6.10  Resignation and Removal; Appointment of Successor ............................   33
     Section 6.11  Acceptance of Appointment by Successor .......................................   34
     Section 6.12  Merger, Conversion, Consolidation or Succession to Business ..................   35
     Section 6.13  Preferential Collection of Claims Against Company ............................   35
     Section 6.14  Appointment of Authenticating Agent ..........................................   35
     Section 6.15  Compliance with Tax Laws .....................................................   36

ARTICLE 7
     HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ..........................................   36
     Section 7.01  Company to Furnish Trustee Names and Addresses of Holders ....................   36
     Section 7.02  Preservation of Information; Communications to Holders .......................   37
     Section 7.03  Reports by Trustee ...........................................................   37
     Section 7.04  Reports by Company ...........................................................   38

ARTICLE 8
     CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER .............................................   38
     Section 8.01  When Company May Merge, Etc. .................................................   38
     Section 8.02  Opinion of Counsel ...........................................................   39
     Section 8.03  Successor Corporation Substituted ............................................   39

ARTICLE 9
     SUPPLEMENTAL INDENTURES ....................................................................   39
     Section 9.01  Supplemental Indentures Without Consent of Holders ...........................   39
     Section 9.02  Supplemental Indentures with Consent of Holders ..............................   40
     Section 9.03  Execution of Supplemental Indentures .........................................   41
     Section 9.04  Effect of Supplemental Indentures ............................................   41


                                      -iii-




                                                                                                          
     Section 9.05  Conformity with Trust Indenture Act ....................................................   41
     Section 9.06  Reference in Securities to Supplemental Indentures .....................................   41

ARTICLE 10
     COVENANTS ............................................................................................   41
     Section 10.01 Payments of Securities .................................................................   41
     Section 10.02 Maintenance of Office or Agency ........................................................   41
     Section 10.03 Compliance Certificates ................................................................   42
     Section 10.04 Waiver of Stay, Extension or Usury Laws ................................................   42
     Section 10.05 Money for Securities Payments to Be Held in Trust ......................................   42
     Section 10.06 Waiver of Certain Covenants ............................................................   43

ARTICLE 11
     REDEMPTION OF SECURITIES .............................................................................   43
     Section 11.01 Applicability of Article ...............................................................   43
     Section 11.02 Election to Redeem; Notice to Trustee ..................................................   43
     Section 11.03 Selection by Trustee of Securities to Be Redeemed ......................................   43
     Section 11.04 Notice of Redemption ...................................................................   44
     Section 11.05 Deposit of Redemption Price ............................................................   44
     Section 11.06 Securities Payable on Redemption Date ..................................................   45
     Section 11.07 Securities Redeemed in Part ............................................................   45

ARTICLE 12
     SINKING FUNDS ........................................................................................   45
     Section 12.01 Applicability of Article ...............................................................   45
     Section 12.02 Satisfaction of Sinking Fund Payments with Securities ..................................   45
     Section 12.03 Redemption of Securities for Sinking Fund ..............................................   45

ARTICLE 13
     DEFEASANCE AND COVENANT DEFEASANCE ...................................................................   46
     Section 13.01 Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance..   46
     Section 13.02 Defeasance and Discharge ...............................................................   46
     Section 13.03 Covenant Defeasance ....................................................................   46
     Section 13.04 Conditions to Defeasance or Covenant Defeasance ........................................   46
     Section 13.05 Deposited Money and Government Obligations To Be Held in Trust .........................   47
     Section 13.06 Reinstatement ..........................................................................   48

ARTICLE 14
     GUARANTEES ...........................................................................................   48
     Section 14.01  Guarantee .............................................................................   48




                                      -iv-




     INDENTURE, dated as of ________________, 200_, between RADIO ONE, INC., a
Delaware corporation (herein called the "COMPANY"), the GUARANTORS listed on
Schedule 1 hereto (herein called the "GUARANTORS") and WILMINGTON TRUST COMPANY,
a Delaware banking corporation, as Trustee (herein called the "TRUSTEE").

                            RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior unsecured
debentures, notes or other evidences of indebtedness (herein called the
"SECURITIES"), to be issued in one or more series as in this Indenture provided.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
ratable benefit of the Holders of the Securities, as follows:

                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.01 Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

         (1) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

         (2) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, or defined by
     Commission rule and not otherwise defined herein, have the meanings
     assigned to them therein;

         (3) all accounting terms not otherwise defined herein have the meanings
     assigned to them in accordance with GAAP;

         (4) the word "INCLUDING" (and with correlative meaning "INCLUDE") means
     including, without limiting the generality of, any description preceding
     such term; and

         (5) the words "HEREIN," "HEREOF" and "HEREUNDER" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

     "ACT," when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

     "AUTHENTICATING AGENT" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.

     "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.



     "BOARD OF DIRECTORS" means the board of directors of the Company; provided,
however, that when the context refers to actions or resolutions of the Board of
Directors, then the term "BOARD OF DIRECTORS" shall also mean any duly
authorized committee of the Board of Directors of the Company authorized to act
with respect to any particular matter to exercise the power of the Board of
Directors of the Company.

     "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "BUSINESS DAY," when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities of any
series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or regulation to close.

     "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, warrants, rights, options or other equivalents
(however designated) of capital stock or any other equity interest of such
Person, including each class of common stock and preferred stock.

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

     "COMPANY" means the Person named as the "Company" in the first paragraph of
this Indenture until a successor corporation or other entity shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

     "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any two Officers, at least one of whom must
be its Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer, its Chief Accounting Officer, its Treasurer, an
Assistant Treasurer or its Controller, and delivered to the Trustee.

     "CORPORATE TRUST OFFICE" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, DE 19890-0001; Attn:
Corporate Trust Administration.

     "COVENANT DEFEASANCE" has the meaning specified in Section 13.03.

     "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite currency.

     "CUSTODIAN" means any receiver, custodian, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

     "DEFAULT" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

     "DEFEASANCE" has the meaning specified in Section 13.02.

     "DELAWARE BANKING DAY" has the meaning specified in Section 1.15.

     "DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more global Securities, the
Person designated as Depositary by the Company pursuant to Section 3.01

                                      -2-



until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" shall mean the Depositary with respect to the
Securities of that series.

     "DOLLARS" and "$" means lawful money of the United States of America.

     "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.

     "GAAP" means such accounting principles as are generally accepted in the
United States of America which are in effect on the date hereof.

     "GUARANTEE" means the guarantee by any Guarantor of the obligations under
this Indenture.

     "HOLDER" or "SECURITYHOLDER" means a Person in whose name a Security is
registered in the Security Register.

     "INDEBTEDNESS" means, with respect to any Person (without duplication for
indebtedness or other obligations of such Person), any indebtedness of such
Person for money borrowed, whether incurred, assumed or guaranteed, and
including obligations under capitalized leases.

     "INDENTURE" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
hereunder.

     "INTEREST," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

     "INTEREST PAYMENT DATE," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

     "JUDGMENT CURRENCY" has the meaning specified in Section 1.15.

     "MATURITY," when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

     "OFFICER" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, any Vice
President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of such Person.

     "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers of
the Company, at least one of whom must be its Chief Executive Officer, its
President, its Chief Financial Officer, its Chief Accounting Officer, its
Treasurer or its Controller, and delivered to the Trustee.

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably acceptable
to the Trustee.

     "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

                                      -3-



     "OUTSTANDING," when used with respect to Securities or Securities of any
series, means, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

          (i) Securities theretofore canceled by the Trustee or delivered to the
     Trustee for cancellation;

          (ii) Securities, or portions thereof, for whose payment or redemption
     money in the necessary amount has been theretofore deposited with the
     Trustee or any Paying Agent (other than the Company) in trust or set aside
     and segregated in trust by the Company (if the Company shall act as its own
     Paying Agent) for the Holders of such Securities; provided that, if such
     Securities are to be redeemed, notice of such redemption has been duly
     given pursuant to this Indenture or provision therefor reasonably
     satisfactory to the Trustee has been made;

         (iii) Securities which have been paid as provided herein or in exchange
     for or in lieu of which other Securities have been authenticated and
     delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     reasonably satisfactory to it that such Securities are held by a bona fide
     purchaser in whose hands such Securities are valid obligations of the
     Company; and

         (iv) Securities which have been defeased pursuant to Section 13.02;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof pursuant
to the terms of such Original Issue Discount Security as of the date of such
determination, (b) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the dollar equivalent, determined
in the manner provided as contemplated by Section 3.01 on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (a) above) of
such Security, and (c) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

     "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company. The Company may act as Paying Agent with respect to any Securities
issued hereunder.

     "PERSON" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "PLACE OF PAYMENT," when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

                                      -4-



     "REDEMPTION DATE," when used with respect to any Security of any series to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

     "REDEMPTION PRICE," when used with respect to any Security of any series to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

     "REGISTERED SECURITY" means any Security issued hereunder and registered in
the Security Register.

     "REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.

     "REQUIRED CURRENCY" has the meaning specified in Section 1.15.

     "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
officer of the Trustee assigned to administer corporate trust matters and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her knowledge of and familiarity
with the particular subject.

     "SECURITIES" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 3.05.

     "SIGNIFICANT SUBSIDIARY" of a Person has the meaning ascribed to such term
in Rule 1.02(w) of Regulation S-X under the Securities Act of 1933, as amended.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

     "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

     "SUBSIDIARY" means, with respect to any Person:

         (1) any corporation, association or other business entity of which more
     than 50% of the total voting power of shares of Capital Stock entitled
     (without regard to the occurrence of any contingency) to vote in the
     election of directors, managers or trustees thereof is at the time owned or
     controlled, directly or indirectly, by such Person or one or more of the
     other Subsidiaries of that Person (or a combination thereof); and

         (2) any partnership (a) the sole general partner or the managing
     general partner of which is such Person or a Subsidiary of such Person or
     (b) the only general partners of which are such Person or one or more
     Subsidiaries of such Person (or any combination thereof).

     "TRUSTEE" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended, as
in force at the date as of which this Indenture was executed; provided, however,
that in the event that such Act is amended after such date, "Trust Indenture
Act" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended.

                                      -5-



     "U.S. GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed by the full
faith and credit of the United States of America which, in either case, are not
callable or redeemable at the option of the issuer thereof or otherwise subject
to prepayment, and shall also include a depository receipt issued by a New York
Clearing House bank or trust company as custodian with respect to any such U.S.
Government Obligation, or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount held by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

     "VICE PRESIDENT," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

     "VOTING STOCK" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     Section 1.02 Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

         (a) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

         (b) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

         (c) a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

         (d) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.

     Section 1.03 Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

     Any certificate or opinion of an Officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such Officer actually knows that the certificate or opinion
or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an Officer or Officers of the Company stating
that the information with respect to such factual

                                      -6-



matters is in the possession of the Company, unless such counsel actually knows
that the certificate or opinion or representations with respect to such matters
are erroneous.

     Any certificate, statement or opinion of an Officer of the Company or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such Officer or counsel, as the
case may be, actually knows that the certificate or opinion or representations
with respect to the accounting matters upon which his or her certificate,
statement or opinion is based are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     Section 1.04 Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agents duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "ACT" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

     (c) The ownership of Registered Securities shall be proved by the Security
Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

     (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the immediately following paragraph. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

                                      -7-




     (f) The Trustee shall set a record date, which shall not be more than 15
days prior to the date of commencement of solicitation of such action
contemplated by this section 1.04(f), for the purpose of determining the Holders
of Securities of any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section
5.02, (iii) any direction referred to in Section 5.12, (iv) any request to
institute proceedings referred to in Section 5.07(2) or (v) any waiver of past
defaults pursuant to Section 5.13, in each case with respect to Securities of
such series. If such a record date is fixed pursuant to this paragraph, the
relevant action may be taken or given before or after such record date, but only
the Holders of record at the close of business on such record date shall be
deemed to be holders of Securities of a series for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities of such
series have authorized or agreed or consented to such action, and for that
purpose the Outstanding Securities of such series shall be computed as of such
record date; provided that no such action by Holders on such record date shall
be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's reasonable expense,
shall cause notice of such record date and the proposed action by Holders to be
given to the Company in writing and to each Holder of Securities of the relevant
series in the manner set forth in Section 1.06.

     Section 1.05 Notices, Etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

          (a) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     and mailed first-class postage prepaid, to or with the Trustee at
     Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
     Wilmington, DE 19890-0001, Attention: Corporate Trust Administration; or

          (b) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at Radio One, Inc., 5900 Princess Garden Parkway, 7th
     Floor, Lanham, Maryland 20706, Attention: Secretary, or at any other
     address previously furnished in writing to the Trustee by the Company.

     Section 1.06 Notice to Holders; Waiver. Where this Indenture or any
Security provides for notice to Holders of any event, such notice shall be
deemed sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first- class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders or the validity of the proceedings to which
such notice relates.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

     Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

     Where this Indenture or any Security provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

                                      -8-



     Section 1.07 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included or deemed included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, such provision of the Trust Indenture Act
shall be deemed to apply to this Indenture as so modified or shall be excluded,
as the case may be.

     Section 1.08 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 1.09 Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 1.10 Separability Clause. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     Section 1.11 Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     Section 1.12 Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the laws (other than the choice of
law provisions) of the State of Delaware.

     Section 1.13 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day or on such other
day as may be set out in the Officers' Certificate pursuant to Section 3.01 at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be, provided that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, if payment is made on such next succeeding Business Day or other
day set out in such Officers' Certificate.

     Section 1.14 No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or any Guarantor (other than a stockholder
which itself is the Company or a Guarantor of the Securities) shall not have any
liability for any obligations of the Company or any Guarantor under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.

     Section 1.15 Judgment Currency. The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, on the Securities
of any series (the "REQUIRED CURRENCY") into a currency in which a judgment will
be rendered (the "JUDGMENT CURRENCY"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in Wilmington, Delaware the Required Currency with the Judgment
Currency on the Delaware Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such

                                      -9-


actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "DELAWARE BANKING DAY" means any day except a Saturday, Sunday or a
legal holiday in Wilmington, Delaware or a day on which banking institutions in
Wilmington, Delaware are authorized or required by law or executive order to
close.

     Section 1.16 Counterparts. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                                    ARTICLE 2
                                 SECURITY FORMS

     Section 2.01 Forms Generally. The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the Officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

     The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

     Section 2.02 Form of Face of Security.

                                 RADIO ONE, INC.

No. _______                                                         [$]________

Radio One, Inc., a corporation duly organized and existing under the laws of
Delaware (herein called the "COMPANY," which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to _______________, or registered assigns, the principal
sum of _______________ [Dollars] on _______________ [if the Security is to bear
interest prior to Maturity, insert--and to pay interest thereon from
_______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on _______________ and
_______________ in each year [if other than semi-annual payments, insert
frequency of payments and payment dates], commencing _____________________, at
[if the Security is to bear interest at a fixed rate, insert-- the rate of
_____% per annum], [if the Security is to bear interest at a variable or
floating rate and if determined with reference to an index, refer to description
of index below] until the principal hereof is paid or made available for payment
[if applicable insert--, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of _____% per annum on any overdue
principal and premium and on any overdue installment of interest]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
__________ or __________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any


                                      -10-


securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture]. [If the Securities are floating or adjustable rate
securities with respect to which the principal of or any premium or interest may
be determined with reference to an index, insert the text of the floating or
adjustable rate provision.]

     [If the Security is not to bear interest prior to Maturity, insert-- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

     [If the Securities are to be Payment-in-Kind Securities, insert the text
of the PIK provision.]

     Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______________, in dollars [if
applicable, insert--; provided, however, that at the option of the Company,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

     [If applicable, insert-- So long as all of the Securities of this series
are represented by Securities in global form, the principal of, premium, if any,
and interest, if any, on this global Security shall be paid in same day funds to
the Depositary, or to such name or entity as is requested by an authorized
representative of the Depositary. If at any time the Securities of this series
are no longer represented by global Securities and are issued in definitive
certificated form, then the principal of, premium, if any, and interest, if any,
on each certificated Security at Maturity shall be paid in same day funds to the
Holder upon surrender of such certificated Security at the Corporate Trust
Office of the Trustee, or at such other place or places as may be designated in
or pursuant to the Indenture, provided that such certificated Security is
surrendered to the Trustee, or at such other place or places as may be
designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, acting as Paying Agent, in time for the
Paying Agent to make such payments in such funds in accordance with its normal
procedures. Payments of interest with respect to such certificated Securities
other than at Maturity may, at the option of the Company, be made by check
mailed to the address of the Person entitled thereto as it appears on the
Security Register on the relevant Regular or Special Record Date or by wire
transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.]

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


                                       RADIO ONE, INC.



                                       By:_____________________________________
                                          Name:
                                          Title:


Attest:

                                      -11-





                                     [SEAL]

                                      200_

     Section 2.03 Form of Reverse of Security.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "SECURITIES"), issued and to be issued in one or more
series under an Indenture, dated as of _______________, 200_ (herein called the
"INDENTURE"), between the Company and Wilmington Trust Company, as Trustee
(herein called the "TRUSTEE," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [, limited in aggregate principal amount to
$----------].

     [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by first class
mail, [if applicable, insert-- (1) on __________ in any year commencing with the
year __________ and ending with the year __________ through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [on or after __________, _____], as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount):

     If redeemed [on or before _______________, _____%, and if redeemed] during
the 12-month period beginning _______________ of the years indicated,

                                             REDEMPTION
                      YEAR                     PRICE
                      ----                   ----------


and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert-- (whether
through operation of the sinking fund or otherwise)] with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

     [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by first class
mail, (1) on _______________ in any year commencing with the year __________ and
ending with the year __________ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after __________], as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below:

     If redeemed during a 12-month period beginning _________________ of the
years indicated,



     Redemption Price
     For Redemption          Redemption Price For Redemption Otherwise Than Through
     Sinking Fund            Operation of The Through Operation of The Sinking Fund      Year
     ----------------        ------------------------------------------------------      ----
                                                                                   




and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be

                                      -12-


payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]

     [Notwithstanding the foregoing, the Company may not, prior to __________,
redeem any Securities of this series as contemplated by [clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than _____% per annum.]

     [The sinking fund for this series provides for the redemption on
___________ in each year beginning with the year _____ and ending with the year
_____ of [not less than] $_______________ [("MANDATORY SINKING FUND") and not
more than $____________] aggregate principal amount of Securities of this
series.] [Securities of this series acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made--in
the inverse order in which they become due.]

     [In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]

     [If the Security is not an Original Issue Discount Security, insert-- If
any Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert-- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal --insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]

     [This Security is subject to defeasance and covenant defeasance as
described in the Indenture [if applicable, insert -- and the supplemental
indenture].]

     [This Security is subject to satisfaction and discharge as provided in the
Indenture [if applicable, insert -- and the supplemental indenture].]

     The Indenture may be modified by the Company and the Trustee without
consent of any Holder with respect to certain matters as described in the
Indenture. In addition, the Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall bind such Holder and all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency

                                      -13-


of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of [$1,000] and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer or lease all or substantially all of its properties or assets [If other
covenants are applicable pursuant to the provisions of Section 3.01, insert
here]. All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under this Security or
the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security.

     [If applicable, insert -- A director, officer, employee or stockholder, as
such, of the Guarantor shall not have any liability for any obligations of the
Company or such Guarantor under this Security or the Indenture [if applicable,
insert -- or the supplemental indenture] or for any claim based on, in respect
of or by reason of, such obligations or their creation. Each Holder, by
accepting a Security, waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Security.]

     [If applicable, insert -- This Security will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture and the supplemental indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, if any, the Trustee and the Holders.]

     [If applicable, insert-- Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures ("CUSIP"), the Company
has caused CUSIP numbers to be printed on the Securities of this series as a
convenience to the Holders of the Securities of this series. No representation
is made as to the correctness or accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other
identification numbers printed hereon.]

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                      -14-




                                 ASSIGNMENT FORM

     To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to

________________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ___________________________________ agent to transfer
this Security on the books of the Company. The agent may substitute another to
act for him.

Dated:                  Your Signature:
      ------------                     -----------------------------------------
                                       (Sign exactly as your name appears on the
                                             other side of this Security)

Signature Guaranty:
                    ------------------------------------------------------------
                    [Signatures must be guaranteed by an "eligible guarantor
                    institution" meeting the requirements of the Transfer Agent,
                    which requirements will include membership or participation
                    in STAMP or such other "signature guarantee program" as may
                    be determined by the Transfer Agent in addition to, or in
                    substitution for, STAMP, all in accordance with the Exchange
                    Act.]

Social Security Number or Taxpayer Identification Number:
                                                         ----------------------

     Section 2.04 Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication shall be in substantially the following form:

Dated:
      ------------

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.


                                            WILMINGTON TRUST COMPANY,
                                ------------------------------------------------
                                As Trustee

                                By
                                  ----------------------------------------------
                                             Authorized Signatory

     Section 2.05 Securities in Global Form. If Securities of or within a series
are issuable in whole or in part in global form, then any such Security of such
series may provide that it shall represent the aggregate or a specified amount
of the Outstanding Securities of such series from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities of such
series represented thereby may from time to time be reduced or increased to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel.

                                      -15-




     The provisions of the last paragraph of Section 3.03 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby.

     Notwithstanding the provisions of Sections 2.01 and 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and premium,
if any, and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

     Section 2.06 Form of Legend for the Securities in Global Form. Any Security
in global form authenticated and delivered hereunder shall bear a legend in
substantially the following form, or in such other form as may be necessary or
appropriate to reflect the arrangements with or to comply with the requirements
of any Depositary:

         "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
         OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
         OR IN PART FOR SECURITIES IN CERTIFICATED FORM IN THE LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THIS SECURITY MAY NOT BE
         TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
         DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
         ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
         NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
         DEPOSITARY."

                                    ARTICLE 3
                                 THE SECURITIES

     Section 3.01 Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued from time to time in one or more series. Prior
to the issuance of Securities of any series, there shall be established in or
pursuant to (i) a Board Resolution, (ii) action taken pursuant to a Board
Resolution and (subject to Section 3.03) set forth, or determined in the manner
provided, in an Officers' Certificate, or (iii) one or more indentures
supplemental hereto:

               (1) the title of the Securities of the series (which shall
          distinguish the Securities of the series from all other Securities);

               (2) the purchase price, denomination and any limit upon the
          aggregate principal amount of the Securities of the series which may
          be authenticated and delivered under this Indenture (except for
          Securities authenticated and delivered upon registration of transfer
          of, or in exchange for, or in lieu of, other Securities of the series
          pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07);

               (3) the date or dates on which the principal of and premium, if
          any, on the Securities of the series is payable or the method of
          determination thereof;

               (4) the rate or rates at which the Securities of the series shall
          bear interest, if any, or the method of calculating such rate or rates
          of interest, whether the interest on the Securities will be paid in
          the form of additional Securities and if so, the terms and provisions
          for the payment of such additional Securities, including, without
          limitation, the method for calculating the amount of additional
          Securities so payable, the date or dates from which such interest
          shall accrue or the method by which such date or dates shall be
          determined, the Interest Payment Dates on which any such interest
          shall be payable and the Regular Record Date, if any, for the interest
          payable on any Interest Payment Date;

               (5) the place or places where the principal of, premium, if any,
          and interest, if any, on Securities of the series shall be payable;

                                      -16-



     (6) the place or places where the Securities may be exchanged or
transferred;

     (7) the period or periods within which, the price or prices at which, the
currency or currencies (including currency unit or units) in which, and the
other terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Company, and, if other than as
provided in Section 11.03, the manner in which the particular Securities of such
series (if less than all Securities of such series are to be redeemed) are to be
selected for redemption;

     (8) the obligation, if any, of the Company to redeem or purchase Securities
of the series in whole or in part pursuant to any sinking fund or analogous
provisions or upon the happening of a specified event or at the option of a
Holder thereof and the period or periods within which, the price or prices at
which, and the other terms and conditions upon which Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

     (9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the series shall be issuable;

     (10) if other than U.S. dollars, the currency or currencies (including
currency unit or units) in which payments of principal of, premium, if any, and
interest on the Securities of the series shall or may by payable, or in which
the Securities of the series shall be denominated, and the particular provisions
applicable thereto;

     (11) if the payments of principal of, premium, if any, or interest on the
Securities of the series are to be made, at the election of the Company or a
Holder, in a currency or currencies (including currency unit or units) other
than that in which such Securities are denominated or designated to be payable,
the currency or currencies (including currency unit or units) in which such
payments are to be made, the terms and conditions of such payments and the
manner in which the exchange rate with respect to such payments shall be
determined, and the particular provisions applicable thereto;

     (12) if the amount of payments of principal of, premium, if any, and
interest on the Securities of the series shall be determined with reference to
an index, formula or other method (which index, formula or method may be based,
without limitation, on a currency or currencies (including currency unit or
units) other than that in which the Securities of the series are denominated or
designated to be payable), the index, formula or other method by which such
amounts shall be determined;

     (13) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or
the method by which such portion shall be determined;

     (14) any modifications of or additions to the Events of Default or the
covenants of the Company set forth herein with respect to Securities of the
series; and whether and the conditions under which the Holders of the Securities
of the series may waive any such Event of Default or compliance with any such
covenant relating to the Securities of such series;

     (15) if either or both of Section 13.02 and Section 13.03 shall be
inapplicable, in whole or in part, to the Securities of the series (provided
that if no such inapplicability shall be specified, then both Section 13.02 and
Section 13.03 shall be applicable to the Securities of the series); and any
modification to either such section as it relates to such series of Securities;

     (16) if other than the Trustee, the identity of the Registrar and any
Paying Agent;

     (17) if the Securities of the series shall be issued in whole or in part in
global form, (i) the Depositary for such global Securities, (ii) the form of any
legend in addition to or in lieu of that in Section 2.06 which shall be borne by
such global Security, (iii) whether beneficial owners of interests in any
Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form
and

                                      -17-


denomination, and (iv) if other than as provided in Section 3.05, the
circumstances under which any such exchange may occur;

     (18) if the Holders of the Securities of the series may convert or exchange
the Securities of the series into or for securities of the Company or of other
entities or other property (or the cash value thereof), the specific terms of
and period during which such conversion or exchange may be made;

     (19) if the Securities of the series shall have the benefits of any
Guarantee and, if so, the identity of the Guarantor or Guarantors and the terms
and provisions applicable to any such Guarantee;

     (20) any provisions for the satisfaction and discharge of the Securities of
the series, including provisions in addition to or modifying the provisions of
Article 4 as they pertain to Securities of the series;

     (21) any addition to or change in the covenants set forth in Article 10
which applies to Securities of the series; and

     (22) any other terms of the series, including any terms which may be
required by or advisable under the laws of the United States of America or
regulations thereunder or advisable (as determined by the Company) in connection
with the marketing of Securities of the series.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided (i) by a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.03) set forth, or determined in the manner provided, in an Officers'
Certificate or (iii) in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

     If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant thereto in connection with the issuance of any Securities
of such series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

     Section 3.02 Denominations. The Securities of each series shall be issuable
in registered form without coupons in such denominations as shall be specified
as contemplated by Section 3.01. In the absence of any such provisions with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.

     Section 3.03 Execution, Authentication, Delivery and Dating. The Securities
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer, or its
Chief Accounting Officer attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and make such Securities available for
delivery. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in

                                      -18-


authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Sections 315(a) through (d) of the Trust
Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel
stating (subject to customary assumptions, conditions and exceptions):

         (a) if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 3.01, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

         (b) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company, enforceable in accordance with
     their terms, except to the extent enforceability may be limited by
     applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
     conveyance and other similar laws affecting the enforcement of creditors'
     rights generally and by the effect of general principles of equity
     (regardless of whether enforceability is considered in a proceeding in
     equity or at law).

     If such terms have been so established, the Trustee shall not be required
to authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee, or in the written opinion of counsel to the Trustee
(which counsel may be an employee of the Trustee) such authentication may not
lawfully be made or would involve the Trustee in personal liability.

     Notwithstanding the provisions of Section 3.01 and of the immediately
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Board Resolution
and the Officers' Certificate otherwise required pursuant to Section 3.01 or the
Company Order and Opinion of Counsel otherwise required pursuant to the second
preceding paragraph at or prior to the time of authentication of each Security
of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

     If the Company shall establish pursuant to Section 3.01 that the Securities
of a series are to be issued in whole or in part in the form of one or more
global Securities, then the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to the
authentication and delivery of such series, authenticate and deliver one or more
Securities of such series in global form that (i) shall be in an aggregate
amount equal to the aggregate principal amount of the Outstanding Securities of
such series to be represented by such Security or Securities in global form,
(ii) shall be registered in the name of the Depositary for such Security or
Securities in global form or its nominee, and (iii) shall be made available for
delivery by the Trustee to such Depositary or pursuant to such Depositary's
instruction.

     The Trustee shall have no responsibility to determine if the Depositary is
so registered. Each Depositary shall enter into an agreement with the Trustee
and the Company governing the respective duties and rights of such Depositary,
the Company and the Trustee with regard to Securities issued in global form.

     Unless otherwise provided for in the form of Security, each Security shall
be dated the date of its authentication.

     No Security shall be entitled to any benefits under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

     Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for

                                      -19-


all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

     Section 3.04 Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and make available for delivery, temporary Securities
of such series which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     In the case of Securities of any series, such temporary Securities may be
in global form, representing all or a portion of the Outstanding Securities of
such series.

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions thereof), if temporary Securities of
any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

     Section 3.05 Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency to be maintained by the Company in accordance with
Section 10.02 in a Place of Payment a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the "SECURITY REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of registration of
transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

     Upon surrender for registration of transfer of any Security of any series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and Stated Maturity.

     At the option of the Holder, Securities of any series (except a Security in
global form) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and Stated
Maturity, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.

     Each Security issued in global form authenticated under this Indenture
shall be registered in the name of the Depositary designated for such series or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Security issued in global form shall
constitute a single Security for all purposes of this Indenture.

     Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in certificated form in the
circumstances described below, a Security in global form representing all or a
portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

                                      -20-



     If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or defaults in the performance of its duties as
Depositary or it at any time the Depositary for the Securities of such series
shall no longer be eligible to perform such duties, the Company shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's selection pursuant to Section 3.01(b)(17)
shall no longer be effective with respect to the Securities of such series and
the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

     The Company may at any time in its sole discretion determine that
Securities issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Company shall execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

     If specified by the Company pursuant to Section 3.01 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

         (i) to each Person specified by such Depositary a new certified
     Security or Securities of the same series of like tenor, of any authorized
     denomination as requested by such Person in aggregate principal amount
     equal to and in exchange for such Person's beneficial interest in the
     Security in global form; and

         (ii) to such Depositary a new Security in global form of like tenor in
     a denomination equal to the difference, if any, between the principal
     amount of the surrendered Security in global form and the aggregate
     principal amount of certificated Securities delivered to Holders thereof.

     Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee. Securities issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

     Whenever any Securities are surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing.

     Unless otherwise provided in the Securities to be transferred or exchanged,
no service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

                                      -21-



     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (i) to issue, register
the transfer of or exchange Securities of such series during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.03 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption, in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

     The foregoing provisions relating to registration, transfer and exchange
may be modified, supplemented or superseded with respect to any series of
Securities by a Board Resolution or in one or more indentures supplemental
hereto.

     Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

     Section 3.07 Payment of Interest; Interest Rights Preserved. Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security of such series and the date of the proposed payment (which
     shall be not less than 25 days after the receipt by the Trustee of such
     notice, unless such Trustee shall consent to an earlier date), and at the
     same time the Company shall deposit with the Trustee an amount of money
     equal to the aggregate amount proposed to be paid


                                      -22-


     in respect of such Defaulted Interest or shall make arrangements reasonably
     satisfactory to the Trustee for such deposit prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as in this
     Clause provided. Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the reasonable expense of the
     Company, shall cause notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor to be mailed, first-class
     postage prepaid, to each Holder of Securities of such series at his address
     as it appears in the Security Register, not less than 10 days prior to such
     Special Record Date. Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor having been so mailed, such
     Defaulted Interest shall be paid to the Persons in whose names the
     Securities of such series (or their respective Predecessor Securities) are
     registered at the close of business on such Special Record Date and shall
     no longer be payable pursuant to the following Clause (2).

         (2) The Company may make payment of any Defaulted Interest on the
     Securities of any series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which such Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this Clause (2), such manner of payment shall be deemed practicable by
     the Trustee.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     Section 3.08 Persons Deemed Owners. Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Sections 3.05 and 3.07) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

     None of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depositary (or its nominee), as a Holder, with respect to such
Security in global form or impair, as between such Depositary and owners of
beneficial interests in such Security in global form, the operation of customary
practices governing the exercise of the right of such Depositary (or its
nominee) as holder of such Security in global form.

     Section 3.09 Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be held by the Trustee and may be destroyed (and, if so destroyed, certification
of their destruction shall be delivered to the Company, unless, by a Company
Order, the Company shall direct that canceled Securities be returned to it).

     Section 3.10 Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a year of twelve
30-day months.

                                      -23-



     Section 3.11 CUSIP Number. The Company in issuing Securities of any series
may use a "CUSIP" number, and if so, the Trustee may use the CUSIP number in
notices of redemption or exchange as a convenience to Holders of such series;
provided, that any such notice may state that no representation is made as to
the correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.

     Section 3.12 Wire Transfers. Notwithstanding any other provision to the
contrary in this Indenture, the Company may make any payment of moneys required
to be deposited with the Trustee on account of principal of, or premium, if any,
or interest on the Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer of
immediately available funds to an account designated by the Trustee on or before
the date and time such moneys are to be paid to the Holders of the Securities in
accordance with the terms hereof.

                                    ARTICLE 4
                           SATISFACTION AND DISCHARGE

     Section 4.01 Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of Securities and replacement of such Securities which
may have been lost, stolen or mutilated as herein expressly provided for or in
the form of Security for such series), when the Trustee, upon Company Request
and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

         (1) either (a) all Securities theretofore authenticated and delivered
     (other than (i) Securities which have been destroyed, lost or stolen and
     which have been replaced or paid as provided in Section 3.06 and (ii)
     Securities for whose payment money has theretofore been deposited in trust
     or segregated and held in trust by the Company and thereafter repaid to the
     Company or discharged from such trust, as provided in Section 10.05) have
     been delivered to the Trustee for cancellation; or (b) all such Securities
     not theretofore delivered to the Trustee for cancellation (i) have become
     due and payable, or (ii) will become due and payable at their Stated
     Maturity within one year, or (iii) are to be called for redemption within
     one year under arrangements reasonably satisfactory to the Trustee for the
     giving of notice of redemption by the Trustee in the name, and at the
     reasonable expense, of the Company, and the Company, in the case of (b)(i),
     (ii) or (iii) above, has deposited with the Trustee as trust funds in trust
     for the purpose an amount, in the currency or currencies or currency unit
     or units in which the Securities of such series are payable, sufficient to
     pay and discharge the entire indebtedness on such Securities not
     theretofore delivered to the Trustee for cancellation, for principal,
     premium, if any, and interest to the date of such deposit (in the case of
     Securities which have become due and payable) or the Stated Maturity or
     Redemption Date, as the case may be;

          (2) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company; and

          (3) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     provided for herein relating to the satisfaction and discharge of this
     Indenture have been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.05 shall survive.

     Section 4.02 Application of Trust Money. Subject to the provisions of the
last paragraph of Section 10.05, all money deposited with the Trustee pursuant
to Section 4.01 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment such money has
been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

                                      -24-



     Section 4.03 Application to a Specific Series of Securities. The Company
may elect to satisfy and discharge its obligations with respect to a specific
series of Securities under the Indenture by complying with the terms of Article
4. If the Company makes such election, (a) the terms of Section 4.01 and 4.02
shall apply only to the specific series of Securities and the terms of the
Indenture as it relates to such series of Securities and (b) the other
Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.

                                    ARTICLE 5
                                    REMEDIES

     Section 5.01 Events of Default. Except as otherwise specified as
contemplated by Section 3.01 for Securities of a series, "EVENT OF DEFAULT,"
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or to be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

         (1) the Company defaults in the payment of interest on any Security of
     that series when such interest becomes due and payable and the default
     continues for a period of 30 days; or

         (2) the Company defaults in the payment of the principal of, or
     premium, if any, on any Security of that series when the same becomes due
     and payable at Maturity or on redemption or otherwise; or

         (3) the Company fails to deposit any sinking fund payment, for five
     days after it becomes due by the terms of a Security of that series; or

         (4) the Company fails to observe or perform in any material respect any
     of its other covenants, agreements or warranties in the Securities of that
     series or this Indenture (other than a covenant, agreement or warranty a
     default in whose performance or whose breach is elsewhere in this Section
     specifically dealt with or which has expressly been included in this
     Indenture solely for the benefit of series of Securities other than that
     series), and the failure to observe or perform continues for the period and
     after the notice specified in the last paragraph of this Section; or

         (5) an event of default, as defined in any mortgage, indenture, or
     instrument under which there may be issued, or by which there may be
     secured or evidenced, any Indebtedness of the Company (including Securities
     of another series) (other than the Securities of such series) (whether such
     Indebtedness now exists or shall hereafter be created or incurred) shall
     occur, which event of default (i) is caused by a failure to pay principal
     of or premium, if any, or interest on such Indebtedness at final maturity
     after the expiration of the grace period provided in such Indebtedness on
     the date of such event of default, and (ii) results in Indebtedness
     becoming or being declared due and payable prior to the date on which it
     would otherwise become due and payable, and such default in payment is not
     cured or such acceleration shall not be rescinded or annulled within 30
     days after written notice to the Company from the Trustee or to the Company
     and to the Trustee from the Holders of at least twenty-five percent in
     aggregate principal amount of the Outstanding Securities of that series
     specifying such event of default and requiring the Company to cure such
     default in payment or cause such acceleration to be rescinded or annulled
     and stating that such notice is a "NOTICE OF DEFAULT" hereunder; provided,
     however, that it shall not be an Event of Default if the principal amount
     of Indebtedness which is not paid at maturity or the maturity of which is
     accelerated is equal to or less than $20,000,000; provided further that if,
     prior to a declaration of acceleration of the maturity of the Securities of
     that series or the entry of judgment in favor of the Trustee in a suit
     pursuant to Section 5.03, such default shall be remedied or cured by the
     Company or waived by the holders of such Indebtedness, then the Event of
     Default hereunder by reason thereof shall be deemed likewise to have been
     thereupon remedied, cured or waived without further action upon the part of
     either the Trustee or any of the Holders of the Securities of that series;
     or

         (6) the Company or any of its Significant Subsidiaries pursuant to or
     within the meaning of any Bankruptcy Law (a) commences a voluntary case or
     proceeding under any Bankruptcy Law with respect to itself, (b) consents to
     the entry of a judgment, decree or order for relief against it in an
     involuntary case or proceeding under any Bankruptcy Law, (c) consents to or
     acquiesces in the institution of bankruptcy or insolvency proceedings
     against

                                      -25-


     it, (d) applies for, consents to or acquiesces in the appointment of or
     taking possession by a Custodian of it or for all or substantially all of
     its property, (e) makes a general assignment for the benefit of its
     creditors or (f) takes any corporate action in furtherance of or to
     facilitate, conditionally or otherwise, any of the foregoing; or

         (7) (i) a court of competent jurisdiction enters a judgment, decree or
     order for relief in an involuntary case or proceeding under any Bankruptcy
     Law which shall (a) approve as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition in respect of the
     Company or any of its Significant Subsidiaries, (b) appoint a Custodian of
     the Company or any of its Significant Subsidiaries or for all or
     substantially all of its property or (c) order the winding-up or
     liquidation of affairs of the Company or any of its Significant
     Subsidiaries, and such judgment, decree or order shall remain unstayed and
     in effect for a period of 90 consecutive days; or (ii) any bankruptcy or
     insolvency petition or application is filed, or any bankruptcy or
     insolvency proceeding is commenced, against the Company or any of its
     Significant Subsidiaries and such petition, application or proceeding is
     not dismissed within 60 days; or (iii) a warrant of attachment is issued
     against any material portion of the property of the Company or any of its
     Significant Subsidiaries which is not released within 60 days of service;
     or

         (8) any other Event of Default provided with respect to Securities of
that series.

     A Default under clause (4) above is not an Event of Default until the
Trustee or the Holders of at least twenty-five percent in aggregate principal
amount of the Outstanding Securities of that series notify the Company of the
Default and the Company does not cure the Default within 60 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "NOTICE OF DEFAULT." When a Default under clause
(4) above is cured within such 60-day period, it ceases to be a Default.

     Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series (other than an Event
of Default specified in clause (6) or (7) of Section 5.01) occurs and is
continuing, the Trustee by notice in writing to the Company, or the Holders of
at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) on all the Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

     If an Event of Default specified in clause (6) or (7) of Section 5.01
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or specified principal amount) shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of any Security of that series.

     Upon payment of all such principal and interest, all of the Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 6.07.

     At any time after a declaration of acceleration of Maturity with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series by notice to the Trustee may rescind an
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of the principal of and interest on the Securities of that
series that has become due solely by such declaration of acceleration, have been
cured or waived, (ii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal that has
become due otherwise than by such declaration of acceleration have been paid,
(iii) the rescission would not conflict with any judgment or decree of a court
of competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 6.07 have been made.

     Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

         (1) default is made in the payment of any interest on any Security of
     any series when such interest becomes due and payable and such default
     continues for a period of 30 days, or

                                      -26-



          (2) default is made in the payment of the principal of (or premium, if
     any, on) any Security of any series at the Maturity thereof, or

          (3) default is made in the payment of any sinking or analogous
     obligation when the same becomes due by the terms of the Securities of any
     series, and any such default continues for any period of grace provided
     with respect to the Securities of such series,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to secure any other proper remedy.

     Section 5.04 Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (i) to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Securities
     and to file such other papers or documents as may be necessary or advisable
     in order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agent and counsel) and of the Holders allowed in such judicial
     proceedings, and

         (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same; and any
     custodian, receiver, assignee, trustee, liquidator, sequestrator or other
     similar official in any such judicial proceeding is hereby authorized by
     each Holder to make such payments to the Trustee and, in the event that the
     Trustee shall consent to the making of such payments directly to the
     Holders, to pay to the Trustee any amount due it for the reasonable
     compensation, expenses, disbursements and advances of the Trustee, its
     agents and counsel, and any other amounts due the Trustee under Section
     6.07.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     Section 5.05 Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee

                                      -27-


shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.

     Section 5.06 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article in respect of the Securities of any series
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
premium, if any, or interest, upon presentation of the Securities in respect of
which moneys have been collected and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

          First: To the payment of all amounts due the Trustee under Section
     6.07 applicable to such series;

         Second: To the payment of the amounts then due and unpaid for principal
     of, and premium, if any, and interest on the Securities of such series in
     respect of which or for the benefit of which such money has been collected,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on such Securities of such series for principal,
     and premium, if any, and interest, respectively; and

         Third: To the Company.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.06. At least ten (10) days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and the amount to be paid.

     Section 5.07 Limitation on Suits. No Holder of any Security of any series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

         (1) such Holder has previously given written notice to the Trustee of a
     continuing Event of Default with respect to the Securities of that series;

         (2) the Holders of at least twenty-five percent in principal amount of
     the Outstanding Securities of that series shall have made written request
     to the Trustee to institute proceedings in respect of such Event of Default
     in its own name as Trustee hereunder;

         (3) such Holder or Holders shall have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

         (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

         (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of Holders of Securities of
any series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders of Securities of the affected series.

     Section 5.08 Unconditional Right of Holders to Receive Principal, Premium
and Interest. Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of, premium, if any, and (subject to Section
3.07) interest on such Security on the Stated Maturity or Maturities expressed
in such Security (or, in the case of redemption, on the Redemption Date) and


to institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

     Section 5.09 Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding has been
instituted.

     Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     Section 5.11 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

     Section 5.12 Control by Holders. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture;

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction; and

          (3) subject to Section 6.01, the Trustee need not take any action
     which might involve the Trustee in personal liability or be unduly
     prejudicial to the Holders not joining therein.

     Section 5.13 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may by
written notice to the Trustee on behalf of the Holders of all the Securities of
such series waive any Default or Event of Default with respect to such series
and its consequences, except a Default or Event of Default:

          (1) in respect of the payment of the principal of or premium, if any,
     or interest on any Security of such series, or

          (2) in respect of a covenant or other provision hereof which under
     Article Nine cannot be modified or amended without the consent of the
     Holder of each Outstanding Security of such series affected.

     Upon any such waiver, such Default or Event of Default shall cease to exist
and shall be deemed to have been cured, for every purpose of this Indenture and
the Securities of such series; but no such waiver shall extend to any subsequent
or other Default or Event of Default or impair any right consequent thereon.

     Section 5.14 Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the

                                      -29-


enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than ten percent in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or interest on any Security on
or after the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).

                                    ARTICLE 6
                                   THE TRUSTEE

     Section 6.01 Certain Duties and Responsibilities of the Trustee.

          (a) Except during the continuance of an Event of Default, the
Trustee's duties and responsibilities under this Indenture shall be governed by
Section 315(a) of the Trust Indenture Act.

          (b) In case an Event of Default has occurred and is continuing, and is
known to the Trustee, the Trustee shall exercise the rights and powers vested in
it by this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

         (c) None of the provisions of Section 315(d) of the Trust Indenture Act
shall be excluded from this Indenture.

         (d) Every provision of this Indenture which pertains to the Trustee
shall be subject to this Section 6.01.

     Section 6.02 Notice of Defaults. Within 90 days after the occurrence of any
Default or Event of Default with respect to the Securities of any series, the
Trustee shall give to all Holders of Securities of such series, as their names
and addresses appear in the Security Register, notice of such Default or Event
of Default known to the Trustee, unless such Default or Event of Default shall
have been cured or waived; provided, however, that, except in the case of a
Default or Event of Default in the payment of the principal of or premium, if
any, or interest on any Security of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series. The
Trustee shall not be charged with knowledge of any Default unless a Responsible
Officer assigned to the Corporate Trust Office of the Trustee shall have actual
knowledge of the Default. The second sentence of this Section shall be in lieu
of the proviso to Trust Indenture Act Section 315(b). Said proviso is hereby
expressly excluded from this Indenture, as permitted by the Trust Indenture Act.

     Section 6.03 Certain Rights of Trustee. Subject to the provisions of the
Trust Indenture Act:

         (a) the Trustee may conclusively rely and shall be protected in acting
     or refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document believed by it to be genuine and to have been signed or presented
     by the proper party or parties;

         (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors may be sufficiently evidenced by a
     Board Resolution;

         (c) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, rely upon an Officers' Certificate;

                                      -30-



         (d) the Trustee may consult with counsel and the written advice of such
     counsel or any Opinion of Counsel shall be full and complete authorization
     and protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon;

         (e) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders pursuant to this Indenture, unless such Holders shall
     have offered to the Trustee reasonable security or indemnity against the
     costs, expenses and liabilities which might be incurred by it in compliance
     with such request or direction;

         (f) prior to the occurrence of an Event of Default with respect to the
     Securities of any series and after the curing or waiving of all such Events
     of Default which may have occurred, the Trustee shall not be bound to make
     any investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, approval or other paper or document, or the
     books and records of the Company, unless requested in writing to do so by
     the Holders of a majority in principal amount of the Outstanding Securities
     of any series; provided, however, that if the payment within a reasonable
     time to the Trustee of the costs, expenses or liabilities likely to be
     incurred by it in the making of such investigation is not, in the opinion
     of the Trustee, reasonably assured to the Trustee by the security afforded
     to it by the terms of this Indenture, the Trustee may require reasonable
     indemnity against such costs, expenses or liabilities as a condition to so
     proceeding; the reasonable expense of every such investigation shall be
     paid by the Company or, if paid by the Trustee, shall be repaid by the
     Company upon demand;

         (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder; and

         (h) the Trustee shall not be required to expend or risk its own funds
     or otherwise incur any financial liability in the performance of any of its
     duties hereunder, or in the exercise of its rights or powers, if it shall
     have reasonable grounds for believing that repayment of such funds or
     adequate indemnity against such risk or liability is not reasonably assured
     to it.

         (i) the rights, privileges, protections, immunities and benefits given
     to the Trustee, including, without limitation, its right to be indemnified,
     are extended to, and shall be enforceable by, the Trustee in each of its
     capacities hereunder, and to each agent, custodian and other Person
     employed to act hereunder.

     Section 6.04 Not Responsible for Recitals or Issuance of Securities. The
recitals herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder, and that the
statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

     Section 6.05 May Hold Securities. The Trustee, any Authenticating Agent,
any Paying Agent, any Security Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

     Section 6.06 Money Held in Trust. Money held by the Trustee in trust
hereunder (including amounts held by the Trustee as Paying Agent) need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed upon in writing with the Company.

     Section 6.07 Compensation and Reimbursement.   The Company agrees:


                                      -31-



         (1) to pay to the Trustee from time to time reasonable compensation as
     negotiated between the Company and the Trustee for all services rendered by
     it hereunder (which compensation shall not be limited by any provision of
     law in regard to the compensation of a trustee of an express trust);

         (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and

         (3) to indemnify the Trustee, its officers, employees, directors and
     shareholders for, and to hold it harmless against, any loss, liability,
     damage, claim or expense, including taxes (other than taxes based upon or
     determined or measured by the income of the Trustee), incurred without
     negligence or bad faith on its part, arising out of or in connection with
     the acceptance or administration of the trust or trusts hereunder,
     including the costs and expenses of defending itself against any claim or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(6) or Section 5.01(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

     The provisions of this Section 6.07 shall survive this Indenture and the
resignation or removal of the Trustee.

     Section 6.08 Disqualification; Conflicting Interests. The Trustee shall be
disqualified only where such disqualification is required by Section 310(b) of
the Trust Indenture Act. Nothing shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

     Section 6.09 Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder which shall be eligible to act as Trustee under
Section 310(a)(1) of the Trust Indenture Act having a combined capital and
surplus (together with its parent) of at least $50,000,000 and subject to
supervision or examination by federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

     Section 6.10 Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

         (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

                                      -32-



         (d) If at any time:

             (i) the Trustee shall fail to comply with Section 310(b) of the
Trust Indenture Act after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security for at least six months; or

             (ii) the Trustee shall cease to be eligible under Section 6.09 and
shall fail to resign after written request therefor by the Company or by any
such Holder of a Security who has been a bona fide Holder of a Security for at
least six months; or

             (iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the
Trust Indenture Act, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company with
respect to such Securities. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

     Section 6.11 Acceptance of Appointment by Successor.

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

                                      -33-



         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of some (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
such series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

         (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

         (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under the Trust Indenture Act.

     Section 6.12 Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor (by merger,
conversion, consolidation or otherwise as permitted hereunder) to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

     Section 6.13 Preferential Collection of Claims Against Company. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated therein.

     Section 6.14 Appointment of Authenticating Agent. At any time when any of
the Securities remain Outstanding the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of, and subject to the direction of, the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.06, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as


                                      -34-


Authenticating Agent, having a combined capital and surplus (together with its
parent) of not less than $100,000,000 and subject to supervision or examination
by federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation as negotiated between the Company and such
Authenticating Agent for its services under this Section.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

Form of Authenticating Agent's

                          Certificate of Authentication

Dated:______________________________

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                            WILMINGTON TRUST COMPANY
- -------------------------------------------------------------------------------
                                   As Trustee

By
  -----------------------------------------------------------------------------
                             As Authenticating Agent

By
  -----------------------------------------------------------------------------
                              Authorized Signatory

     Section 6.15 Compliance with Tax Laws. The Trustee hereby agrees to comply
with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Securities of any series, whether acting as Trustee, Security
Registrar, Paying Agent or otherwise with respect to the Securities of any
series.

                                      -35-



                                    ARTICLE 7
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 7.01 Company to Furnish Trustee Names and Addresses of Holders. The
Company will furnish or cause to be furnished to the Trustee:

         (a) semi-annually, not later than 15 days after the Regular Record Date
     for each series of Securities, a list, in such form as the Trustee may
     reasonably require, of the names and addresses of the Holders of Securities
     as of such Regular Record Date (unless the Trustee has such information),
     or if there is no Regular Record Date for interest for such series of
     Securities, semi-annually, upon such dates as are set forth in the Board
     Resolution or indenture supplemental hereto authorizing such series, and

         (b) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

     Section 7.02 Preservation of Information; Communications to Holders.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

         (b) If three or more Holders (herein referred to as "APPLICANTS") apply
in writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit,
then the Trustee shall, within five Business Days after the receipt of such
application, at its election, either:

          (i) afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 7.02(a); or

          (ii) inform such applicants as to the approximate number of Holders
     whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 7.02(a), and as to the
     approximate cost of mailing to such Holders the form of proxy or other
     communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

                                      -36-



         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.02(b).

     Section 7.03 Reports by Trustee.

         (a) Within 60 days after ______ of each year commencing with the year
200_, the Trustee shall transmit by mail to all Holders of Securities as
provided in Section 313(c) of the Trust Indenture Act, a brief report dated as
of ______, if required by and in compliance with Section 313(a) of the Trust
Indenture Act. The Trustee shall also comply with Section 313(b) of the Trust
Indenture Act.

         (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange or inter-dealer
quotation system upon which any Securities are listed, with the Commission and
with the Company. The Company will notify the Trustee when any Securities are
listed on any stock exchange or any inter-dealer quotation system.

     Section 7.04 Reports by Company. The Company shall:

          (1) file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
     Act; or, if the Company is not required to file information, documents or
     reports pursuant to either of said Sections, then it shall file with the
     Trustee and the Commission, in accordance with rules and regulations
     prescribed from time to time by the Commission, such of the supplementary
     and periodic information, documents and reports which may be required
     pursuant to Section 13 of the Exchange Act in respect of a security listed
     and registered on a national securities exchange as may be prescribed from
     time to time in such rules and regulations;

         (2) file with the Trustee and the Commission, in accordance with rules
     and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants of this Indenture as may be
     required from time to time by such rules and regulations;

         (3) transmit or cause to be transmitted by mail to all Holders, as
     their names and addresses appear in the Security Register, (a) as promptly
     as reasonably practicable following the furnishing of the same to its
     stockholders, the Company's annual report to stockholders, containing
     certified financial statements, and any other financial reports which the
     Company generally furnishes to its stockholders, and (b) within 30 days
     after the filing thereof with the Trustee, such summaries of any other
     information, documents and reports required to be filed by the Company
     pursuant to paragraphs (1) and (2) of this Section as may be required by
     rules and regulations prescribed from time to time by the Commission; and

         (4) furnish to the Trustee, on ___________ of each year, a brief
     certificate from the principal executive officer, principal financial
     officer or principal accounting officer as to his or her knowledge of the
     Company's compliance with all conditions and covenants under this
     Indenture. For purposes of this paragraph, such compliance shall be
     determined without regard to any period of grace or requirement of notice
     provided under this Indenture. Such certificate need not comply with
     Section 1.02.

                                    ARTICLE 8
                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

     Section 8.01 When Company May Merge, Etc. Except as may be otherwise
provided as contemplated by Section 3.01 relating to Securities of a series, the
Company shall not consolidate with, or merge with or into, any other Person
(whether or not the Company shall be the surviving corporation or entity), or
convey, transfer or lease all or substantially all of its properties and assets
as an entirety or substantially

                                      -37-



as an entirety to any Person or group of affiliated Persons, in one transaction
or a series of related transactions, unless:

         (1) either the Company shall be the continuing Person or the Person (if
     other than the Company) formed by such consolidation or with which or into
     which the Company is merged or the Person (or group of affiliated Persons)
     to which all or substantially all the properties and assets of the Company
     as an entirety or substantially as an entirety are conveyed, transferred or
     leased shall be a corporation or other entity (group of affiliated
     corporations or entities) organized and existing under the laws of the
     United States of America or any State thereof or the District of Columbia
     and shall expressly assume, by an indenture supplemental hereto, executed
     and delivered to the Trustee, in form reasonably satisfactory to the
     Trustee, all the obligations of the Company under the Securities and this
     Indenture; and

         (2) immediately after giving effect to such transaction or series of
     related transactions, no Event of Default, and no Default, shall have
     occurred and be continuing.

     Notwithstanding the foregoing, the Company may (a) consolidate with, or
merge with or into, an Affiliate incorporated for the purpose incorporating the
Company in another jurisdiction and/or (b) convey, transfer or lease all or
substantially all of its properties and assets as an entirety or substantially
as an entirety to any Subsidiary or Subsidiaries, in one transaction or a series
of related transactions.

     Section 8.02 Opinion of Counsel. The Company shall deliver to the Trustee
prior to the proposed transaction(s) covered by Section 8.01 an Officers'
Certificate and an Opinion of Counsel stating that the transaction(s) and such
supplemental indenture comply with this Indenture and that all conditions
precedent to the consummation of the transaction(s) under this Indenture have
been met.

     Section 8.03 Successor Corporation Substituted. Upon any consolidation by
the Company with or merger by the Company into any other corporation or other
entity or any conveyance, transfer or lease all or substantially all of the
property and assets of the Company in accordance with Section 8.01, the
successor corporation or other entity formed by such consolidation or into which
the Company is merged or the successor corporation or entity or affiliated group
of corporations or entities to which such lease, sale, assignment or transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation or corporations or entity or entities had been named as
the Company herein, and thereafter, except in the case of a lease, the
predecessor corporation or corporations or entity or entities shall be relieved
of all obligations and covenants under this Indenture and the Securities and in
the event of such conveyance or transfer, except in the case of a lease, any
such predecessor corporation may be dissolved and liquidated.

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

     Section 9.01 Supplemental Indentures Without Consent of Holders. Without
notice to or the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form reasonably satisfactory to
the Trustee, for any of the following purposes:

          (1) to evidence the succession of another corporation to the Company
     and the assumption by any such successor of the covenants of the Company
     herein and in the Securities; or

          (2) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein conferred upon the
     Company; or

          (3) to add any additional Events of Default with respect to all or any
     series of Securities; or

                                      -38-



          (4) to add or change any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons; or

          (5) to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

          (6) to secure the Securities; or

          (7) to establish the form or terms of Securities of any series as
     permitted by Sections 2.01 and 3.01; or

          (8) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 6.11(b); or

          (9) to cure any ambiguity, defect or inconsistency or to correct or
     supplement any provision herein which may be inconsistent with any other
     provision herein; or

          (10) to make any change that does not materially adversely affect the
     interests of the Holders of Securities of any series then Outstanding; or

          (11) to add Guarantees with respect to any or all of the Securities;
     or

          (12) to provide for uncertificated Securities in addition to or in
     place of certificated Securities (provided that the uncertificated
     Securities are issued in registered form for purposes of Section 163(f) of
     the Internal Revenue Code or in a manner such that the uncertificated
     Securities are described in Section 163(f)(2)(B) of such Code).

     Upon request of the Company, accompanied by a Board Resolution authorizing
the execution of any such supplemental indenture, and upon receipt by the
Trustee of the documents described in (and subject to the last sentence of)
Section 9.03, the Trustee shall join with the Company in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture.

     Section 9.02 Supplemental Indentures with Consent of Holders. With the
written consent of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture (with the Securities of each series voting as a class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee shall, subject to Section 9.03, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

         (1) change the Stated Maturity of the principal of, or premium, if any,
     or any installment of principal of or premium, if any, or interest on, any
     Security, or reduce the principal amount thereof or the rate of interest
     thereon or any premium payable upon the redemption, repurchase or repayment
     thereof, or change the manner in which the amount of any principal thereof
     or premium, if any, or interest thereon is determined, or reduce the amount
     of the principal of any Original Issue Discount Security that would be due
     and payable upon a declaration of acceleration of the Maturity thereof
     pursuant to Section 5.02, or change any Place of Payment where, or the coin
     or currency or currency unit in which, any Security or any premium or
     interest thereon is payable, or impair the right to institute suit for the
     enforcement of any such payment on or after the Stated Maturity thereof
     (or, in the case of redemption, on or after the Redemption Date);

                                      -39-



         (2) reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver of compliance with certain provisions of this Indenture or
     Defaults or Events of Default hereunder and their consequences provided for
     in this Indenture; or

         (3) modify any of the provisions of this Section, Section 5.13 or
     Section 10.06, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; provided, however, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 10.06, or the
     deletion of this proviso, in accordance with the requirements of Sections
     6.11(b) and 9.01(8).

     A supplemental indenture which changes or eliminates any covenant or other
provisions of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     Section 9.03 Execution of Supplemental Indentures. The Trustee shall sign
any supplemental indenture authorized pursuant to this Article, subject to the
last sentence of this Section 9.03. In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 6.01) shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     Section 9.04 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

     Section 9.05 Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

     Section 9.06 Reference in Securities to Supplemental Indentures. Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE 10
                                   COVENANTS

     Section 10.01 Payments of Securities. With respect to each series of
Securities, the Company will duly and punctually pay the principal of (and
premium, if any) and interest on such Securities in accordance with their terms
and this Indenture, and will duly comply with all the other terms, agreements
and conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.

     Section 10.02 Maintenance of Office or Agency. The Company will maintain an
office or agency in each Place of Payment where Securities may be surrendered
for registration of transfer or exchange or for presentation for payment, where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The

                                      -40-



Company will give prompt written notice to the Trustee of the location, and any
change in location, of such office or agency. If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee as set forth in
Section 1.05 hereof.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

     Section 10.03 Compliance Certificates.

         (a) The Company shall deliver to the Trustee within 90 days after the
end of each fiscal year of the Company (which fiscal year currently ends on
February 28 (29)), an Officers' Certificate stating whether or not the signer
knows of any Default or Event of Default by the Company that occurred prior to
the end of the fiscal year and is then continuing. If the signer does know of
such a Default or Event of Default, the certificate shall describe each such
Default or Event of Default and its status and the specific section or sections
of this Indenture in connection with which such Default or Event of Default has
occurred. The Company shall also promptly notify the Trustee in writing should
the Company's fiscal year be changed so that the end thereof is on any date
other than the date on which the Company's fiscal year currently ends. The
certificate need not comply with Section 1.02 hereof, but shall comply with
Section 314(a)(4) of the Trust Indenture Act.

         (b) The Company shall deliver to the Trustee, within 10 days after the
occurrence thereof, notice of any acceleration which with the giving of notice
and the lapse of time would be an Event of Default within the meaning of Section
5.01(5) hereof.

         (c) The Company shall deliver to the Trustee forthwith upon becoming
aware of a Default or Event of Default (but in no event later than 10 days after
the occurrence of each Default or Event of Default that is continuing), an
Officers' Certificate setting forth the details of such Default or Event of
Default and the action that the Company proposes to take with respect thereto
and the specific section or sections of this Indenture in connection with which
such Default or Event of Default has occurred.

     Section 10.04 Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim, and will actively
resist any and all efforts to be compelled to take the benefit or advantage of,
any stay or extension law or any usury law or other law, which would prohibit or
forgive the Company from paying all or any portion of the principal of and/or
interest on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

     Section 10.05 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure to so act.

                                      -41-



     The Company will cause each Paying Agent for any series of Securities
(other than the Trustee) to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

         (1) hold all sums held by it for the payment of the principal of (and
     premium, if any) or interest on Securities of that series in trust for the
     benefit of the Persons entitled thereto until such sums shall be paid to
     such Persons or otherwise disposed of as herein provided;

         (2) give the Trustee notice of any default by the Company (or any other
     obligor upon the Securities of that series) in the making of any payment of
     principal (and premium, if any) or interest on the Securities of that
     series; and

         (3) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Security of any series and remaining unclaimed for one year
after such principal (and premium, if any) or interest has become due and
payable shall, subject to any applicable escheat laws, be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee of such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in New York, New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

     Section 10.06 Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Article 8, Article 10 (other than Sections __ or __) or any covenant specified
as contemplated under Section 3.01 with respect to the Securities of any series
if before the time for such compliance the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

     Section 11.01 Applicability of Article. Securities of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.01
for Securities of any series) in accordance with this Article.

     Section 11.02 Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution. In
case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 30 and not more than 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date

                                      -42-



and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

     Section 11.03 Selection by Trustee of Securities to Be Redeemed. If less
than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected prior to the giving of the
applicable notice of redemption to Holders by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal national
securities exchange, if any, on which such Securities are listed, and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series;
provided that in case the Securities of such series have different terms and
maturities, the Securities to be redeemed shall be selected by the Company and
the Company shall give notice thereof to the Trustee.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of the Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

     Section 11.04 Notice of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 45 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
his address appearing in the Security Register.

     All notices of redemption shall state:

          (1) the Redemption Date;

          (2) the Redemption Price;

          (3) if less than all the Outstanding Securities of any series are to
     be redeemed, the identification (and, in the case of partial redemption,
     the principal amounts) of the particular Securities to be redeemed;

          (4) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed and, if applicable, that
     interest thereon will cease to accrue on and after said date;

          (5) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price;

          (6) that the redemption is for a sinking fund, if such is the case;
     and

          (7) the CUSIP number, if any, of the Securities to be redeemed.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

     Section 11.05 Deposit of Redemption Price. On or prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.05) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

                                      -43-



     Unless any Security by its terms prohibits any sinking fund payment
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

     Section 11.06 Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular or Special Record Dates according to their
terms and the provisions of Section 3.07.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

     Section 11.07 Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at an office or agency of the Company
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Stated Maturity, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                   ARTICLE 12
                                  SINKING FUNDS

     Section 12.01 Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "MANDATORY SINKING FUND
PAYMENT," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "OPTIONAL SINKING
FUND PAYMENT." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

     Section 12.02 Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Securities of a series (other than any Securities
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     Section 12.03 Redemption of Securities for Sinking Fund. Not less than 45
days (or such shorter period reasonably acceptable to the Trustee) prior to each
sinking fund payment date for any series of Securities, the Company will deliver
to the Trustee an Officers' Certificate specifying the amount of the next
ensuing sinking fund payment for

                                      -44-



that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 12.02 and will also deliver to the Trustee any Securities to
be so delivered (which have not been previously delivered). Not less than 30
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided in
Section 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.06 and 11.07.

                                   ARTICLE 13
                       DEFEASANCE AND COVENANT DEFEASANCE

     Section 13.01 Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. Unless as otherwise specified as contemplated
by Section 3.01 for Securities of such series, provision is made for the
inapplicability of, in whole or in part, or any modification to, either or both
of (a) defeasance of the Securities of a series under Section 13.02 or (b)
covenant defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article, shall be applicable to the Securities of such
series and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of such series elect to have either Section 13.02
(unless inapplicable) or Section 13.03 (unless inapplicable) be applied to the
Outstanding Securities of such series upon compliance with the applicable
conditions set forth below in this Article.

     Section 13.02 Defeasance and Discharge. Upon the Company's exercise of the
option provided in Section 13.01 to defease the Outstanding Securities of a
particular series, the Company shall be discharged from its obligations with
respect to the Outstanding Securities of such series on the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "DEFEASANCE").
Defeasance shall mean that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided, however, that the following rights,
obligations, powers, trusts, duties and immunities shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund provided for in
Section 13.04, payments in respect of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 3.04, 3.05, 3.06,
10.02 and 10.05, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this Article,
the Company may exercise its option with respect to defeasance under this
Section 13.02 notwithstanding the prior exercise of its option with respect to
covenant defeasance under Section 13.03 in regard to the Securities of such
series.

     Section 13.03 Covenant Defeasance. Upon the Company's exercise of the
option provided in Section 13.01 to obtain a covenant defeasance with respect to
the Outstanding Securities of a particular series, the Company shall be released
from its obligations under this Indenture and any applicable supplemental
indenture (except its obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09,
6.10, 10.01, 10.02, 10.03, 10.04 and 10.05) with respect to the Outstanding
Securities of such series on and after the date the applicable conditions set
forth in Section 13.04 are satisfied (hereinafter, "COVENANT DEFEASANCE").
Covenant defeasance shall mean that, with respect to the Outstanding Securities
of such series, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in this Indenture and
any applicable supplemental indenture (except its obligations under Sections
3.04, 3.05, 3.06, 5.06, 5.09, 6.10, 10.01, 10.02, 10.03, 10.04 and 10.05),
whether directly or indirectly by reason of any reference elsewhere herein or by
reason of any reference to any other provision herein or in any other document,
and such omission to comply shall not constitute an Event of Default under
Section 5.01(4) or any such supplemental indenture with respect to Outstanding
Securities of such series, and the remainder of this Indenture and of the
Securities of such series shall be unaffected thereby.

                                      -45-



     Section 13.04 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to defeasance under Section 13.02 and covenant
defeasance under Section 13.03 with respect to the Outstanding Securities of a
particular series:

          (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 6.09 who shall agree to comply with the provisions of this
     Article applicable to it), under the terms of an irrevocable trust
     agreement in form and substance reasonably satisfactory to such Trustee, as
     trust funds in trust for the purpose of making the following payments,
     specifically pledged as security for, and dedicated solely to, the benefit
     of the Holders of such Securities, (A) money in an amount, or (B) U.S.
     Government Obligations which through the scheduled payment of principal and
     interest in respect thereof in accordance with their terms will provide,
     not later than the due date of any payment, money in an amount, or (C) a
     combination thereof, in each case sufficient, after payment of all federal,
     state and local taxes or other charges or assessments in respect thereof
     payable by the Trustee, in the opinion of a nationally recognized firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee, to pay and discharge, and which shall be applied
     by the Trustee (or other qualifying trustee) to pay and discharge, (i) the
     principal of (and premium, if any, on) and each installment of principal of
     (and premium, if any) and interest on the Outstanding Securities of such
     series on the Stated Maturity of such principal or installment of principal
     or interest and (ii) any mandatory sinking fund payments or analogous
     payments applicable to the Outstanding Securities of such series on the day
     on which such payments are due and payable in accordance with the terms of
     this Indenture and of such Securities.

          (2) No Default or Event of Default with respect to the Securities of
     such series shall have occurred and be continuing on the date of such
     deposit or shall occur as a result of such deposit.

          (3) Such deposit, defeasance or covenant defeasance shall not result
     in a breach or violation of, or constitute a default under, any other
     material debt agreement or instrument to which the Company is a party or by
     which it is bound.

          (4) In the case of an election with respect to Section 13.02, the
     Company shall have delivered to the Trustee either (a) a ruling directed to
     the Trustee received from the Internal Revenue Service to the effect that
     the Holders of the Outstanding Securities of such series will not recognize
     income, gain or loss for federal income tax purposes as a result of such
     defeasance and will be subject to federal income tax on the same amounts,
     in the same manner and at the same times as would have been the case if
     such defeasance had not occurred or (B) an Opinion of Counsel, based on
     such ruling or on a change in the applicable federal income tax law since
     the date of this Indenture, in either case to the effect that, and based
     thereon such opinion shall confirm that, the Holders of the Outstanding
     Securities of such series will not recognize income, gain or loss for
     federal income tax purposes as a result of such defeasance and will be
     subject to federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such defeasance had not
     occurred.

          (5) In the case of an election with respect to Section 13.03, the
     Company shall have delivered to the Trustee an Opinion of Counsel or a
     ruling directed to the Trustee received from the Internal Revenue Service
     to the effect that the Holders of the Outstanding Securities of such series
     will not recognize income, gain or loss for federal income tax purposes as
     a result of such covenant defeasance and will be subject to federal income
     tax on the same amounts, in the same manner and at the same times as would
     have been the case if such covenant defeasance had not occurred.

          (6) Such defeasance or covenant defeasance shall be effected in
     compliance with any additional terms, conditions or limitations which may
     be imposed on the Company in connection therewith pursuant to Section 3.01.

          (7) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section
     13.02 or the covenant defeasance under Section 13.03 (as the case may be)
     have been complied with.

                                      -46-



     Section 13.05 Deposited Money and Government Obligations To Be Held in
Trust. Subject to the provisions of the last paragraph of Section 10.05, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 13.05, the "TRUSTEE") pursuant to Section 13.04 in respect of the
Outstanding Securities of a particular series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received in
respect thereof, other than any such tax, fee or other charge which by law is
for the account of the Holders of the Outstanding Securities of such series.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 13.04 with respect
to Securities of any series which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited for the purpose for which such money or
Government Obligations were deposited.

     Section 13.06 Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money or U.S. Government Obligations, as the case may be, in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money or U.S. Government Obligations, as the case may be, held in trust
pursuant to Section 13.05 with respect to such Securities in accordance with
this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations, as the case may be, so held in trust.

                                   ARTICLE 14
                                   GUARANTEES

     Section 14.01 Guarantee. Any series of Securities may be guaranteed by one
or more of the Guarantors. The terms and the form of any such Guarantee will be
established in the manner contemplated by Section 3.01 for that particular
series of Securities.

                                      -47-



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                       RADIO ONE, INC.


                                       By:_____________________________________
                                          Name:
                                          Title:


Attest:


__________________________________
Name:
Title:




                                       WILMINGTON TRUST COMPANY,
                                        as Trustee

                                       By:_____________________________________
                                          Name:
                                          Title:


Attest:


__________________________________
Name:
Title:


                                       [GUARANTOR]


                                       By:_____________________________________
                                          Name:
                                          Title:


Attest:


__________________________________
Name:
Title:

                                      -48-

EX-4.19

                                                                   EXHIBIT 4.19

                                 RADIO ONE, INC.

                                       AND

                            WILMINGTON TRUST COMPANY,
                                     TRUSTEE

                       FORM OF SUBORDINATED DEBT INDENTURE

                    GUARANTEED TO THE EXTENT SET FORTH HEREIN
                         BY THE GUARANTORS NAMED HEREIN

                         DATED AS OF ____________, 200_







                                 RADIO ONE, INC.

           Reconciliation and tie between Trust Indenture Act of 1939
                 and Indenture, dated as of ______________, 200_




                                             INDENTURE
   TRUST INDENTURE ACT SECTION                SECTION
- ----------------------------------      -------------------
                                     
ss.310(a)(1)                                   6.09
ss.310(a)(2)                                   6.09
ss.310(a)(3)                              Not Applicable
ss.310(a)(4)                              Not Applicable
ss.310(b)                                   6.08; 6.10
ss.311(a)                                      6.13
ss.311(b)                                      6.13
ss.311(b)(2)                             7.03(a); 7.03(b)
ss.312(a)                                 7.01, 7.02(b)
ss.312(b)                                    7.02(b)
ss.312(c)                                    7.02(c)
ss.313(a)                                    7.03(a)
ss.313(b)                                    7.03(a)
ss.313(c)                                7.03(a); 7.03(b)
ss.313(d)                                    7.03(b)
ss.314(a)                                      7.04
ss.314(b)                                 Not Applicable
ss.314(c)(1)                                   1.02
ss.314(c)(2)                                   1.02
ss.314(c)(3)                              Not Applicable
ss.314(d)                                 Not Applicable
ss.314(e)                                      1.02
ss.315(a)                                    6.01(a)
ss.315(b)                                 6.02; 7.03(a)
ss.315(c)                                    6.01(b)
ss.315(d)                                    6.01(c)
ss.315(d)(1)                             6.01(a); 6.01(b)
ss.315(d)(2)                                 6.01(c)
ss.315(d)(3)                                 6.01(c)
ss.315(e)                                      5.14
ss.316(a)(1)(A)                                5.12
ss.316(a)(1)(B)                             5.02; 5.13
ss.316(a)(2)                              Not Applicable
ss.316(b)                                      5.08
ss.316(c)                                    1.04(e)
ss.317(a)(1)                                   5.03
ss.317(a)(2)                                   5.04
ss.317(b)                                     10.05
ss.318(a)                                      1.07



                                      -i-



                                TABLE OF CONTENTS



                                                                                                      Page
                                                                                                      ----
                                                                                                   
ARTICLE 1
   DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ............................................     1
   Section 1.01 Definitions ...........................................................................     1
   Section 1.02 Compliance Certificates and Opinions ..................................................     6
   Section 1.03 Form of Documents Delivered to Trustee ................................................     7
   Section 1.04 Acts of Holders .......................................................................     7
   Section 1.05 Notices, Etc., to Trustee and Company .................................................     9
   Section 1.06 Notice to Holders; Waiver .............................................................     9
   Section 1.07 Conflict with Trust Indenture Act .....................................................     9
   Section 1.08 Effect of Headings and Table of Contents ..............................................     9
   Section 1.09 Successors and Assigns ................................................................     9
   Section 1.10 Separability Clause ...................................................................     9
   Section 1.11 Benefits of Indenture .................................................................     9
   Section 1.12 Governing Law .........................................................................    10
   Section 1.13 Legal Holidays ........................................................................    10
   Section 1.14 No Recourse Against Others ............................................................    10
   Section 1.15 Judgment Currency .....................................................................    10
   Section 1.16 Counterparts ..........................................................................    10

ARTICLE 2
   SECURITY FORMS .....................................................................................    10
   Section 2.01 Forms Generally .......................................................................    10
   Section 2.02 Form of Face of Security ..............................................................    11
   Section 2.03 Form of Reverse of Security ...........................................................    12
   Section 2.04 Form of Trustee's Certificate of Authentication .......................................    16
   Section 2.05 Securities in Global Form .............................................................    16
   Section 2.06 Form of Legend for the Securities in Global Form ......................................    17

ARTICLE 3
   THE SECURITIES .....................................................................................    17
   Section 3.01 Amount Unlimited; Issuable in Series ..................................................    17
   Section 3.02 Denominations .........................................................................    19
   Section 3.03 Execution, Authentication, Delivery and Dating ........................................    19
   Section 3.04 Temporary Securities ..................................................................    21
   Section 3.05 Registration, Registration of Transfer and Exchange ...................................    21
   Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities ......................................    23
   Section 3.07 Payment of Interest; Interest Rights Preserved ........................................    23
   Section 3.08 Persons Deemed Owners .................................................................    24
   Section 3.09 Cancellation ..........................................................................    25
   Section 3.10 Computation of Interest ...............................................................    25
   Section 3.11 CUSIP Number ..........................................................................    25
   Section 3.12 Wire Transfers ........................................................................    25

ARTICLE 4
   SATISFACTION AND DISCHARGE .........................................................................    25
   Section 4.01 Satisfaction and Discharge of Indenture ...............................................    25
   Section 4.02 Application of Trust Money ............................................................    26
   Section 4.03 Application to a Specific Series of Securities ........................................    26


                                      -ii-



                                                                                                   
ARTICLE 5
   REMEDIES ...........................................................................................    26
   Section 5.01 Events of Default .....................................................................    26
   Section 5.02 Acceleration of Maturity; Rescission and Annulment ....................................    27
   Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee .......................    28
   Section 5.04 Trustee May File Proofs of Claim ......................................................    29
   Section 5.05 Trustee May Enforce Claims Without Possession of Securities ...........................    29
   Section 5.06 Application of Money Collected ........................................................    29
   Section 5.07 Limitation on Suits ...................................................................    30
   Section 5.08 Unconditional Right of Holders to Receive Principal, Premium and Interest .............    30
   Section 5.09 Restoration of Rights and Remedies ....................................................    30
   Section 5.10 Rights and Remedies Cumulative ........................................................    30
   Section 5.11 Delay or Omission Not Waiver ..........................................................    30
   Section 5.12 Control by Holders ....................................................................    31
   Section 5.13 Waiver of Past Defaults ...............................................................    31
   Section 5.14 Undertaking for Costs .................................................................    31

ARTICLE 6
   THE TRUSTEE ........................................................................................    31
   Section 6.01 Certain Duties and Responsibilities of the Trustee ....................................    31
   Section 6.02 Notice of Defaults ....................................................................    32
   Section 6.03 Certain Rights of Trustee .............................................................    32
   Section 6.04 Not Responsible for Recitals or Issuance of Securities ................................    33
   Section 6.05 May Hold Securities ...................................................................    33
   Section 6.06 Money Held in Trust ...................................................................    33
   Section 6.07 Compensation and Reimbursement ........................................................    33
   Section 6.08 Disqualification; Conflicting Interests ...............................................    34
   Section 6.09 Corporate Trustee Required; Eligibility ...............................................    34
   Section 6.10 Resignation and Removal; Appointment of Successor .....................................    34
   Section 6.11 Acceptance of Appointment by Successor ................................................    35
   Section 6.12 Merger, Conversion, Consolidation or Succession to Business ...........................    36
   Section 6.13 Preferential Collection of Claims Against Company .....................................    36
   Section 6.14 Appointment of Authenticating Agent ...................................................    36
   Section 6.15 Compliance with Tax Laws 37

ARTICLE 7
   HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ..................................................    37
   Section 7.01 Company to Furnish Trustee Names and Addresses of Holders .............................    37
   Section 7.02 Preservation of Information; Communications to Holders ................................    38
   Section 7.03 Reports by Trustee ....................................................................    38
   Section 7.04 Reports by Company ....................................................................    39

ARTICLE 8
   CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER .....................................................    39
   Section 8.01 When Company May Merge, Etc............................................................    39
   Section 8.02 Opinion of Counsel ....................................................................    40
   Section 8.03 Successor Corporation Substituted .....................................................    40

ARTICLE 9
   SUPPLEMENTAL INDENTURES ............................................................................    40
   Section 9.01 Supplemental Indentures Without Consent of Holders ....................................    40
   Section 9.02 Supplemental Indentures with Consent of Holders .......................................    41
   Section 9.03 Execution of Supplemental Indentures ..................................................    42
   Section 9.04 Effect of Supplemental Indentures .....................................................    42



                                      -iii-



                                                                                                   
   Section 9.05 Conformity with Trust Indenture Act ....................................................   42
   Section 9.07 Subordination Unimpaired ...............................................................   42

ARTICLE 10
   COVENANTS ...........................................................................................   42
   Section 10.01 Payments of Securities ................................................................   42
   Section 10.02 Maintenance of Office or Agency .......................................................   42
   Section 10.03 Compliance Certificates ...............................................................   43
   Section 10.04 Waiver of Stay, Extension or Usury Laws ...............................................   43
   Section 10.05 Money for Securities Payments to Be Held in Trust .....................................   43
   Section 10.06 Waiver of Certain Covenants ...........................................................   44

ARTICLE 11
   REDEMPTION OF SECURITIES ............................................................................   44
   Section 11.01 Applicability of Article ..............................................................   44
   Section 11.02 Election to Redeem; Notice to Trustee .................................................   44
   Section 11.03 Selection by Trustee of Securities to Be Redeemed .....................................   45
   Section 11.04 Notice of Redemption ..................................................................   45
   Section 11.05 Deposit of Redemption Price ...........................................................   45
   Section 11.06 Securities Payable on Redemption Date .................................................   46
   Section 11.07 Securities Redeemed in Part ...........................................................   46

ARTICLE 12
   SINKING FUNDS .......................................................................................   46
   Section 12.01 Applicability of Article ..............................................................   46
   Section 12.02 Satisfaction of Sinking Fund Payments with Securities .................................   46
   Section 12.03 Redemption of Securities for Sinking Fund .............................................   46

ARTICLE 13
   DEFEASANCE AND COVENANT DEFEASANCE ..................................................................   47
   Section 13.01 Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance.   47
   Section 13.02 Defeasance and Discharge ..............................................................   47
   Section 13.03 Covenant Defeasance ...................................................................   47
   Section 13.04 Conditions to Defeasance or Covenant Defeasance .......................................   48
   Section 13.05 Deposited Money and Government Obligations To Be Held in Trust ........................   49
   Section 13.06 Reinstatement .........................................................................   49

ARTICLE 14
   SUBORDINATION .......................................................................................   49
   Section 14.01 Securities Subordinated to Senior Debt ................................................   49
   Section 14.02 Payment over of Proceeds upon Dissolution, Etc.........................................   49
   Section 14.03 No Payment ............................................................................   50
   Section 14.04 Payment Permitted If No Default .......................................................   51
   Section 14.05 Subrogation to Rights of Holders of Senior Debt .......................................   51
   Section 14.06 Provisions Solely to Define Relative Rights ...........................................   51
   Section 14.07 Trustee to Effectuate Subordination ...................................................   51
   Section 14.08 No Waiver of Subordination Provisions .................................................   51
   Section 14.09 Notice to Trustee .....................................................................   52
   Section 14.10 Reliance on Judicial Order or Certificate of Liquidating Agent ........................   52
   Section 14.11 Trustee Not Fiduciary for Holders of Senior Debt ......................................   52
   Section 14.12 Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights ..........   52
   Section 14.13 Article Applicable to Paying Agents ...................................................   52



                                      -iv-



                                                                                                   

ARTICLE 15
   GUARANTEES .........................................................................................    53
   Section 15.01 Guarantee ............................................................................    53



                                      -v-



     INDENTURE, dated as of ________________, 200_, between RADIO ONE, INC., a
Delaware corporation (herein called the "COMPANY"), the GUARANTORS listed on
Schedule 1 hereto (herein called the "GUARANTORS") and WILMINGTON TRUST COMPANY,
a Delaware banking corporation, as Trustee (herein called the "TRUSTEE").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
ratable benefit of the Holders of the Securities, as follows:

                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.01 Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

         (1) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

         (2) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, or defined by
     Commission rule and not otherwise defined herein, have the meanings
     assigned to them therein;

         (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP;

         (4) the word "INCLUDING" (and with correlative meaning "INCLUDE") means
     including, without limiting the generality of, any description preceding
     such term; and

         (5) the words "HEREIN," "HEREOF " and "HEREUNDER" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

     "ACT," when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

     "AUTHENTICATING AGENT" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.

     "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.



     "BOARD OF DIRECTORS" means the board of directors of the Company; provided,
however, that when the context refers to actions or resolutions of the Board of
Directors, then the term "BOARD OF DIRECTORS" shall also mean any duly
authorized committee of the Board of Directors of the Company authorized to act
with respect to any particular matter to exercise the power of the Board of
Directors of the Company.

     "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "BUSINESS DAY," when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities of any
series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or regulation to close.

     "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, warrants, rights, options or other equivalents
(however designated) of capital stock or any other equity interest of such
Person, including each class of common stock and preferred stock.

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

     "COMPANY" means the Person named as the "Company" in the first paragraph of
this Indenture until a successor corporation or other entity shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

     "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any two Officers, at least one of whom must
be its Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer, its Chief Accounting Officer, its Treasurer, an
Assistant Treasurer or its Controller, and delivered to the Trustee.

     "CORPORATE TRUST OFFICE" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, DE 19890-0001; Attn:
Corporate Trust Administration.

     "COVENANT DEFEASANCE" has the meaning specified in Section 13.03.

     "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite currency.

     "CUSTODIAN" means any receiver, custodian, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

     "DEFAULT" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

     "DEFEASANCE" has the meaning specified in Section 13.02.

     "DELAWARE BANKING DAY" has the meaning specified in Section 1.15.

     "DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more global Securities, the
Person designated as Depositary by the Company pursuant to Section 3.01 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and

                                      -2-



thereafter "Depositary" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
"Depositary" shall mean the Depositary with respect to the Securities of that
series.

     "DOLLARS" and "$" means lawful money of the United States of America.

     "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.

     "GAAP" means such accounting principles as are generally accepted in the
United States of America which are in effect on the date hereof.

     "GUARANTEE" means the guarantee by any Guarantor of the obligations under
this Indenture.

     "HOLDER" or "SECURITYHOLDER" means a Person in whose name a Security is
registered in the Security Register.

     "INDEBTEDNESS" means, with respect to any Person (without duplication for
indebtedness or other obligations of such Person), any indebtedness of such
Person for money borrowed, whether incurred, assumed or guaranteed, and
including obligations under capitalized leases.

     "INDENTURE" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
hereunder.

     "INTEREST," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

     "INTEREST PAYMENT DATE," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

     "JUDGMENT CURRENCY" has the meaning specified in Section 1.15.

     "MATURITY," when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

     "OFFICER" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, any Vice
President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of such Person.

     "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers of
the Company, at least one of whom must be its Chief Executive Officer, its
President, its Chief Financial Officer, its Chief Accounting Officer, its
Treasurer or its Controller, and delivered to the Trustee.

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably acceptable
to the Trustee.

     "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

                                      -3-



     "OUTSTANDING," when used with respect to Securities or Securities of any
series, means, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

          (i) Securities theretofore canceled by the Trustee or delivered to the
     Trustee for cancellation;

          (ii) Securities, or portions thereof, for whose payment or redemption
     money in the necessary amount has been theretofore deposited with the
     Trustee or any Paying Agent (other than the Company) in trust or set aside
     and segregated in trust by the Company (if the Company shall act as its own
     Paying Agent) for the Holders of such Securities; provided that, if such
     Securities are to be redeemed, notice of such redemption has been duly
     given pursuant to this Indenture or provision therefor reasonably
     satisfactory to the Trustee has been made;

          (iii) Securities which have been paid as provided herein or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     reasonably satisfactory to it that such Securities are held by a bona fide
     purchaser in whose hands such Securities are valid obligations of the
     Company; and

          (iv) Securities which have been defeased pursuant to Section 13.02;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof pursuant
to the terms of such Original Issue Discount Security as of the date of such
determination, (b) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the dollar equivalent, determined
in the manner provided as contemplated by Section 3.01 on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (a) above) of
such Security, and (c) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

     "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company. The Company may act as Paying Agent with respect to any Securities
issued hereunder.

     "PERSON" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "PLACE OF PAYMENT," when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "PROCEEDING" has the meaning specified in Section 14.02.

                                      -4-



     "REDEMPTION DATE," when used with respect to any Security of any series to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

     "REDEMPTION PRICE," when used with respect to any Security of any series to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

     "REGISTERED SECURITY" means any Security issued hereunder and registered in
the Security Register.

     "REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.

     "REQUIRED CURRENCY" has the meaning specified in Section 1.15.

     "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
officer of the Trustee assigned to administer corporate trust matters and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her knowledge of and familiarity
with the particular subject.

     "SECURITIES" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "SECURITIES PAYMENT" has the meaning specified in Section 14.02.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 3.05.

     "SENIOR DEBT" means the principal of and premium, if any and interest on
the following, whether outstanding at the date of execution of this Indenture or
thereafter incurred or created:

         (a) indebtedness of a Person for money borrowed, or evidenced by a note
     or similar instrument or written agreement given in connection with the
     acquisition of any businesses, properties or assets, including securities,

         (b) indebtedness of a Person to banks or financial institutions
     evidenced by notes or other written obligations,

         (c) indebtedness of a Person evidenced by notes, debentures, bonds or
     other securities issued under the provisions of an indenture or similar
     instrument,

         (d) indebtedness of others of the kinds described in the preceding
     clauses (a), (b) and (c) that such Person has assumed, guaranteed or
     otherwise assured the payment thereof, directly or indirectly, and

         (e) deferrals, renewals, extensions and refundings of, or bonds,
     debentures, notes or other evidences of indebtedness issued in exchange
     for, the indebtedness described in the preceding clauses (a) through (d)
     whether or not there is any notice to or consent of the holders of
     Securities; except (i) indebtedness and advances among the Company and its
     direct and indirect subsidiaries and (ii) any particular indebtedness,
     deferral, renewal, extension or refunding, if it is expressly stated in the
     governing terms, or in the assumption or guarantee, thereof that the
     indebtedness involved is not Senior Debt.

This definition may be modified or superseded in a manner as contemplated by
Section 3.01.

     "SIGNIFICANT SUBSIDIARY" of a Person has the meaning ascribed to such term
in Rule 1.02(w) of Regulation S-X under the Securities Act of 1933, as amended.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

                                      -5-



     "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

     "SUBSIDIARY" means, with respect to any Person:

         (1) any corporation, association or other business entity of which more
     than 50% of the total voting power of shares of Capital Stock entitled
     (without regard to the occurrence of any contingency) to vote in the
     election of directors, managers or trustees thereof is at the time owned or
     controlled, directly or indirectly, by such Person or one or more of the
     other Subsidiaries of that Person (or a combination thereof); and

         (2) any partnership (a) the sole general partner or the managing
     general partner of which is such Person or a Subsidiary of such Person or
     (b) the only general partners of which are such Person or one or more
     Subsidiaries of such Person (or any combination thereof).

     "TRUSTEE" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended, as
in force at the date as of which this Indenture was executed; provided, however,
that in the event that such Act is amended after such date, "Trust Indenture
Act" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended.

     "U.S. GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed by the full
faith and credit of the United States of America which, in either case, are not
callable or redeemable at the option of the issuer thereof or otherwise subject
to prepayment, and shall also include a depository receipt issued by a New York
Clearing House bank or trust company as custodian with respect to any such U.S.
Government Obligation, or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount held by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

     "VICE PRESIDENT," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

     "VOTING STOCK" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     Section 1.02 Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

                                      -6-



         (a) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

         (b) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

         (c) a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

         (d) a statement as to whether, in the opinion of each such individual,
     such condition or covenant has been complied with.

     Section 1.03 Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an Officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such Officer actually knows that the certificate or opinion
or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an Officer or Officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such counsel actually knows that the certificate or
opinion or representations with respect to such matters are erroneous.

     Any certificate, statement or opinion of an Officer of the Company or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such Officer or counsel, as the
case may be, actually knows that the certificate or opinion or representations
with respect to the accounting matters upon which his or her certificate,
statement or opinion is based are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     Section 1.04 Acts of Holders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any

                                      -7-



such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

         (c)  The ownership of Registered Securities shall be proved by the
Security Register.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

         (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the immediately following paragraph. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

         (f) The Trustee shall set a record date, which shall not be more than
15 days prior to the date of commencement of solicitation of such action
contemplated by this section 1.04(f), for the purpose of determining the Holders
of Securities of any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section
5.02, (iii) any direction referred to in Section 5.12, (iv) any request to
institute proceedings referred to in Section 5.07(2) or (v) any waiver of past
defaults pursuant to Section 5.13, in each case with respect to Securities of
such series. If such a record date is fixed pursuant to this paragraph, the
relevant action may be taken or given before or after such record date, but only
the Holders of record at the close of business on such record date shall be
deemed to be holders of Securities of a series for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities of such
series have authorized or agreed or consented to such action, and for that
purpose the Outstanding Securities of such series shall be computed as of such
record date; provided that no such action by Holders on such record date shall
be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's reasonable expense,
shall cause notice of such record date and the proposed action by Holders to be
given to the Company in writing and to each Holder of Securities of the relevant
series in the manner set forth in Section 1.06.

     Section 1.05 Notices, Etc., to Trustee and Company. Any request, demand,
authorization,  direction,  notice,  consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

         (a) the Trustee by any Holder or by the Company shall be sufficient for
     every purpose hereunder if made, given, furnished or filed in writing and
     mailed first-class postage prepaid, to or with the Trustee at Wilmington
     Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,
     DE 19890-0001, Attention: Corporate Trust Administration; or

                                      -8-



         (b) the Company by the Trustee or by any Holder shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if in
     writing and mailed, first-class postage prepaid, to the Company addressed
     to it at Radio One, Inc., 5900 Princess Garden Parkway, 7th Floor, Lanham,
     Maryland 20706, Attention: Secretary, or at any other address previously
     furnished in writing to the Trustee by the Company.

     Section 1.06 Notice to Holders; Waiver. Where this Indenture or any
Security provides for notice to Holders of any event, such notice shall be
deemed sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders or the validity of the proceedings to which
such notice relates.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

     Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

     Where this Indenture or any Security provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

     Section 1.07 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included or deemed included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, such provision of the Trust Indenture Act
shall be deemed to apply to this Indenture as so modified or shall be excluded,
as the case may be.

     Section 1.08 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 1.09 Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 1.10 Separability Clause. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     Section 1.11 Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Holders and to the extent
specifically set forth herein the holders of Senior Debt, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

     Section 1.12 Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the laws (other than the choice of
law provisions) of the State of Delaware.

     Section 1.13 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal

                                      -9-



(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day or on such other day as may
be set out in the Officers' Certificate pursuant to Section 3.01 at such Place
of Payment with the same force and effect as if made on the Interest Payment
Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity,
as the case may be, provided that no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption
Date, sinking fund payment date, Stated Maturity or Maturity, as the case may
be, if payment is made on such next succeeding Business Day or other day set out
in such Officers' Certificate.

     Section 1.14 No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or any Guarantor (other than a stockholder
which itself is the Company or a Guarantor of the Securities) shall not have any
liability for any obligations of the Company or any Guarantor under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.

     Section 1.15 Judgment Currency. The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, on the Securities
of any series (the "REQUIRED CURRENCY") into a currency in which a judgment will
be rendered (the "JUDGMENT CURRENCY"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in Wilmington, Delaware the Required Currency with the Judgment
Currency on the Delaware Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "DELAWARE BANKING
DAY" means any day except a Saturday, Sunday or a legal holiday in Wilmington,
Delaware or a day on which banking institutions in Wilmington, Delaware are
authorized or required by law or executive order to close.

     Section 1.16 Counterparts. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                                    ARTICLE 2
                                 SECURITY FORMS

     Section 2.01 Forms Generally. The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the Officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

     The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

                                      -10-



     Section 2.02 Form of Face of Security.

                                 RADIO ONE, INC.


No. _______                                                          [$]________

     Radio One, Inc., a corporation duly organized and existing under the laws
of Delaware (herein called the "COMPANY," which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to _______________, or registered assigns, the principal
sum of _______________ [Dollars] on _______________ [if the Security is to bear
interest prior to Maturity, insert-- and to pay interest thereon from
_______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on _______________ and
_______________ in each year [if other than semi-annual payments, insert
frequency of payments and payment dates], commencing _____________________, at
[if the Security is to bear interest at a fixed rate, insert-- the rate of
_____% per annum], [if the Security is to bear interest at a variable or
floating rate and if determined with reference to an index, refer to description
of index below] until the principal hereof is paid or made available for payment
[if applicable insert--, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of _____% per annum on any overdue
principal and premium and on any overdue installment of interest]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
__________ or __________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

     [If the Securities are floating or adjustable rate securities with respect
to which the principal of or any premium or interest may be determined with
reference to an index, insert the text of the floating or adjustable rate
provision.]

     [If the Security is not to bear interest prior to Maturity, insert-- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

     [If the Securities are to be Payment-in-Kind Securities, insert the text
of the PIK provision.]

     Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______________, in dollars [if
applicable, insert--; provided, however, that at the option of the Company,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

     [If applicable, insert-- So long as all of the Securities of this series
are represented by Securities in global form, the principal of, premium, if any,
and interest, if any, on this global Security shall be paid in same day funds to
the Depositary, or to such name or entity as is requested by an authorized
representative of the Depositary. If at any time the Securities of this series
are no longer represented by global Securities and are issued in definitive
certificated form, then the principal of, premium, if any, and interest, if any,
on each certificated Security at Maturity shall be paid in same day funds to the
Holder upon surrender of such certificated Security at the Corporate Trust
Office of the Trustee, or at

                                      -11-



such other place or places as may be designated in or pursuant to the Indenture,
provided that such certificated Security is surrendered to the Trustee, or at
such other place or places as may be designated in or pursuant to the Indenture,
provided that such certificated Security is surrendered to the Trustee, acting
as Paying Agent, in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures. Payments of interest with
respect to such certificated Securities other than at Maturity may, at the
option of the Company, be made by check mailed to the address of the Person
entitled thereto as it appears on the Security Register on the relevant Regular
or Special Record Date or by wire transfer in same day funds to such account as
may have been appropriately designated to the Paying Agent by such Person in
writing not later than such relevant Regular or Special Record Date.]

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                      RADIO ONE, INC.


                                      By:
                                         ---------------------------------------

Attest:

- -----------------------------------

                                      [SEAL]

                                      200_

     Section 2.03 Form of Reverse of Security.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "SECURITIES"), issued and to be issued in one or more
series under an Indenture, dated as of _______________, 200_ (herein called the
"INDENTURE"), between the Company and Wilmington Trust Company, as Trustee
(herein called the "TRUSTEE," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [, limited in aggregate principal amount to
$___________].

     [The Securities of this series are subject to redemption upon not less than
30 nor more than 60 days' notice by first class mail, [if applicable, insert--
(1) on __________ in any year commencing with the year __________ and ending
with the year __________ through operation of the sinking fund for this series
at a Redemption Price equal to 100% of the principal amount, and (2)] at any
time [on or after __________, _____], as a whole or in part, at the election of
the Company, at the following Redemption Prices (expressed as percentages of the
principal amount):

     If redeemed [on or before _______________, _____%, and if redeemed] during
the 12-month period beginning  _______________ of the years indicated,

                              REDEMPTION
           YEAR                  PRICE
           ----               ----------



                                      -12-



and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert-- (whether
through operation of the sinking fund or otherwise)] with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

     [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by first class
mail, (1) on _______________ in any year commencing with the year __________ and
ending with the year __________ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after __________], as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below:

     If redeemed during a 12-month period beginning _________________ of the
years indicated,



     Redemption Price
     For Redemption       Redemption Price For Redemption Otherwise Than Through
     Sinking Fund         Operation of The Through Operation of The Sinking Fund       Year
     ----------------     ------------------------------------------------------       ----
                                                                                 



and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

     Notwithstanding the foregoing, the Company may not, prior to __________,
redeem any Securities of this series as contemplated by [clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than _____% per annum.]

     [The sinking fund for this series provides for the redemption on __________
in each year beginning with the year _____ and ending with the year _____ of
[not less than] $_______________ [("MANDATORY SINKING FUND") and not more than
$____________] aggregate principal amount of Securities of this series.]
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the inverse
order in which they become due.]

     [In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]

     [If the Security is not an Original Issue Discount Security, insert-- If
any Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert-- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal --insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]

                                      -13-



     [This Security is subject to defeasance and covenant defeasance as
described in the Indenture [if applicable, insert -- and the supplemental
indenture].]

     [This Security is subject to satisfaction and discharge as provided in the
Indenture [if applicable, insert -- and the supplemental indenture].]

     [This Security is subject to subordination as provided in the Indenture [if
applicable, insert -- and the supplemental indenture].]

     The Indenture may be modified by the Company and the Trustee without
consent of any Holder with respect to certain matters as described in the
Indenture. In addition, the Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall bind such Holder and all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of [$1,000] and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer or lease all or substantially all of its properties or assets [If other
covenants are applicable pursuant to the provisions of Section 3.01, insert
here]. All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under this Security or
the Indenture or for any claim based on, in respect of or by reason of, such

                                      -14-



obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security.

     [If applicable, insert -- A director, officer, employee or stockholder, as
such, of the Guarantor shall not have any liability for any obligations of the
Company or such Guarantor under this Security or the Indenture [if applicable,
insert -- or the supplemental indenture] or for any claim based on, in respect
of or by reason of, such obligations or their creation. Each Holder, by
accepting a Security, waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Security.]

     [If applicable, insert -- This Security will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture and the supplemental indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, if any, the Trustee and the Holders.]

     [If applicable, insert-- Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures ("CUSIP"), the Company
has caused CUSIP numbers to be printed on the Securities of this series as a
convenience to the Holders of the Securities of this series. No representation
is made as to the correctness or accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other
identification numbers printed hereon.]

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                      -15-



                                 ASSIGNMENT FORM

     To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to

- --------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ___________________________________ agent to transfer
this Security on the books of the Company. The agent may substitute another to
act for him.

Dated:                  Your Signature:
       --------------                  -----------------------------------------
                                       (Sign exactly as your name appears on the
                                             other side of this Security)

Signature Guaranty:
                   -------------------------------------------------------------
                  [Signatures must be guaranteed by an "eligible guarantor
                   institution" meeting the requirements of the Transfer Agent,
                   which requirements will include membership or participation
                   in STAMP or such other "signature guarantee program" as may
                   be determined by the Transfer Agent in addition to, or in
                   substitution for, STAMP, all in accordance with the Exchange
                   Act.]

                   Social Security Number or Taxpayer Identification Number:

- --------------------------------------------------------------------------------

     Section 2.04 Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication shall be in substantially the following form:

Dated:_______________

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                               WILMINGTON TRUST COMPANY,
                                       -----------------------------------------
                                       As Trustee

                                       By
                                         ---------------------------------------
                                                 Authorized Signatory

     Section 2.05 Securities in Global Form. If Securities of or within a series
are issuable in whole or in part in global form, then any such Security of such
series may provide that it shall represent the aggregate or a specified amount
of the Outstanding Securities of such series from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities of such
series represented thereby may from time to time be reduced or increased to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel.

                                      -16-



     The provisions of the last paragraph of Section 3.03 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby.

     Notwithstanding the provisions of Sections 2.01 and 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and premium,
if any, and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

     Section 2.06 Form of Legend for the Securities in Global Form. Any Security
in global form authenticated and delivered hereunder shall bear a legend in
substantially the following form, or in such other form as may be necessary or
appropriate to reflect the arrangements with or to comply with the requirements
of any Depositary:

         "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
         OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
         OR IN PART FOR SECURITIES IN CERTIFICATED FORM IN THE LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THIS SECURITY MAY NOT BE
         TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
         DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
         ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
         NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
         DEPOSITARY."

                                    ARTICLE 3
                                 THE SECURITIES

     Section 3.01 Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued from time to time in one or more series. Prior
to the issuance of Securities of any series, there shall be established in or
pursuant to (i) a Board Resolution, (ii) action taken pursuant to a Board
Resolution and (subject to Section 3.03) set forth, or determined in the manner
provided, in an Officers' Certificate, or (iii) one or more indentures
supplemental hereto:

          (1) the title of the Securities of the series (which shall distinguish
     the Securities of the series from all other Securities);

          (2) the purchase price, denomination and any limit upon the aggregate
     principal amount of the Securities of the series which may be authenticated
     and delivered under this Indenture (except for Securities authenticated and
     delivered upon registration of transfer of, or in exchange for, or in lieu
     of, other Securities of the series pursuant to Sections 3.04, 3.05, 3.06,
     9.06 or 11.07);

          (3) the date or dates on which the principal of and premium, if any,
     on the Securities of the series is payable or the method of determination
     thereof;

          (4) the rate or rates at which the Securities of the series shall bear
     interest, if any, or the method of calculating such rate or rates of
     interest, whether the interest on the Securities will be paid in the form
     of additional Securities and if so, the terms and provisions for the
     payment of such additional Securities, including, without limitation, the
     method for calculating the amount of additional Securities so payable, the
     date or dates from which such interest shall accrue or the method by which
     such date or dates shall be determined, the Interest Payment Dates on which
     any such interest shall be payable and the Regular Record Date, if any, for
     the interest payable on any Interest Payment Date;

          (5) the place or places where the principal of, premium, if any, and
     interest, if any, on Securities of the series shall be payable;

                                      -17-



          (6) the place or places where the Securities may be exchanged or
     transferred;

          (7) the period or periods within which, the price or prices at which,
     the currency or currencies (including currency unit or units) in which, and
     the other terms and conditions upon which Securities of the series may be
     redeemed, in whole or in part, at the option of the Company, and, if other
     than as provided in Section 11.03, the manner in which the particular
     Securities of such series (if less than all Securities of such series are
     to be redeemed) are to be selected for redemption;

          (8) the obligation, if any, of the Company to redeem or purchase
     Securities of the series in whole or in part pursuant to any sinking fund
     or analogous provisions or upon the happening of a specified event or at
     the option of a Holder thereof and the period or periods within which, the
     price or prices at which, and the other terms and conditions upon which
     Securities of the series shall be redeemed or purchased, in whole or in
     part, pursuant to such obligation;

          (9) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which Securities of the series shall be
     issuable;

          (10) if other than U.S. dollars, the currency or currencies (including
     currency unit or units) in which payments of principal of, premium, if any,
     and interest on the Securities of the series shall or may by payable, or in
     which the Securities of the series shall be denominated, and the particular
     provisions applicable thereto;

          (11) if the payments of principal of, premium, if any, or interest on
     the Securities of the series are to be made, at the election of the Company
     or a Holder, in a currency or currencies (including currency unit or units)
     other than that in which such Securities are denominated or designated to
     be payable, the currency or currencies (including currency unit or units)
     in which such payments are to be made, the terms and conditions of such
     payments and the manner in which the exchange rate with respect to such
     payments shall be determined, and the particular provisions applicable
     thereto;

          (12) if the amount of payments of principal of, premium, if any, and
     interest on the Securities of the series shall be determined with reference
     to an index, formula or other method (which index, formula or method may be
     based, without limitation, on a currency or currencies (including currency
     unit or units) other than that in which the Securities of the series are
     denominated or designated to be payable), the index, formula or other
     method by which such amounts shall be determined;

          (13) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.02 or the method by which such portion shall be determined;

          (14) any modifications of or additions to the Events of Default or the
     covenants of the Company set forth herein with respect to Securities of the
     series and whether and the conditions under which the Holders of the
     Securities of the series may waive any such Event of Default or compliance
     with any such covenant relating to the Securities of such series;

          (15) if either or both of Section 13.02 and Section 13.03 shall be
     inapplicable, in whole or in part, to the Securities of the series
     (provided that if no such inapplicability shall be specified, then both
     Section 13.02 and Section 13.03 shall be applicable to the Securities of
     the series) and any modification to either such section as it relates to
     such series of Securities;

          (16) if other than the Trustee, the identity of the Registrar and any
     Paying Agent;

          (17) if the Securities of the series shall be issued in whole or in
     part in global form, (i) the Depositary for such global Securities, (ii)
     the form of any legend in addition to or in lieu of that in Section 2.06
     which shall be borne by such global Security, (iii) whether beneficial
     owners of interests in any Securities of the series in global form may
     exchange such interests for certificated Securities of such series and of
     like tenor of any authorized form and


                                      -18-



     denomination, and (iv) if other than as provided in Section 3.05, the
     circumstances under which any such exchange may occur;

         (18) if the Holders of the Securities of the series may convert or
     exchange the Securities of the series into or for securities of the Company
     or of other entities or other property (or the cash value thereof), the
     specific terms of and period during which such conversion or exchange may
     be made;

         (19) if the Securities of the series shall have the benefits of any
     Guarantee and, if so, the identity of the Guarantor or Guarantors and the
     terms and provisions applicable to any such Guarantee;

         (20) any provisions for the satisfaction and discharge of the
     Securities of the series, including provisions in addition to or modifying
     the provisions of Article 4 as they pertain to Securities of the series;

         (21) any addition to or change in the covenants set forth in Article 10
     which applies to Securities of the series;

         (22) the subordination of the Securities of such series to other
     Indebtedness of the Company, including without limitation, the Securities
     of any other series; and

         (23) any other terms of the series, including any terms which may be
     required by or advisable under the laws of the United States of America or
     regulations thereunder or advisable (as determined by the Company) in
     connection with the marketing of Securities of the series.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided (i) by a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.03) set forth, or determined in the manner provided, in an Officers'
Certificate or (iii) in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

     If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant thereto in connection with the issuance of any Securities
of such series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

     Section 3.02 Denominations. The Securities of each series shall be issuable
in registered form without coupons in such denominations as shall be specified
as contemplated by Section 3.01. In the absence of any such provisions with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.

     Section 3.03 Execution, Authentication, Delivery and Dating. The Securities
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer, or its
Chief Accounting Officer attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall

                                      -19-



authenticate and make such Securities available for delivery. If the form or
terms of the Securities of the series have been established in or pursuant to
one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Sections 315(a) through (d) of the Trust
Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel
stating (subject to customary assumptions, conditions and exceptions):

         (a) if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 3.01, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

         (b) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company, enforceable in accordance with
     their terms, except to the extent enforceability may be limited by
     applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
     conveyance and other similar laws affecting the enforcement of creditors'
     rights generally and by the effect of general principles of equity
     (regardless of whether enforceability is considered in a proceeding in
     equity or at law).

     If such terms have been so established, the Trustee shall not be required
to authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee, or in the written opinion of counsel to the Trustee
(which counsel may be an employee of the Trustee) such authentication may not
lawfully be made or would involve the Trustee in personal liability.

     Notwithstanding the provisions of Section 3.01 and of the immediately
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Board Resolution
and the Officers' Certificate otherwise required pursuant to Section 3.01 or the
Company Order and Opinion of Counsel otherwise required pursuant to the second
preceding paragraph at or prior to the time of authentication of each Security
of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

     If the Company shall establish pursuant to Section 3.01 that the Securities
of a series are to be issued in whole or in part in the form of one or more
global Securities, then the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to the
authentication and delivery of such series, authenticate and deliver one or more
Securities of such series in global form that (i) shall be in an aggregate
amount equal to the aggregate principal amount of the Outstanding Securities of
such series to be represented by such Security or Securities in global form,
(ii) shall be registered in the name of the Depositary for such Security or
Securities in global form or its nominee, and (iii) shall be made available for
delivery by the Trustee to such Depositary or pursuant to such Depositary's
instruction.

     The Trustee shall have no responsibility to determine if the Depositary is
so registered. Each Depositary shall enter into an agreement with the Trustee
and the Company governing the respective duties and rights of such Depositary,
the Company and the Trustee with regard to Securities issued in global form.

     Unless otherwise provided for in the form of Security, each Security shall
be dated the date of its authentication.

     No Security shall be entitled to any benefits under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

     Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be


                                      -20-



accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall not be entitled to the benefits of this Indenture.

     Section 3.04 Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and make available for delivery, temporary Securities
of such series which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     In the case of Securities of any series, such temporary Securities may be
in global form, representing all or a portion of the Outstanding Securities of
such series.

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions thereof), if temporary Securities of
any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

     Section 3.05 Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency to be maintained by the Company in accordance with
Section 10.02 in a Place of Payment a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the "SECURITY REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of registration of
transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

     Upon surrender for registration of transfer of any Security of any series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and Stated Maturity.

     At the option of the Holder, Securities of any series (except a Security in
global form) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and Stated
Maturity, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.

     Each Security issued in global form authenticated under this Indenture
shall be registered in the name of the Depositary designated for such series or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Security issued in global form shall
constitute a single Security for all purposes of this Indenture.

     Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in certificated form in the
circumstances described below, a Security in global form representing all or a
portion of the Securities of a series may not be transferred except as a whole
by the Depositary such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such


                                      -21-



Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary.

     If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or defaults in the performance of its duties as
Depositary or it at any time the Depositary for the Securities of such series
shall no longer be eligible to perform such duties, the Company shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's selection pursuant to Section 3.01(b)(17)
shall no longer be effective with respect to the Securities of such series and
the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

     The Company may at any time in its sole discretion determine that
Securities issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Company shall execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

     If specified by the Company pursuant to Section 3.01 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

         (i) to each Person specified by such Depositary a new certified
     Security or Securities of the same series of like tenor, of any authorized
     denomination as requested by such Person in aggregate principal amount
     equal to and in exchange for such Person's beneficial interest in the
     Security in global form; and

         (ii) to such Depositary a new Security in global form of like tenor in
     a denomination equal to the difference, if any, between the principal
     amount of the surrendered Security in global form and the aggregate
     principal amount of certificated Securities delivered to Holders thereof.

     Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee. Securities issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

     Whenever any Securities are surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing.

                                      -22-



     Unless otherwise provided in the Securities to be transferred or exchanged,
no service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (i) to issue, register
the transfer of or exchange Securities of such series during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.03 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption, in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

     The foregoing provisions relating to registration, transfer and exchange
may be modified, supplemented or superseded with respect to any series of
Securities by a Board Resolution or in one or more indentures supplemental
hereto.

     Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

     Section 3.07 Payment of Interest; Interest Rights Preserved. Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a

                                      -23-



     Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security of such series and the date of the proposed payment (which
     shall be not less than 25 days after the receipt by the Trustee of such
     notice, unless such Trustee shall consent to an earlier date), and at the
     same time the Company shall deposit with the Trustee an amount of money
     equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements reasonably satisfactory to
     the Trustee for such deposit prior to the date of the proposed payment,
     such money when deposited to be held in trust for the benefit of the
     Persons entitled to such Defaulted Interest as in this Clause provided.
     Thereupon the Trustee shall fix a Special Record Date for the payment of
     such Defaulted Interest which shall be not more than 15 days and not less
     than 10 days prior to the date of the proposed payment and not less than 10
     days after the receipt by the Trustee of the notice of the proposed
     payment. The Trustee shall promptly notify the Company of such Special
     Record Date and, in the name and at the reasonable expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first-class postage prepaid,
     to each Holder of Securities of such series at his address as it appears in
     the Security Register, not less than 10 days prior to such Special Record
     Date. Notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been so mailed, such Defaulted Interest
     shall be paid to the Persons in whose names the Securities of such series
     (or their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following Clause (2).

         (2) The Company may make payment of any Defaulted Interest on the
     Securities of any series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which such Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this Clause (2), such manner of payment shall be deemed practicable by
     the Trustee.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     Section 3.08 Persons Deemed Owners. Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Sections 3.05 and 3.07) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

     None of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depositary (or its nominee), as a Holder, with respect to such
Security in global form or impair, as between such Depositary and owners of
beneficial interests in such Security in global form, the operation of customary
practices governing the exercise of the right of such Depositary (or its
nominee) as holder of such Security in global form.

     Section 3.09 Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be held by the Trustee and may be destroyed (and, if so


                                      -24-



destroyed, certification of their destruction shall be delivered to the Company,
unless, by a Company Order, the Company shall direct that canceled Securities be
returned to it).

     Section 3.10 Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a year of twelve
30-day months.

     Section 3.11 CUSIP Number. The Company in issuing Securities of any series
may use a "CUSIP" number, and if so, the Trustee may use the CUSIP number in
notices of redemption or exchange as a convenience to Holders of such series;
provided, that any such notice may state that no representation is made as to
the correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.

     Section 3.12 Wire Transfers. Notwithstanding any other provision to the
contrary in this Indenture, the Company may make any payment of moneys required
to be deposited with the Trustee on account of principal of, or premium, if any,
or interest on the Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer of
immediately available funds to an account designated by the Trustee on or before
the date and time such moneys are to be paid to the Holders of the Securities in
accordance with the terms hereof.

                                    ARTICLE 4
                           SATISFACTION AND DISCHARGE

     Section 4.01 Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of Securities and replacement of such Securities which
may have been lost, stolen or mutilated as herein expressly provided for or in
the form of Security for such series), when the Trustee, upon Company Request
and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

         (1) either (a) all Securities theretofore authenticated and delivered
     (other than (i) Securities which have been destroyed, lost or stolen and
     which have been replaced or paid as provided in Section 3.06 and (ii)
     Securities for whose payment money has theretofore been deposited in trust
     or segregated and held in trust by the Company and thereafter repaid to the
     Company or discharged from such trust, as provided in Section 10.05) have
     been delivered to the Trustee for cancellation; or (b) all such Securities
     not theretofore delivered to the Trustee for cancellation (i) have become
     due and payable, or (ii) will become due and payable at their Stated
     Maturity within one year, or (iii) are to be called for redemption within
     one year under arrangements reasonably satisfactory to the Trustee for the
     giving of notice of redemption by the Trustee in the name, and at the
     reasonable expense, of the Company, and the Company, in the case of (b)(i),
     (ii) or (iii) above, has deposited with the Trustee as trust funds in trust
     for the purpose an amount, in the currency or currencies or currency unit
     or units in which the Securities of such series are payable, sufficient to
     pay and discharge the entire indebtedness on such Securities not
     theretofore delivered to the Trustee for cancellation, for principal,
     premium, if any, and interest to the date of such deposit (in the case of
     Securities which have become due and payable) or the Stated Maturity or
     Redemption Date, as the case may be;

         (2) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company;

         (3) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     provided for herein relating to the satisfaction and discharge of this
     Indenture have been complied with; and

         (4) no event or condition shall exist on the date of such deposit that,
     pursuant to the provisions of Section 14.02 or 14.03, would prevent the
     Company from making payments of the principal of or interest on the
     Securities of such series on the date of such deposit.


                                      -25-



     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.05 shall survive.

     Section 4.02 Application of Trust Money. Subject to the provisions of the
last paragraph of Section 10.05, all money deposited with the Trustee pursuant
to Section 4.01 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment such money has
been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

     Section 4.03 Application to a Specific Series of Securities. The Company
may elect to satisfy and discharge its obligations with respect to a specific
series of Securities under the Indenture by complying with the terms of Article
4. If the Company makes such election, (a) the terms of Section 4.01 and 4.02
shall apply only to the specific series of Securities and the terms of the
Indenture as it relates to such series of Securities and (b) the other
Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.

                                    ARTICLE 5
                                    REMEDIES

     Section 5.01 Events of Default. Except as otherwise specified as
contemplated by Section 3.01 for Securities of a series, "EVENT OF DEFAULT,"
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or to be effected by reason of Article 14
hereof or by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or governmental
body):

         (1) the Company defaults in the payment of interest on any Security of
     that series when such interest becomes due and payable and the default
     continues for a period of 30 days; or

         (2) the Company defaults in the payment of the principal of, or
     premium, if any, on any Security of that series when the same becomes due
     and payable at Maturity or on redemption or otherwise; or

         (3) the Company fails to deposit any sinking fund payment, for five
     days after it becomes due by the terms of a Security of that series; or

         (4) the Company fails to observe or perform in any material respect any
     of its other covenants, agreements or warranties in the Securities of that
     series or this Indenture (other than a covenant, agreement or warranty a
     default in whose performance or whose breach is elsewhere in this Section
     specifically dealt with or which has expressly been included in this
     Indenture solely for the benefit of series of Securities other than that
     series), and the failure to observe or perform continues for the period and
     after the notice specified in the last paragraph of this Section; or

         (5) an event of default, as defined in any mortgage, indenture, or
     instrument under which there may be issued, or by which there may be
     secured or evidenced, any Indebtedness of the Company (including Securities
     of another series) (other than the Securities of such series) (whether such
     Indebtedness now exists or shall hereafter be created or incurred) shall
     occur, which event of default (i) is caused by a failure to pay principal
     of or premium, if any, or interest on such Indebtedness at final maturity
     after the expiration of the grace period provided in such Indebtedness on
     the date of such event of default, and (ii) results in Indebtedness
     becoming or being declared due and payable prior to the date on which it
     would otherwise become due and payable, and such default in payment is not
     cured or such acceleration shall not be rescinded or annulled within 30
     days after written notice to the Company from the Trustee or to the Company
     and to the Trustee from the Holders of at least twenty-five percent in
     aggregate principal amount of the Outstanding Securities of that series
     specifying such event of default and requiring the Company to cure such
     default in payment or cause such acceleration to be rescinded or annulled
     and stating that such notice is

                                      -26-



     a "NOTICE OF DEFAULT" hereunder; provided, however, that it shall not be an
     Event of Default if the principal amount of Indebtedness which is not paid
     at maturity or the maturity of which is accelerated is equal to or less
     than $20,000,000; provided further that if, prior to a declaration of
     acceleration of the maturity of the Securities of that series or the entry
     of judgment in favor of the Trustee in a suit pursuant to Section 5.03,
     such default shall be remedied or cured by the Company or waived by the
     holders of such Indebtedness, then the Event of Default hereunder by reason
     thereof shall be deemed likewise to have been thereupon remedied, cured or
     waived without further action upon the part of either the Trustee or any of
     the Holders of the Securities of that series; or

         (6) the Company or any of its Significant Subsidiaries pursuant to or
     within the meaning of any Bankruptcy Law (a) commences a voluntary case or
     proceeding under any Bankruptcy Law with respect to itself, (b) consents to
     the entry of a judgment, decree or order for relief against it in an
     involuntary case or proceeding under any Bankruptcy Law, (c) consents to or
     acquiesces in the institution of bankruptcy or insolvency proceedings
     against it, (d) applies for, consents to or acquiesces in the appointment
     of or taking possession by a Custodian of it or for all or substantially
     all of its property, (e) makes a general assignment for the benefit of its
     creditors or (f) takes any corporate action in furtherance of or to
     facilitate, conditionally or otherwise, any of the foregoing; or

         (7) (i) a court of competent jurisdiction enters a judgment, decree or
     order for relief in an involuntary case or proceeding under any Bankruptcy
     Law which shall (a) approve as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition in respect of the
     Company or any of its Significant Subsidiaries, (b) appoint a Custodian of
     the Company or any of its Significant Subsidiaries or for all or
     substantially all of its property or (c) order the winding-up or
     liquidation of affairs of the Company or any of its Significant
     Subsidiaries, and such judgment, decree or order shall remain unstayed and
     in effect for a period of 90 consecutive days; or (ii) any bankruptcy or
     insolvency petition or application is filed, or any bankruptcy or
     insolvency proceeding is commenced, against the Company or any of its
     Significant Subsidiaries and such petition, application or proceeding is
     not dismissed within 60 days; or (iii) a warrant of attachment is issued
     against any material portion of the property of the Company or any of its
     Significant Subsidiaries which is not released within 60 days of service;
     or

         (8) any other Event of Default provided with respect to Securities of
     that series.

     A Default under clause (4) above is not an Event of Default until the
Trustee or the Holders of at least twenty-five percent in aggregate principal
amount of the Outstanding Securities of that series notify the Company of the
Default and the Company does not cure the Default within 60 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "NOTICE OF DEFAULT." When a Default under clause
(4) above is cured within such 60-day period, it ceases to be a Default.

     Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series (other than an Event
of Default specified in clause (6) or (7) of Section 5.01) occurs and is
continuing, the Trustee by notice in writing to the Company, or the Holders of
at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) on all the Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

     If an Event of Default specified in clause (6) or (7) of Section 5.01
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or specified principal amount) shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of any Security of that series.

     Upon payment of all such principal and interest, all of the Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 6.07.

     At any time after a declaration of acceleration of Maturity with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this


                                      -27-



Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series by notice to the Trustee may rescind an
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of the principal of and interest on the Securities of that
series that has become due solely by such declaration of acceleration, have been
cured or waived, (ii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal that has
become due otherwise than by such declaration of acceleration have been paid,
(iii) the rescission would not conflict with any judgment or decree of a court
of competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 6.07 have been made.

     Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

         (1) default is made in the payment of any interest on any Security of
     any series when such interest becomes due and payable and such default
     continues for a period of 30 days, or

         (2) default is made in the payment of the principal of (or premium, if
     any, on) any Security of any series at the Maturity thereof, or

         (3) default is made in the payment of any sinking or analogous
     obligation when the same becomes due by the terms of the Securities of any
     series, and any such default continues for any period of grace provided
     with respect to the Securities of such series,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to secure any other proper remedy.

     Section 5.04 Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

         (i) to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Securities
     and to file such other papers or documents as may be necessary or advisable
     in order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agent and counsel) and of the Holders allowed in such judicial
     proceedings, and

                                      -28-



         (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same; and any
     custodian, receiver, assignee, trustee, liquidator, sequestrator or other
     similar official in any such judicial proceeding is hereby authorized by
     each Holder to make such payments to the Trustee and, in the event that the
     Trustee shall consent to the making of such payments directly to the
     Holders, to pay to the Trustee any amount due it for the reasonable
     compensation, expenses, disbursements and advances of the Trustee, its
     agents and counsel, and any other amounts due the Trustee under Section
     6.07.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     Section 5.05 Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

     Section 5.06 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article in respect of the Securities of any series
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
premium, if any, or interest, upon presentation of the Securities in respect of
which moneys have been collected and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

         First:  To the payment of all amounts due the Trustee under Section
     6.07 applicable to such series;

         Second: To the payment of the amounts then due and unpaid for principal
     of, and premium, if any, and interest on the Securities of such series in
     respect of which or for the benefit of which such money has been collected,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on such Securities of such series for principal,
     and premium, if any, and interest, respectively; and

         Third:  To the Company.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.06. At least ten (10) days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and the amount to be paid.

     Section 5.07 Limitation on Suits. No Holder of any Security of any series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

         (1) such Holder has previously given written notice to the Trustee of a
     continuing Event of Default with respect to the Securities of that series;

         (2) the Holders of at least twenty-five percent in principal amount of
     the Outstanding Securities of that series shall have made written request
     to the Trustee to institute proceedings in respect of such Event of Default
     in its own name as Trustee hereunder;

         (3) such Holder or Holders shall have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

         (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and


                                      -29-



         (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of Holders of Securities of
any series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders of Securities of the affected series.

     Section 5.08 Unconditional Right of Holders to Receive Principal, Premium
and Interest. Notwithstanding any other provision in this Indenture but subject
to Article 14, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of, premium, if
any, and (subject to Section 3.07) interest on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

     Section 5.09 Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding has been
instituted.

     Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     Section 5.11 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

     Section 5.12 Control by Holders. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture;

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction; and

          (3) subject to Section 6.01, the Trustee need not take any action
     which might involve the Trustee in personal liability or be unduly
     prejudicial to the Holders not joining therein.

     Section 5.13 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may by
written notice to the Trustee on behalf of the Holders of all the Securities of
such series waive any Default or Event of Default with respect to such series
and its consequences, except a Default or Event of Default:


                                      -30-



          (1) in respect of the payment of the principal of or premium, if any,
     or interest on any Security of such series, or

          (2) in respect of a covenant or other provision hereof which under
     Article Nine cannot be modified or amended without the consent of the
     Holder of each Outstanding Security of such series affected.

     Upon any such waiver, such Default or Event of Default shall cease to exist
and shall be deemed to have been cured, for every purpose of this Indenture and
the Securities of such series; but no such waiver shall extend to any subsequent
or other Default or Event of Default or impair any right consequent thereon.

     Section 5.14 Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than ten percent in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or interest on any Security on
or after the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).

                                    ARTICLE 6
                                   THE TRUSTEE

     Section 6.01 Certain Duties and Responsibilities of the Trustee.

         (a) Except during the continuance of an Event of Default, the Trustee's
duties and responsibilities under this Indenture shall be governed by Section
315(a) of the Trust Indenture Act.

         (b) In case an Event of Default has occurred and is continuing, and is
known to the Trustee, the Trustee shall exercise the rights and powers vested in
it by this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

         (c) None of the provisions of Section 315(d) of the Trust Indenture Act
shall be excluded from this Indenture.

         (d) Every provision of this Indenture which pertains to the Trustee
shall be subject to this Section 6.01.

     Section 6.02 Notice of Defaults. Within 90 days after the occurrence of any
Default or Event of Default with respect to the Securities of any series, the
Trustee shall give to all Holders of Securities of such series, as their names
and addresses appear in the Security Register, notice of such Default or Event
of Default known to the Trustee, unless such Default or Event of Default shall
have been cured or waived; provided, however, that, except in the case of a
Default or Event of Default in the payment of the principal of or premium, if
any, or interest on any Security of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series. The
Trustee shall not be charged with knowledge of any Default unless a Responsible
Officer assigned to the Corporate Trust Office of the Trustee shall have actual
knowledge of the Default. The second sentence of this Section shall be in lieu
of the proviso to Trust Indenture Act Section 315(b). Said proviso is hereby
expressly excluded from this Indenture, as permitted by the Trust Indenture Act.

     Section 6.03 Certain Rights of Trustee.  Subject to the provisions of the
Trust Indenture Act:


                                      -31-



         (a) the Trustee may conclusively rely and shall be protected in acting
     or refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document believed by it to be genuine and to have been signed or presented
     by the proper party or parties;

         (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors may be sufficiently evidenced by a
     Board Resolution;

         (c) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, rely upon an Officers' Certificate;

         (d) the Trustee may consult with counsel and the written advice of such
     counsel or any Opinion of Counsel shall be full and complete authorization
     and protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon;

         (e) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders pursuant to this Indenture, unless such Holders shall
     have offered to the Trustee reasonable security or indemnity against the
     costs, expenses and liabilities which might be incurred by it in compliance
     with such request or direction;

         (f) prior to the occurrence of an Event of Default with respect to the
     Securities of any series and after the curing or waiving of all such Events
     of Default which may have occurred, the Trustee shall not be bound to make
     any investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, approval or other paper or document, or the
     books and records of the Company, unless requested in writing to do so by
     the Holders of a majority in principal amount of the Outstanding Securities
     of any series; provided, however, that if the payment within a reasonable
     time to the Trustee of the costs, expenses or liabilities likely to be
     incurred by it in the making of such investigation is not, in the opinion
     of the Trustee, reasonably assured to the Trustee by the security afforded
     to it by the terms of this Indenture, the Trustee may require reasonable
     indemnity against such costs, expenses or liabilities as a condition to so
     proceeding; the reasonable expense of every such investigation shall be
     paid by the Company or, if paid by the Trustee, shall be repaid by the
     Company upon demand;

         (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder; and

         (h) the Trustee shall not be required to expend or risk its own funds
     or otherwise incur any financial liability in the performance of any of its
     duties hereunder, or in the exercise of its rights or powers, if it shall
     have reasonable grounds for believing that repayment of such funds or
     adequate indemnity against such risk or liability is not reasonably assured
     to it.

         (i) the rights, privileges, protections, immunities and benefits given
     to the Trustee, including, without limitation, its right to be indemnified,
     are extended to, and shall be enforceable by, the Trustee in each of its
     capacities hereunder, and to each agent, custodian and other Person
     employed to act hereunder.

     Section 6.04 Not Responsible for Recitals or Issuance of Securities. The
recitals herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder, and that the
statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form

                                      -32-



T-1 supplied to the Company are true and accurate. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

     Section 6.05 May Hold Securities. The Trustee, any Authenticating Agent,
any Paying Agent, any Security Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

     Section 6.06 Money Held in Trust. Money held by the Trustee in trust
hereunder (including amounts held by the Trustee as Paying Agent) need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed upon in writing with the Company.

     Section 6.07 Compensation and Reimbursement.   The Company agrees:

         (1) to pay to the Trustee from time to time reasonable compensation as
     negotiated between the Company and the Trustee for all services rendered by
     it hereunder (which compensation shall not be limited by any provision of
     law in regard to the compensation of a trustee of an express trust);

         (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and

         (3) to indemnify the Trustee, its officers, employees, directors and
     shareholders for, and to hold it harmless against, any loss, liability,
     damage, claim or expense, including taxes (other than taxes based upon or
     determined or measured by the income of the Trustee), incurred without
     negligence or bad faith on its part, arising out of or in connection with
     the acceptance or administration of the trust or trusts hereunder,
     including the costs and expenses of defending itself against any claim or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(6) or Section 5.01(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

     The provisions of this Section 6.07 shall survive this Indenture and the
resignation or removal of the Trustee.

     Section 6.08 Disqualification; Conflicting Interests. The Trustee shall be
disqualified only where such disqualification is required by Section 310(b) of
the Trust Indenture Act. Nothing shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

     Section 6.09 Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder which shall be eligible to act as Trustee under
Section 310(a)(1) of the Trust Indenture Act having a combined capital and
surplus (together with its parent) of at least $50,000,000 and subject to
supervision or examination by federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

                                      -33-



     Section 6.10 Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

         (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

         (d) If at any time:


             (i)   the Trustee shall fail to comply with Section 310(b) of the
         Trust Indenture Act after written request therefor by the Company or by
         any Holder who has been a bona fide Holder of a Security for at least
         six months; or

             (ii)  the Trustee shall cease to be eligible under Section 6.09 and
         shall fail to resign after written request therefor by the Company or
         by any such Holder of a Security who has been a bona fide Holder of a
         Security for at least six months; or

             (iii) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation;

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the
Trust Indenture Act, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company with
respect to such Securities. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


                                      -34-



         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

     Section 6.11 Acceptance of Appointment by Successor.

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of some (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
such series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

         (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

         (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under the Trust Indenture Act.

     Section 6.12 Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor (by merger,
conversion, consolidation or otherwise as permitted hereunder) to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

                                      -35-



     Section 6.13 Preferential Collection of Claims Against Company. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated therein.

     Section 6.14 Appointment of Authenticating Agent. At any time when any of
the Securities remain Outstanding the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of, and subject to the direction of, the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.06, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus (together with its parent) of not less
than $100,000,000 and subject to supervision or examination by federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation as negotiated between the Company and such
Authenticating Agent for its services under this Section.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

                         Form of Authenticating Agent's
                          Certificate of Authentication

Dated: ____________________


                                      -36-



     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                            WILMINGTON TRUST COMPANY
- --------------------------------------------------------------------------------
                                   As Trustee

By
  ------------------------------------------------------------------------------
                             As Authenticating Agent

By
  ------------------------------------------------------------------------------
                              Authorized Signatory

     Section 6.15 Compliance with Tax Laws. The Trustee hereby agrees to comply
with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Securities of any series, whether acting as Trustee, Security
Registrar, Paying Agent or otherwise with respect to the Securities of any
series.

                                    ARTICLE 7
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 7.01 Company to Furnish Trustee Names and Addresses of Holders. The
Company will furnish or cause to be furnished to the Trustee:

         (a) semi-annually, not later than 15 days after the Regular Record Date
     for each series of Securities, a list, in such form as the Trustee may
     reasonably require, of the names and addresses of the Holders of Securities
     as of such Regular Record Date (unless the Trustee has such information),
     or if there is no Regular Record Date for interest for such series of
     Securities, semi-annually, upon such dates as are set forth in the Board
     Resolution or indenture supplemental hereto authorizing such series, and

         (b) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

     Section 7.02 Preservation of Information; Communications to Holders.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

         (b) If three or more Holders (herein referred to as "APPLICANTS") apply
in writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit,
then the Trustee shall, within five Business Days after the receipt of such
application, at its election, either:

           (i) afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 7.02(a); or

          (ii) inform such applicants as to the approximate number of Holders
     whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 7.02(a), and as to the

                                      -37-



     approximate cost of mailing to such Holders the form of proxy or other
     communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.02(b).

     Section 7.03 Reports by Trustee.

         (a) Within 60 days after ______ of each year commencing with the year
200_, the Trustee shall transmit by mail to all Holders of Securities as
provided in Section 313(c) of the Trust Indenture Act, a brief report dated as
of ______, if required by and in compliance with Section 313(a) of the Trust
Indenture Act. The Trustee shall also comply with Section 313(b) of the Trust
Indenture Act.

         (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange or inter-dealer
quotation system upon which any Securities are listed, with the Commission and
with the Company. The Company will notify the Trustee when any Securities are
listed on any stock exchange or inter-dealer quotation system.

     Section 7.04 Reports by Company.  The Company shall:

         (1) file with the Trustee, within 15 days after the Company is required
     to file the same with the Commission, copies of the annual reports and of
     the information, documents and other reports (or copies of such portions of
     any of the foregoing as the Commission may from time to time by rules and
     regulations prescribe) which the Company may be required to file with the
     Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
     if the Company is not required to file information, documents or reports
     pursuant to either of said Sections, then it shall file with the Trustee
     and the Commission, in accordance with rules and regulations prescribed
     from time to time by the Commission, such of the supplementary and periodic
     information, documents and reports which may be required pursuant to
     Section 13 of the Exchange Act in respect of a security listed and
     registered on a national securities exchange as may be prescribed from time
     to time in such rules and regulations;

         (2) file with the Trustee and the Commission, in accordance with rules
     and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants of this Indenture as may be
     required from time to time by such rules and regulations;

                                      -38-



         (3) transmit or cause to be transmitted by mail to all Holders, as
     their names and addresses appear in the Security Register, (a) as promptly
     as reasonably practicable following the furnishing of the same to its
     stockholders, the Company's annual report to stockholders, containing
     certified financial statements, and any other financial reports which the
     Company generally furnishes to its stockholders, and (b) within 30 days
     after the filing thereof with the Trustee, such summaries of any other
     information, documents and reports required to be filed by the Company
     pursuant to paragraphs (1) and (2) of this Section as may be required by
     rules and regulations prescribed from time to time by the Commission; and

         (4) furnish to the Trustee, on ___________ of each year, a brief
     certificate from the principal executive officer, principal financial
     officer or principal accounting officer as to his or her knowledge of the
     Company's compliance with all conditions and covenants under this
     Indenture. For purposes of this paragraph, such compliance shall be
     determined without regard to any period of grace or requirement of notice
     provided under this Indenture. Such certificate need not comply with
     Section 1.02.

                                    ARTICLE 8
                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

     Section 8.01 When Company May Merge, Etc. Except as may be otherwise
provided as contemplated by Section 3.01 relating to Securities of a series, the
Company shall not consolidate with, or merge with or into, any other Person
(whether or not the Company shall be the surviving corporation or entity), or
convey, transfer or lease all or substantially all of its properties and assets
as an entirety or substantially as an entirety to any Person or group of
affiliated Persons, in one transaction or a series of related transactions,
unless:

         (1) either the Company shall be the continuing Person or the Person (if
     other than the Company) formed by such consolidation or with which or into
     which the Company is merged or the Person (or group of affiliated Persons)
     to which all or substantially all the properties and assets of the Company
     as an entirety or substantially as an entirety are conveyed, transferred or
     leased shall be a corporation or other entity (group of affiliated
     corporations or entities) organized and existing under the laws of the
     United States of America or any State thereof or the District of Columbia
     and shall expressly assume, by an indenture supplemental hereto, executed
     and delivered to the Trustee, in form reasonably satisfactory to the
     Trustee, all the obligations of the Company under the Securities and this
     Indenture; and

         (2) immediately after giving effect to such transaction or series of
     related transactions, no Event of Default, and no Default, shall have
     occurred and be continuing.

     Notwithstanding the foregoing, the Company may (a) consolidate with, or
merge with or into, an Affiliate incorporated for the purpose incorporating the
Company in another jurisdiction and/or (b) convey, transfer or lease all or
substantially all of its properties and assets as an entirety or substantially
as an entirety to any Subsidiary or Subsidiaries, in one transaction or a series
of related transactions.

     Section 8.02 Opinion of Counsel. The Company shall deliver to the Trustee
prior to the proposed transaction(s) covered by Section 8.01 an Officers'
Certificate and an Opinion of Counsel stating that the transaction(s) and such
supplemental indenture comply with this Indenture and that all conditions
precedent to the consummation of the transaction(s) under this Indenture have
been met.

     Section 8.03 Successor Corporation Substituted. Upon any consolidation by
the Company with or merger by the Company into any other corporation or other
entity or any conveyance, transfer or lease all or substantially all of the
property and assets of the Company in accordance with Section 8.01, the
successor corporation or other entity formed by such consolidation or into which
the Company is merged or the successor corporation or entity or affiliated group
of corporations or entities to which such lease, sale, assignment or transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation or corporations or entity or entities had been named as
the Company herein, and thereafter, except in the case of a lease, the
predecessor corporation or corporations or entity or entities shall be relieved
of all obligations


                                      -39-



and covenants under this Indenture and the Securities and in the event of such
conveyance or transfer, except in the case of a lease, any such predecessor
corporation may be dissolved and liquidated.

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

     Section 9.01 Supplemental Indentures Without Consent of Holders. Without
notice to or the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form reasonably satisfactory to
the Trustee, for any of the following purposes:

         (1) to evidence the succession of another corporation to the Company
     and the assumption by any such successor of the covenants of the Company
     herein and in the Securities; or

         (2) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein conferred upon the
     Company; or

         (3) to add any additional Events of Default with respect to all or any
     series of Securities; or

         (4) to add or change any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons; or

         (5) to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

         (6) to secure the Securities; or

         (7) to establish the form or terms of Securities of any series as
     permitted by Sections 2.01 and 3.01; or

         (8) to evidence and provide for the acceptance of appointment hereunder
     by a successor Trustee with respect to the Securities of one or more series
     and to add to or change any of the provisions of this Indenture as shall be
     necessary to provide for or facilitate the administration of the trusts
     hereunder by more than one Trustee, pursuant to the requirements of Section
     6.11(b); or

         (9) to cure any ambiguity, defect or inconsistency or to correct or
     supplement any provision herein which may be inconsistent with any other
     provision herein; or

         (10) to make any change that does not materially adversely affect the
     interests of the Holders of Securities of any series then Outstanding; or

         (11) to add Guarantees with respect to any or all of the Securities; or

         (12) to provide for uncertificated Securities in addition to or in
     place of certificated Securities (provided that the uncertificated
     Securities are issued in registered form for purposes of Section 163(f) of
     the Internal Revenue Code or in a manner such that the uncertificated
     Securities are described in Section 163(f)(2)(B) of such Code).

     Upon request of the Company, accompanied by a Board Resolution authorizing
the execution of any such supplemental indenture, and upon receipt by the
Trustee of the documents described in (and subject to the last sentence of)
Section 9.03, the Trustee shall join with the Company in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture.

                                      -40-



     Section 9.02 Supplemental Indentures with Consent of Holders. With the
written consent of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture (with the Securities of each series voting as a class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee shall, subject to Section 9.03, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

         (1) change the Stated Maturity of the principal of, or premium, if any,
     or any installment of principal of or premium, if any, or interest on, any
     Security, or reduce the principal amount thereof or the rate of interest
     thereon or any premium payable upon the redemption, repurchase or repayment
     thereof, or change the manner in which the amount of any principal thereof
     or premium, if any, or interest thereon is determined, or reduce the amount
     of the principal of any Original Issue Discount Security that would be due
     and payable upon a declaration of acceleration of the Maturity thereof
     pursuant to Section 5.02, or change any Place of Payment where, or the coin
     or currency or currency unit in which, any Security or any premium or
     interest thereon is payable, or impair the right to institute suit for the
     enforcement of any such payment on or after the Stated Maturity thereof
     (or, in the case of redemption, on or after the Redemption Date);

         (2) reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver of compliance with certain provisions of this Indenture or
     Defaults or Events of Default hereunder and their consequences provided for
     in this Indenture; or

         (3) modify any of the provisions of this Section, Section 5.13 or
     Section 10.06, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; provided, however, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 10.06, or the
     deletion of this proviso, in accordance with the requirements of Sections
     6.11(b) and 9.01(8).

     A supplemental indenture which changes or eliminates any covenant or other
provisions of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     Section 9.03 Execution of Supplemental Indentures. The Trustee shall sign
any supplemental indenture authorized pursuant to this Article, subject to the
last sentence of this Section 9.03. In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 6.01) shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     Section 9.04 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

     Section 9.05 Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

     Section 9.06 Reference in Securities to

                                      -41-



Supplemental Indentures. Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series.

     Section 9.07 Subordination Unimpaired. This Indenture may not be amended to
alter the subordination of any of the Outstanding Securities without the written
consent of each holder of Senior Debt then outstanding that would be adversely
affected thereby.

                                   ARTICLE 10
                                   COVENANTS

     Section 10.01 Payments of Securities. With respect to each series of
Securities, the Company will duly and punctually pay the principal of (and
premium, if any) and interest on such Securities in accordance with their terms
and this Indenture, and will duly comply with all the other terms, agreements
and conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.

     Section 10.02 Maintenance of Office or Agency. The Company will maintain an
office or agency in each Place of Payment where Securities may be surrendered
for registration of transfer or exchange or for presentation for payment, where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in location, of such office or agency.
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 1.05 hereof.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

     Section 10.03 Compliance Certificates.

         (a) The Company shall deliver to the Trustee within 90 days after the
end of each fiscal year of the Company (which fiscal year currently ends on
February 28 (29)), an Officers' Certificate stating whether or not the signer
knows of any Default or Event of Default by the Company that occurred prior to
the end of the fiscal year and is then continuing. If the signer does know of
such a Default or Event of Default, the certificate shall describe each such
Default or Event of Default and its status and the specific section or sections
of this Indenture in connection with which such Default or Event of Default has
occurred. The Company shall also promptly notify the Trustee in writing should
the Company's fiscal year be changed so that the end thereof is on any date
other than the date on which the Company's fiscal year currently ends. The
certificate need not comply with Section 1.02 hereof, but shall comply with
Section 314(a)(4) of the Trust Indenture Act.

         (b) The Company shall deliver to the Trustee, within 10 days after the
occurrence thereof, notice of any acceleration which with the giving of notice
and the lapse of time would be an Event of Default within the meaning of Section
5.01(5) hereof.

         (c) The Company shall deliver to the Trustee forthwith upon becoming
aware of a Default or Event of Default (but in no event later than 10 days after
the occurrence of each Default or Event of Default that is continuing), an
Officers' Certificate setting forth the details of such Default or Event of
Default and the action that the Company proposes to take with respect thereto
and the specific section or sections of this Indenture in connection with which
such Default or Event of Default has occurred.

                                      -42-



     Section 10.04 Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim, and will actively
resist any and all efforts to be compelled to take the benefit or advantage of,
any stay or extension law or any usury law or other law, which would prohibit or
forgive the Company from paying all or any portion of the principal of and/or
interest on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

     Section 10.05 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure to so act.

     The Company will cause each Paying Agent for any series of Securities
(other than the Trustee) to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

         (1) hold all sums held by it for the payment of the principal of (and
     premium, if any) or interest on Securities of that series in trust for the
     benefit of the Persons entitled thereto until such sums shall be paid to
     such Persons or otherwise disposed of as herein provided;

         (2) give the Trustee notice of any default by the Company (or any other
     obligor upon the Securities of that series) in the making of any payment of
     principal (and premium, if any) or interest on the Securities of that
     series; and

         (3) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Security of any series and remaining unclaimed for one year
after such principal (and premium, if any) or interest has become due and
payable shall, subject to any applicable escheat laws, be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee of such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in New York, New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall

                                      -43-



not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

     Section 10.06 Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Article 8, Article 10 (other than Sections __ or __) or any covenant specified
as contemplated under Section 3.01 with respect to the Securities of any series
if before the time for such compliance the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

     Section 11.01 Applicability of Article. Securities of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.01
for Securities of any series) in accordance with this Article.

     Section 11.02 Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution. In
case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 30 and not more than 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

     Section 11.03 Selection by Trustee of Securities to Be Redeemed. If less
than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected prior to the giving of the
applicable notice of redemption to Holders by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal national
securities exchange, if any, on which such Securities are listed, and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series;
provided that in case the Securities of such series have different terms and
maturities, the Securities to be redeemed shall be selected by the Company and
the Company shall give notice thereof to the Trustee.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of the Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

     Section 11.04 Notice of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 45 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
his address appearing in the Security Register.

     All notices of redemption shall state:

          (1) the Redemption Date;

                                      -44-



          (2) the Redemption Price;

          (3) if less than all the Outstanding Securities of any series are to
     be redeemed, the identification (and, in the case of partial redemption,
     the principal amounts) of the particular Securities to be redeemed;

          (4) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed and, if applicable, that
     interest thereon will cease to accrue on and after said date;

          (5) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price;

          (6) that the redemption is for a sinking fund, if such is the case;
     and

          (7) the CUSIP number, if any, of the Securities to be redeemed.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

     Section 11.05 Deposit of Redemption Price. On or prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.05) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

     Unless any Security by its terms prohibits any sinking fund payment
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

     Section 11.06 Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular or Special Record Dates according to their
terms and the provisions of Section 3.07.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

     Section 11.07 Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at an office or agency of the Company
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Stated Maturity, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                      -45-



                                   ARTICLE 12
                                  SINKING FUNDS

     Section 12.01 Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "MANDATORY SINKING FUND
PAYMENT," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "OPTIONAL SINKING
FUND PAYMENT." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

     Section 12.02 Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Securities of a series (other than any Securities
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     Section 12.03 Redemption of Securities for Sinking Fund. Not less than 45
days (or such shorter period reasonably acceptable to the Trustee) prior to each
sinking fund payment date for any series of Securities, the Company will deliver
to the Trustee an Officers' Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 12.02 and will also
deliver to the Trustee any Securities to be so delivered (which have not been
previously delivered). Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.06 and 11.07.

                                   ARTICLE 13
                       DEFEASANCE AND COVENANT DEFEASANCE

     Section 13.01 Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. Unless as otherwise specified as contemplated
by Section 3.01 for Securities of such series, provision is made for the
inapplicability of, in whole or in part, or any modification to, either or both
of (a) defeasance of the Securities of a series under Section 13.02 or (b)
covenant defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article, shall be applicable to the Securities of such
series and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of such series elect to have either Section 13.02
(unless inapplicable) or Section 13.03 (unless inapplicable) be applied to the
Outstanding Securities of such series upon compliance with the applicable
conditions set forth below in this Article.

     Section 13.02 Defeasance and Discharge. Upon the Company's exercise of the
option provided in Section 13.01 to defease the Outstanding Securities of a
particular series, the Company shall be discharged from its obligations with
respect to the Outstanding Securities of such series on the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "DEFEASANCE").
Defeasance shall mean that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided, however, that the following rights,
obligations, powers, trusts, duties and immunities shall survive until otherwise
terminated or discharged


                                      -46-



hereunder: (A) the rights of Holders of Outstanding Securities of such series to
receive, solely from the trust fund provided for in Section 13.04, payments in
respect of the principal of (and premium, if any) and interest on such
Securities when such payments are due, (B) the Company's obligations with
respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.05, (C)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
(D) this Article. Subject to compliance with this Article, the Company may
exercise its option with respect to defeasance under this Section 13.02
notwithstanding the prior exercise of its option with respect to covenant
defeasance under Section 13.03 in regard to the Securities of such series.

     Section 13.03 Covenant Defeasance. Upon the Company's exercise of the
option provided in Section 13.01 to obtain a covenant defeasance with respect to
the Outstanding Securities of a particular series, the Company shall be released
from its obligations under this Indenture and any applicable supplemental
indenture (except its obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09,
6.10, 10.01, 10.02, 10.03, 10.04 and 10.05) with respect to the Outstanding
Securities of such series on and after the date the applicable conditions set
forth in Section 13.04 are satisfied (hereinafter, "COVENANT DEFEASANCE").
Covenant defeasance shall mean that, with respect to the Outstanding Securities
of such series, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in this Indenture and
any applicable supplemental indenture (except its obligations under Sections
3.04, 3.05, 3.06, 5.06, 5.09, 6.10, 10.01, 10.02, 10.03, 10.04 and 10.05),
whether directly or indirectly by reason of any reference elsewhere herein or by
reason of any reference to any other provision herein or in any other document,
and such omission to comply shall not constitute an Event of Default under
Section 5.01(4) or any such supplemental indenture with respect to Outstanding
Securities of such series, and the remainder of this Indenture and of the
Securities of such series shall be unaffected thereby.

     Section 13.04 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to defeasance under Section 13.02 and covenant
defeasance under Section 13.03 with respect to the Outstanding Securities of a
particular series:

         (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 6.09 who shall agree to comply with the provisions of this
     Article applicable to it), under the terms of an irrevocable trust
     agreement in form and substance reasonably satisfactory to such Trustee, as
     trust funds in trust for the purpose of making the following payments,
     specifically pledged as security for, and dedicated solely to, the benefit
     of the Holders of such Securities, (A) money in an amount, or (B) U.S.
     Government Obligations which through the scheduled payment of principal and
     interest in respect thereof in accordance with their terms will provide,
     not later than the due date of any payment, money in an amount, or (C) a
     combination thereof, in each case sufficient, after payment of all federal,
     state and local taxes or other charges or assessments in respect thereof
     payable by the Trustee, in the opinion of a nationally recognized firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee, to pay and discharge, and which shall be applied
     by the Trustee (or other qualifying trustee) to pay and discharge, (i) the
     principal of (and premium, if any, on) and each installment of principal of
     (and premium, if any) and interest on the Outstanding Securities of such
     series on the Stated Maturity of such principal or installment of principal
     or interest and (ii) any mandatory sinking fund payments or analogous
     payments applicable to the Outstanding Securities of such series on the day
     on which such payments are due and payable in accordance with the terms of
     this Indenture and of such Securities.

         (2) No Default or Event of Default with respect to the Securities of
     such series shall have occurred and be continuing on the date of such
     deposit or shall occur as a result of such deposit.

         (3) Such deposit, defeasance or covenant defeasance shall not result in
     a breach or violation of, or constitute a default under, any other material
     debt agreement or instrument to which the Company is a party or by which it
     is bound.

         (4) In the case of an election with respect to Section 13.02, the
     Company shall have delivered to the Trustee either (a) a ruling directed to
     the Trustee received from the Internal Revenue Service to the effect that
     the Holders of the Outstanding Securities of such series will not recognize
     income, gain or loss for federal income tax purposes as a result of such
     defeasance and will be subject to federal income tax on the same amounts,
     in the same manner


                                      -47-



     and at the same times as would have been the case if such defeasance had
     not occurred or (B) an Opinion of Counsel, based on such ruling or on a
     change in the applicable federal income tax law since the date of this
     Indenture, in either case to the effect that, and based thereon such
     opinion shall confirm that, the Holders of the Outstanding Securities of
     such series will not recognize income, gain or loss for federal income tax
     purposes as a result of such defeasance and will be subject to federal
     income tax on the same amounts, in the same manner and at the same times as
     would have been the case if such defeasance had not occurred.

         (5) the case of an election with respect to Section 13.03, the Company
     shall have delivered to the Trustee an Opinion of Counsel or a ruling
     directed to the Trustee received from the Internal Revenue Service to the
     effect that the Holders of the Outstanding Securities of such series will
     not recognize income, gain or loss for federal income tax purposes as a
     result of such covenant defeasance and will be subject to federal income
     tax on the same amounts, in the same manner and at the same times as would
     have been the case if such covenant defeasance had not occurred.

         (6) Such defeasance or covenant defeasance shall be effected in
     compliance with any additional terms, conditions or limitations which may
     be imposed on the Company in connection therewith pursuant to Section 3.01.

         (7) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section
     13.02 or the covenant defeasance under Section 13.03 (as the case may be)
     have been complied with.

     Section 13.05 Deposited Money and Government Obligations To Be Held in
Trust. Subject to the provisions of the last paragraph of Section 10.05, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 13.05, the "Trustee") pursuant to Section 13.04 in respect of the
Outstanding Securities of a particular series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received in
respect thereof, other than any such tax, fee or other charge which by law is
for the account of the Holders of the Outstanding Securities of such series.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 13.04 with respect
to Securities of any series which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited for the purpose for which such money or
Government Obligations were deposited.

     Section 13.06 Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money or U.S. Government Obligations, as the case may be, in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money or U.S. Government Obligations, as the case may be, held in trust
pursuant to Section 13.05 with respect to such Securities in accordance with
this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations, as the case may be, so held in trust.


                                      -48-


                                   ARTICLE 14
                                  SUBORDINATION

     Section 14.01 Securities Subordinated to Senior Debt. Except as otherwise
specified or contemplated by Section 3.01 or the other provisions of this
Agreement, the Company covenants and agrees, and each holder of a Security, by
his acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article, the payment of the
principal of and premium, if any, and interest on each and all of the Securities
are hereby expressly made subordinate and subject in right of payment to the
prior payment in full of all Senior Debt. The terms of this Article 14 may be
modified or amended for any series of Securities as contemplated by Section
3.01.

     Section 14.02 Payment over of Proceeds upon Dissolution, Etc. In the event
of (a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relative to the Company or to its creditors or to its assets, or (b)
any liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (c) any assignment for the benefit of creditors or any other marshalling of
assets and liabilities of the Company, then and in any such event specified in
(a), (b) or (c) above (each such event, if any, a "PROCEEDING") the holders of
Senior Debt shall be entitled to receive payment in full of all amounts due or
to become due on or in respect of all Senior Debt, or provision shall be made
for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, before the holders of the Securities
are entitled to receive any payment or distribution of any kind or character,
whether in cash, property or securities, on account of principal of or premium,
if any, or interest on the Securities or on account of any purchase or other
acquisition of Securities by the Company, or any Subsidiary of the Company (all
such payments, distributions, purchases and acquisitions herein referred to,
individually and collectively, as a "SECURITIES PAYMENT"), and to that end the
holders of all Senior Debt shall be entitled to receive, for application to the
payment thereof, any Securities Payment which may be payable or deliverable in
respect of the Securities in any such Proceeding.

     In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the holder of any Security shall have received any
Securities Payment before all Senior Debt is paid in full or payment thereof
provided for in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt, and if such fact shall, at or prior to the time
of such Securities Payment, have been made known to the Trustee or, as the case
may be, such holder, then and in such event such Securities Payment shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Company for application to the payment of all
Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

     For purposes of this Article only, the words "any payment or distribution
of any kind or character, whether in cash, property or securities" shall not be
deemed to include a payment or distribution of stock or securities of the
Company provided for by a plan of reorganization or readjustment authorized by
an order or decree of a court of competent jurisdiction in a reorganization
proceeding under any applicable bankruptcy law or of any other corporation
provided for by such plan of reorganization or readjustment which stock or
securities are subordinated in right of payment to all then outstanding Senior
Debt to substantially the same extent as the Securities are so subordinated as
provided in this Article. The consolidation of the Company with, or the merger
of the Company into, another Person or the liquidation or dissolution of the
Company following the conveyance, transfer, sale or lease of all or
substantially all of its properties and assets to another Person upon the terms
and conditions set forth in Article 8 shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance,
transfer, sale or lease such properties and assets, as the case may be, shall,
as a part of such consolidation, merger, conveyance, transfer, sale or lease
comply with the conditions set forth in Article 8.

     Section 14.03 No Payment When Senior Debt in Default. In the event that any
series of Securities are declared due and payable before their maturity, then
and in such event the holders of the Senior Debt outstanding at the time such
series of Securities so become due and payable shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Debt, or provision shall be made for such payment in cash or cash
equivalents

                                      -49-



or otherwise in a manner satisfactory to the holders of such Senior
Debt, before the holders of the Securities of such series are entitled to
receive any Securities Payment.

     In the event and during the continuation of any default in the payment of
principal or of premium, if any, or interest on any Senior Debt beyond any
applicable grace period with respect thereto, or in the event that any event of
default with respect to any Senior Debt shall have occurred and be continuing
permitting the holders of such Senior Debt (or a trustee, or other
representative on behalf of the holders thereof) to declare such Senior Debt due
and payable prior to the date on which it would otherwise have become due and
payable, unless and until such event of default shall have been cured or waived
or shall have ceased to exist and any such acceleration shall have been
rescinded or annulled, or in the event any judicial proceeding shall be pending
with respect to any such default in payment or event of default, then no
Securities Payment shall be made.

     In the event that, notwithstanding the foregoing, the Company shall make
any Securities Payment to the Trustee or any holder prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of
such Securities Payment, have been made known to the Trustee or, as the case may
be, such holder, then and in such event such Securities Payment shall be paid
over and delivered forthwith to the Company.

     The provisions of this Section shall not apply to any Securities Payment
with respect to which Section 14.02 would be applicable.

     Section 14.04 Payment Permitted If No Default. Nothing contained in this
Article or elsewhere in this Indenture or in any of the Securities shall prevent
(a) the Company, at any time except during the pendency of any Proceeding
referred to in Section 14.02 or under the conditions described in Section 14.03,
from making Securities Payments, or (b) the application by the Trustee of any
money deposited with it hereunder to Securities Payments or the retention of
such Securities Payment by the holders, if at the time of such application by
the Trustee, it did not have actual knowledge that such Securities Payment would
have been prohibited by the provisions of this Article.

     Section 14.05 Subrogation to Rights of Holders of Senior Debt. Subject to
the payment in full of all amounts due or to become due on or in respect of
Senior Debt, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, the holders of
the Securities shall be subrogated to the rights of the holders of such Senior
Debt to receive payments and distributions of cash, property and securities
applicable to the Senior Debt until the principal of and premium, if any, and
interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
any cash, property or securities to which the holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Debt by holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Debt and the holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior Debt.

     Section 14.06 Provisions Solely to Define Relative Rights. The provisions
of this Article are and are intended solely for the purpose of defining the
relative rights of the holders on the one hand and the holders of Senior Debt on
the other hand. Nothing contained in this Article or elsewhere in this Indenture
or in the Securities is intended to or shall (a) impair, as among the Company,
its creditors other than holders of Senior Debt and the holders of the
Securities, the obligation of the Company, which is absolute and unconditional
(and which, subject to the rights under this Article of the holders of Senior
Debt, is intended to rank equally with all other general obligations of the
Company), to pay to the holders of the Securities the principal of and premium,
if any, and interest on the Securities as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against the Company of the holders of the Securities and creditors of the
Company other than the holders of Senior Debt; or (c) prevent the Trustee or the
holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Debt to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such holder.

     Section 14.07 Trustee to Effectuate Subordination. Each holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

                                      -50-



     Section 14.08 No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the holders of the Securities, without
incurring responsibility to the holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any Person liable in any manner
for the collection of Senior Debt; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.

     Section 14.09 Notice to Trustee. The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof from the Company or a holder of
Senior Debt or from any trustee therefor or representative thereof; and, prior
to the receipt of any such written notice, the Trustee shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
one full Business Day prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment
of the principal of and premium, if any, or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within one full Business Day
prior to such date.

     Subject to the provisions of Section 6.01, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Debt (or a trustee therefor or representative thereof)
to establish that such notice has been given by a holder of Senior Debt (or a
trustee therefor or representative thereof). In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Debt to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Debt held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the rights of such Person to receive such payment.

     Section 14.10 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 6.01, and the
holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior Debt and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

     Section 14.11 Trustee Not Fiduciary for Holders of Senior Debt. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and
shall not be liable to any such holders if it shall in good faith mistakenly pay
over or distribute to holders of Securities or to the Company or to any other
Person cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise. The Trustee shall not be


                                      -51-



charged with knowledge of the existence of Senior Debt or of any facts that
would prohibit any payment hereunder unless a Responsible Officer of the Trustee
shall have received notice to that effect at the address of the Trustee set
forth in Section 1.05. With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Article and no implied covenants or
obligations with respect to holders of Senior Debt shall be read into this
Indenture against the Trustee.

     Section 14.12 Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee's Rights. The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Debt which
may at any time be held by it, to the same extent as any other holder of Senior
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

     Section 14.13 Article Applicable to Paying Agents. In case at any time any
paying agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "TRUSTEE" as used in this Article shall in
such case (unless the context otherwise requires) be construed as extending to
and including such paying agent within its meaning as fully for all intents and
purposes as if such paying agent were named in this Article in addition to or in
place of the Trustee; provided, however, that Sections 14.09 and 14.12 shall not
apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.

                                   ARTICLE 15
                                   GUARANTEES

     Section 15.01 Guarantee. Any series of Securities may be guaranteed by one
or more of the Guarantors. The terms and the form of any such Guarantee will be
established in the manner contemplated by Section 3.01 for that particular
series of Securities.

                                      -52-



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                       RADIO ONE, INC.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

Attest:


- --------------------------------------
Name:
Title:

                                       WILMINGTON TRUST COMPANY,
                                         as Trustee

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

Attest:


- --------------------------------------
Name:
Title:

                                       [GUARANTOR]



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

Attest:


- --------------------------------------
Name:
Title:



                                      -53-

EX-4.21

                                                                    EXHIBIT 4.21

                           RADIO ONE, INC., AS ISSUER

                                       AND

                      WILMINGTON TRUST COMPANY, AS TRUSTEE


                                    INDENTURE

                     DATED AS OF ____________ ____, ________


                         JUNIOR SUBORDINATED DEBENTURES



                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----
                                                                                                             
ARTICLE 1
   DEFINITIONS AND INCORPORATION BY REFERENCE .............................................................      1
   SECTION 1.01  DEFINITIONS ..............................................................................      1
   SECTION 1.02  OTHER DEFINITIONS ........................................................................      5
   SECTION 1.03  INCORPORATION BY REFERENCE OF TIA ........................................................      5
   SECTION 1.04  RULES OF CONSTRUCTION ....................................................................      6
   SECTION 1.05  ACTS OF HOLDERS AND HOLDERS OF PREFERRED SECURITIES ......................................      6

ARTICLE 2
   THE DEBENTURES .........................................................................................      7
   SECTION 2.01  AMOUNT UNLIMITED; ISSUABLE IN SERIES .....................................................      7
   SECTION 2.02  PAYMENT OF PRINCIPAL AND INTEREST ........................................................      9
   SECTION 2.03  EXECUTION, AUTHENTICATION AND DELIVERY ...................................................     10
   SECTION 2.04  REGISTRAR AND PAYING AND CONVERSION AGENTS ...............................................     11
   SECTION 2.05  PAYING AGENT TO HOLD MONEY IN TRUST ......................................................     12
   SECTION 2.06  DEBENTUREHOLDER LISTS ....................................................................     12
   SECTION 2.07  TRANSFER AND EXCHANGE ....................................................................     12
   SECTION 2.08  REPLACEMENT DEBENTURES ...................................................................     13
   SECTION 2.09  OUTSTANDING DEBENTURES; DETERMINATIONS OF HOLDERS' ACTION ................................     13
   SECTION 2.10  TEMPORARY DEBENTURES .....................................................................     14
   SECTION 2.11  BOOK-ENTRY SYSTEM ........................................................................     14
   SECTION 2.12  CANCELLATION .............................................................................     15
   SECTION 2.13  CUSIP NUMBERS ............................................................................     15

ARTICLE 3
   REDEMPTION .............................................................................................     16
   SECTION 3.01  REDEMPTION; NOTICE TO TRUSTEE ............................................................     16
   SECTION 3.02  SELECTION OF DEBENTURES TO BE REDEEMED ...................................................     16
   SECTION 3.03  NOTICE OF REDEMPTION .....................................................................     16
   SECTION 3.04  EFFECT OF NOTICE OF REDEMPTION ...........................................................     17
   SECTION 3.05  DEPOSIT OF REDEMPTION PRICE ..............................................................     17
   SECTION 3.06  DEBENTURES REDEEMED IN PART ..............................................................     17

ARTICLE 4
   COVENANTS ..............................................................................................     17
   SECTION 4.01  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST ...............................................     17
   SECTION 4.02  PROHIBITION AGAINST DIVIDENDS, ETC. ......................................................     18
   SECTION 4.03  SEC REPORTS ..............................................................................     18
   SECTION 4.04  COMPLIANCE CERTIFICATES ..................................................................     19
   SECTION 4.05  FURTHER INSTRUMENTS AND ACTS .............................................................     19
   SECTION 4.06  PAYMENT OF EXPENSES OF EACH TRUST ........................................................     19
   SECTION 4.07  OWNERSHIP OF COMMON SECURITIES ...........................................................     19
   SECTION 4.08  STATEMENT BY OFFICERS AS TO DEFAULT ......................................................     20

ARTICLE 5
   SUCCESSOR CORPORATION ..................................................................................     20
   SECTION 5.01  WHEN THE COMPANY MAY MERGE, ETC...........................................................     20


                                       -i-



                                                                                                            
ARTICLE 6
   DEFAULTS AND REMEDIES ..................................................................................     20
   SECTION 6.01 EVENTS OF DEFAULT .........................................................................     20
   SECTION 6.02 ACCELERATION ..............................................................................     22
   SECTION 6.03 OTHER REMEDIES ............................................................................     22
   SECTION 6.04 WAIVER OF PAST DEFAULTS ...................................................................     22
   SECTION 6.05 CONTROL BY HOLDERS ........................................................................     23
   SECTION 6.06 LIMITATION ON SUITS .......................................................................     23
   SECTION 6.07 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST .................     23
   SECTION 6.08 DIRECT ACTION RIGHT OF HOLDERS OF TRUST PREFERRED SECURITIES ..............................     24
   SECTION 6.09 COLLECTION SUITS BY THE TRUSTEE ...........................................................     24
   SECTION 6.10 TRUSTEE MAY FILE PROOFS OF CLAIM ..........................................................     25
   SECTION 6.11 PRIORITIES ................................................................................     25
   SECTION 6.12 UNDERTAKING FOR COSTS .....................................................................     25

ARTICLE 7
   THE TRUSTEE ............................................................................................     25
   SECTION 7.01 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE ................................................     26
   SECTION 7.02 RIGHTS OF THE TRUSTEE .....................................................................     26
   SECTION 7.03 NOT RESPONSIBLE FOR RECITALS OR ISSUANCES OF DEBENTURES ...................................     27
   SECTION 7.04 MAY HOLD SECURITIES .......................................................................     27
   SECTION 7.05 NOTICE OF DEFAULTS ........................................................................     27
   SECTION 7.06 REPORTS BY TRUSTEE TO HOLDERS .............................................................     28
   SECTION 7.07 COMPENSATION AND INDEMNITY ................................................................     28
   SECTION 7.08 ELIGIBILITY; DISQUALIFICATION .............................................................     28
   SECTION 7.09 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR .........................................     29
   SECTION 7.10 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR ....................................................     30
   SECTION 7.11 SUCCESSOR TRUSTEE BY MERGER ...............................................................     31

ARTICLE 8
   SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS ..............................................     31
   SECTION 8.01 SATISFACTION AND DISCHARGE OF INDENTURE ...................................................     31
   SECTION 8.02 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF DEBENTURES .......................     32
   SECTION 8.03 REPAYMENT OF MONEYS HELD BY PAYING AGENT ..................................................     32
   SECTION 8.04  RETURN OF MONEYS HELD BY THE TRUSTEE AND PAYING AGENT UNCLAIMED FOR TWO YEARS ............     32

ARTICLE 9
   SUPPLEMENTAL INDENTURES ................................................................................     32
   SECTION 9.01  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS .......................................     32
   SECTION 9.02  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS ..........................................     33
   SECTION 9.03  COMPLIANCE WITH TRUST INDENTURE ACT ......................................................     34
   SECTION 9.04  REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS ...................................     34
   SECTION 9.05  NOTATION ON OR EXCHANGE OF DEBENTURES ....................................................     35
   SECTION 9.06  EXECUTION OF SUPPLEMENTAL INDENTURES .....................................................     35
   SECTION 9.07  EFFECT OF SUPPLEMENTAL INDENTURES ........................................................     35

ARTICLE 10
   SUBORDINATION ..........................................................................................     35
   SECTION 10.01 DEBENTURES SUBORDINATED TO SENIOR INDEBTEDNESS ...........................................     35
   SECTION 10.02 PRIORITY AND PAYMENT OF PROCEEDS IN CERTAIN EVENTS: REMEDIES STANDSTILL ..................     35



                                       ii



                                                                                               
   SECTION 10.03 PAYMENTS WHICH MAY BE MADE PRIOR TO NOTICE ........................................  36
   SECTION 10.04 RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT TO BE IMPAIRED .......................  36
   SECTION 10.05 TRUSTEE MAY TAKE ACTION TO EFFECTUATE SUBORDINATION ...............................  37
   SECTION 10.06 SUBROGATION .......................................................................  37
   SECTION 10.07 OBLIGATIONS OF COMPANY UNCONDITIONAL; REINSTATEMENT ...............................  37
   SECTION 10.08 TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF NOTICE............  37
   SECTION 10.09 RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS ......................................  38
   SECTION 10.10 NOTICE TO TRUSTEE .................................................................  38
   SECTION 10.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT ....................  39
   SECTION 10.12 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS ..........................  39

ARTICLE 11
   SINKING FUNDS ...................................................................................  39
   SECTION 11.01 APPLICABILITY OF ARTICLE ..........................................................  39
   SECTION 11.02 SATISFACTION OF SINKING FUND PAYMENTS WITH DEBENTURES .............................  39
   SECTION 11.03 REDEMPTION OF DEBENTURES FOR SINKING FUND .........................................  40

ARTICLE 12
   MEETINGS OF DEBENTUREHOLDERS ....................................................................  40
   SECTION 12.01 PURPOSES FOR WHICH MEETINGS MAY BE CALLED .........................................  40
   SECTION 12.02 CALL, NOTICE AND PLACE OF MEETINGS ................................................  40
   SECTION 12.03 PERSONS ENTITLED TO VOTE AT MEETINGS ..............................................  41
   SECTION 12.04 QUORUM; ACTION ....................................................................  41
   SECTION 12.05 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS ...............  41
   SECTION 12.06 COUNTING VOTES AND RECORDING ACTION OF MEETINGS ...................................  42

ARTICLE 13
   MISCELLANEOUS ...................................................................................  42
   SECTION 13.01 TRUST INDENTURE ACT CONTROLS ......................................................  42
   SECTION 13.02 NOTICES ...........................................................................  42
   SECTION 13.03 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS .......................................  43
   SECTION 13.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT ................................  44
   SECTION 13.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION .....................................  44
   SECTION 13.06 SEVERABILITY CLAUSE ...............................................................  44
   SECTION 13.07 RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR ......................................  44
   SECTION 13.08 LEGAL HOLIDAYS ....................................................................  44
   SECTION 13.09 GOVERNING LAW .....................................................................  44
   SECTION 13.10 NO RECOURSE AGAINST OTHERS ........................................................  45
   SECTION 13.11 SUCCESSORS AND ASSIGNS ............................................................  45
   SECTION 13.12 COUNTERPARTS ......................................................................  45
   SECTION 13.13 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS .....................................  45
   SECTION 13.14 TABLE OF CONTENTS, HEADINGS, ETC. .................................................  45
   SECTION 13.15 HOLDERS OF PREFERRED SECURITIES AS THIRD PARTY BENEFICIARIES ......................  45
   SECTION 13.16 BENEFITS OF THE INDENTURE .........................................................  45



                                       iii



                            Radio One, Inc. Indenture


                 Certain Sections of this Indenture relating to
                         Sections 310 through 318 of the

                           Trust Indenture Act of 1939




                                                         Indenture
               Trust Indenture Act Section                Section
           -----------------------------------       ------------------
           (S)310(a)(1) ..........................       2.03; 7.08
           (S)310(a)(2) ..........................       2.03; 7.08
           (S)310(a)(3) ..........................     Not Applicable
           (S)310(a)(4) ..........................     Not Applicable
           (S)310(a)(5) ..........................     Not Applicable
           (S)310(b) .............................       7.08; 7.09
           (S)310(c) .............................     Not Applicable
           (S)311(a) .............................     Not Applicable
           (S)311(b) .............................     Not Applicable
           (S)311(c) .............................     Not Applicable
           (S)312(a) .............................          2.06
           (S)312(b)(1) ..........................         13.03
           (S)312(b)(2) ..........................         13.03
           (S)313(a) .............................          7.06
           (S)313(b)(1) ..........................     Not Applicable
           (S)313(b)(2) ..........................     Not Applicable
           (S)313(c) .............................          7.06
           (S)313(d) .............................          7.06
           (S)314(a) .............................       4.03; 4.04
           (S)314(b) .............................     Not Applicable
           (S)314(c)(1) ..........................   2.03; 13.04; 13.05
           (S)314(c)(2) ..........................   2.03; 13.04; 13.05
           (S)314(c)(3) ..........................     Not Applicable
           (S)314(d) .............................     Not Applicable
           (S)314(e) .............................         13.05
           (S)315(a) .............................     7.01(b); 7.02
           (S)315(b) .............................   7.02; 7.04; 13.02
           (S)315(c) .............................     7.01(a); 7.02
           (S)315(d) .............................     7.01(c); 7.02
           (S)315(e) .............................          6.12
           (S)316(a)(1)(A) .......................          6.05
           (S)316(a)(1)(B) .......................       6.02; 6.04
           (S)316(a)(2) ..........................     Not Applicable
           (S)316(a)(last sentence) ..............          2.09
           (S)316(b) .............................          6.07
           (S)316(c) .............................          1.05
           (S)317(a)(1) ..........................          6.09
           (S)317(a)(2) ..........................          6.10
           (S)317(b) .............................          2.05
           (S)318(a) .............................         13.01
           (S)318(b) .............................     Not Applicable
           (S)318(c) .............................         13.01

Note: This recondiliation and tie sheet shall not, for any purpose, be deemed to
                          be a part of the Indenture.

                                       iv



     INDENTURE, dated as of _____________, ____, by and between Radio One, Inc.,
a corporation duly organized and existing under the laws of the State of
Delaware, or any permitted successor thereto (the "Company"), and Wilmington
Trust Company, a Delaware banking corporation, as trustee (the "Trustee").

     WHEREAS, the Company may from time to time create or establish one or more
statutory business trusts for the purpose of issuing undivided beneficial
interests in the assets thereof (the "Trust Securities") and using the proceeds
thereof to acquire the Company's Debentures (as hereinafter defined).

     WHEREAS, all things necessary to make the Debentures, when duly issued and
executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid and binding
agreement of the Company, enforceable in accordance with its terms, have been
done.

     NOW THEREFORE:

     Each of the Company and the Trustee, intending to be legally bound hereby,
agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders (as hereinafter defined) of the securities issued
hereunder:

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01 DEFINITIONS

     "Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. When used with respect to any Person,
"control" means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

     "Board of Directors" means either the Board of Directors of the Company or
the Executive Committee of such Board or any other committee of such Board duly
authorized to act generally or in any particular respect for the Company
hereunder.

     "Board Resolution" means (i) a copy of a resolution certified by the
Secretary or the Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification and delivered to the Trustee, (ii) a copy of a unanimous written
consent of the Board of Directors or (iii) a certificate signed by the
authorized officer or officers to whom the Board of Directors has delegated its
authority, and in each case, delivered to the Trustee.

     "Business Day" means any day that is not a Saturday, a Sunday or a day on
which banking institutions and trust companies in The City of New York or
Wilmington, Delaware are authorized or required by law, regulation or executive
order to close.

     "Capital Lease Obligations" of a Person means any obligation which is
required to be classified and accounted for as a capital lease on the face of a
balance sheet of such Person prepared in accordance with GAAP.

     "Capital Stock" means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated) corporate stock or similar interests in other types of
entities.

     "Common Stock" means the Class A or Class D common stock, par value $0.001
per share, of the Company, unless the context otherwise requires.

     "Company Order" means a written request or order signed in the name of the
Company by an Officer of the Company and delivered to the Trustee.



     "Debentureholder" or "Holder" means a Person in whose name a Debenture is
registered on the Registrar's books.

     "Debentures" shall mean any of the junior subordinated debentures of any
series issued, authenticated and delivered under this Indenture.

     "Default" means any event which is, or after notice or passage of time, or
both, would be, an Event of Default pursuant to Section 6.01.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Extension Period," with respect to any series of Debentures, means any
period during which the Company elects to extend the interest payment period on
such series of Debentures pursuant to Section 4.01(b); provided that an
Extension Period (or any extension thereof) must end on an Interest Payment Date
for such Debentures and may not extend beyond the Stated Maturity Date or the
Redemption Date of any Debenture of such series.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board.

     "Guarantee" means each guarantee agreement executed by the Company with
respect to the Preferred Securities issued by any Trust pursuant to which the
Company irrevocably and unconditionally agrees to pay the guarantee payments
under any such guarantee agreement to the holders of such Preferred Securities.

     "Indebtedness" means, without duplication, (i) every obligation of the
Company for money borrowed; (ii) every obligation of the Company evidenced by
bonds, debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or businesses;
(iii) every reimbursement obligation of the Company with respect to letters of
credit, banker's acceptances or similar facilities issued for the account of the
Company; (iv) every obligation of the Company issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (v) every
Capital Lease Obligation of the Company; (vi) all indebtedness of the Company,
whether incurred on or prior to the date of this Indenture or thereafter
incurred, for claims in respect of derivative products, including interest rate,
foreign exchange rate and commodity forward contracts, options and swaps and
similar arrangements; (vii) letters of credit, performance bonds and similar
obligations issued in favor of governmental authorities as a term of a
governmental franchise, license, permit or authorization held by the Company or
any of its affiliates; (viii) every obligation of the type referred to in
clauses (i) through (vii) of another Person and all dividends of another Person
the payment of which, in either case, the Company has guaranteed or is
responsible or liable for, directly or indirectly, as obligor or otherwise; and
(ix) obligations of the type referred to in clauses (i) through (viii) of
another Person secured by any lien on any property or asset of the Company
(whether or not such obligation is assumed by the Company); and all deferrals,
renewals, extensions and refundings of, and amendments, modifications and
supplements to, any of the foregoing obligations.

     "Indebtedness Ranking on a Parity with the Debentures" means (i)
Indebtedness, whether outstanding on the date of execution of this Indenture or
thereafter created, assumed or incurred, to the extent such Indebtedness
specifically by its terms ranks pari passu with and not prior to the Debentures
in the right of payment upon the happening of the dissolution, winding-up,
liquidation or reorganization of the Company and (ii) all other debt securities,
and guarantees in respect of those debt securities, issued to any other trust,
or a trustee of such trust, partnership or other entity affiliated with the
Company that is a financing vehicle of the Company (a "financing entity") in
connection with the issuance by such financing entity of equity securities or
other securities guaranteed by the Company pursuant to an instrument that ranks
pari passu with or junior in right of payment to the Guarantees. The securing of
any Indebtedness otherwise constituting Indebtedness Ranking on a Parity with
the Debentures shall not be deemed to prevent such Indebtedness from
constituting Indebtedness Ranking on a Parity with the Debentures.

     "Indebtedness Ranking Junior to the Debentures" means any Indebtedness,
whether outstanding on the date of execution of this Indenture or thereafter
created, assumed or incurred, to the extent such Indebtedness by its terms ranks

                                        2



junior to and not pari passu with or prior to the Debentures (and any other
Indebtedness Ranking on a Parity with the Debentures) in right of payment upon
the happening of the dissolution, winding-up, liquidation or reorganization of
the Company. The securing of any Indebtedness otherwise constituting
Indebtedness Ranking Junior to the Debentures shall not be deemed to prevent
such Indebtedness from constituting Indebtedness Ranking Junior to the
Debentures.

     "Indenture" means this indenture, as amended or supplemented from time to
time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

     "Interest Payment Date," when used with respect to the Debentures of any
series, means the stated maturity of any installment of interest on the
Debentures of that series.

     "Issue Date," with respect to a series of Debentures, means the date on
which the Debentures of such series are originally issued.

     "Office" or "Agency," with respect to any Debentures, means an office or
agency of the Company maintained or designated in a Place of Payment for such
Debentures pursuant to Section 2.04 or any other office or agency of the Company
maintained or designated for such Debentures pursuant to Section 2.04 or, to the
extent designated or required by Section 2.04 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.

     "Officer" means, with respect to any corporation, any Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
such corporation.

     "Officer's Certificate" means a certificate signed by the Chief Executive
Officer, the Chief Financial Officer, the President, a Vice President, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company, that complies with the requirements of Sections 13.04 and 13.05 and
is delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of the Company, or any other counsel who shall be reasonably acceptable
to the Trustee and provided that the General Counsel and the Assistant General
Counsel of the Company shall be deemed to be reasonably acceptable to the
Trustee, containing the applicable information specified in Sections 13.04 and
13.05.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of and premium, if any, and interest on the Debentures of any series
on behalf of the Company.

     "Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.

     "Predecessor Debentures" of any particular Debenture means every previous
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular Debenture; and for purposes of this definition, any Debenture
authenticated and delivered under Section 2.08 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Debenture shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Debenture.

     "Preferred Securities" means the preferred securities of a Trust,
representing preferred undivided beneficial interests in the assets of such
Trust.

     "Record Date," with respect to any series of the Debentures, means the
Regular Record Date, the Special Record Date or any date set to determine the
Holders of Debentures of such series entitled to vote, consent, make a request
or exercise any other right associated with such Debentures.

     "Redemption Date," with respect to the Debentures of any series to be
redeemed, means the date specified for the redemption thereof in accordance with
the terms thereof and pursuant to Article 3 of this Indenture.

                                        3



     "Redemption Price," with respect to the Debentures of any series to be
redeemed, means the price at which such Debenture is to be redeemed in
accordance with the terms thereof and pursuant to Article 3 of this Indenture.

     "Regular Record Date," with respect to an Interest Payment Date for the
Debentures of a series, means the date specified for such Debentures for the
determination of Holders entitled to receive the payment of interest on such
Interest Payment Date.

     "Responsible Officer" shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, amended.

     "Security Exchange," when used with respect to the Debentures of any series
which are held as assets of a Trust pursuant to the Trust Agreement of such
Trust, means the distribution of the Debentures of such series by such Trust to
the holders of the Trust Securities of such Trust in exchange for such Trust
Securities upon certain events described in the applicable Trust Agreement of
such Trust.

     "Senior Indebtedness" means all Indebtedness, whether outstanding on the
date of execution of this Indenture or thereafter created, assumed or incurred,
except Indebtedness Ranking on a Parity with the Debentures or Indebtedness
Ranking Junior to the Debentures.

     A "series" of Debentures means all Debentures denoted as part of the same
series authorized by or pursuant to a particular Board Resolution or a
supplemental indenture.

     "Special Record Date" for the payment of any Defaulted Interest on the
Debentures of any series means the date determined pursuant to Section 2.02.

     "Stated Maturity Date," with respect to the Debentures of any series, means
the date specified for such Debentures as the date on which the principal of
such Debenture is due and payable.

     "Subsidiary" means any corporation, association, partnership, trust,
limited liability company or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, trustees or the
governing individuals or body thereof is at the time owned or controlled,
directly or indirectly, by (i) the Company, (ii) the Company and one or more
Subsidiaries, or (iii) one or more Subsidiaries.

     "TIA" means the Trust Indenture Act of 1939, as amended and as in effect on
the date of this Indenture; provided, however, that if such Act is amended after
such date, TIA means, to the extent required by any such amendment, such Act as
so amended.

     "Trust" means any statutory business trust created or established by the
Company to issue Trust Securities and to use the proceeds from the sale thereof
to purchase Debentures.

     "Trust Agreement" means the Amended and Restated Trust Agreement for a
Trust, among the Company, as sponsor, Wilmington Trust Company, as Property
Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative
Trustees named therein, and the holders from time to time of the Trust
Securities, as the same may be amended and modified from time to time.

                                        4



     "Trust Securities" means the undivided beneficial interests in the assets
of a Trust.

     "Trustee" means the Person named as "Trustee" in the first paragraph of
this Indenture, until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor, and if
at any time there is more than one such Person, "Trustee" as used with respect
to Debentures of any series shall mean the Trustee with respect to Debentures of
that series.

     "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable at the issuer's option.

     "Wholly Owned Subsidiary" means a Subsidiary all the Capital Stock of which
(other than directors' qualifying shares) is owned by the Company or another
Wholly Owned Subsidiary.

     SECTION 1.02 OTHER DEFINITIONS


                                                          Defined in
                                  Term                      Section
             ------------------------------------------   ------------
             "Act" ....................................      1.05
             "Bankruptcy Law" .........................      6.01
             "Conversion Agent" .......................      2.04
             "Custodian" ..............................      6.01
             "Defaulted Interest" .....................      2.02
             "Depository" .............................      2.11
             "Direct Action" ..........................      6.08
             "Event of Default" .......................      6.01
             "Global Debenture" .......................      2.11
             "Legal Holiday" ..........................      13.08
             "Notice of Default" ......................      6.01
             "Property Trustee" .......................      3.01
             "Register" ...............................      2.04
             "Registrar" ..............................      2.04
             "Successor" ..............................      5.01

     SECTION 1.03 INCORPORATION BY REFERENCE OF TIA

     Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

         "indenture securities" means the Debentures.

         "indenture security holder" means a Debentureholder or Holder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the indenture securities means the Company and any other
          obligor on the Debentures.

     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

                                        5



     SECTION 1.04 RULES OF CONSTRUCTION

     Unless the context otherwise requires:

         (a)  each capitalized term has the meaning assigned to it;

         (b)  an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;

         (c)  "or" is not exclusive;

         (d)  "including" means including, without limitation;

         (e)  words in the singular include the plural, and words in the plural
     include the singular; and

         (f)  "herein," "hereof" and other words of similar import refer to this
     Indenture as a whole and not to any particular Article, Section or other
     subdivision.

     SECTION 1.05 ACTS OF HOLDERS AND HOLDERS OF PREFERRED SECURITIES

         (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders or by holders of Preferred Securities may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
or holders of Preferred Securities, as applicable, in person or by an agent duly
appointed in writing and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders or holders of
Preferred Securities signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

     Without limiting the generality of this Section, unless otherwise provided
in or pursuant to this Indenture, a Holder, including a Depository that is a
Holder of a Global Debenture, may make, give or take, by a proxy, or proxies,
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a Depository that is a
Holder of a Global Debenture may provide its proxy or proxies to the beneficial
owners of interests in any such Global Debenture through such Depository's
standing instructions and customary practices.

         (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Trustee deems
sufficient.

         (c)  The ownership of Debentures shall be proved by the Register.

         (d)  Any Act of the Holder of any Debenture shall bind every future
Holder of the same Debenture and the Holder of every Debenture issued upon the
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Debenture.

         (e)  If the Company solicits from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, by or pursuant to a resolution of its Board of Directors,
fix in advance a Record Date for the determination of Holders entitled to give
such Act, but the Company shall have no obligation to do so. If such a Record
Date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after such Record Date, but only
Holders of record at the close of business on such Record Date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite

                                        6



proportion of outstanding Debentures have authorized or agreed or consented to
such Act, and for that purpose the outstanding Debentures shall be computed as
of such Record Date.

                                    ARTICLE 2
                                 THE DEBENTURES

                SECTION 2.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES

     The aggregate principal amount of Debentures which may be authenticated and
delivered under this Indenture is unlimited.

     The Debentures may be issued in one or more series in an amount not to
exceed the aggregate principal amount of Debentures of that series from time to
time authorized by or pursuant to a Board Resolution, or pursuant to one or more
indentures supplemental hereto, prior to the initial issuance of Debentures of a
particular series.

     With respect to any Debentures of each series to be authenticated and
delivered hereunder, there shall be established in or pursuant to a Board
Resolution, and set forth in an Officer's Certificate, or established in one or
more indentures supplemental hereto:

         (a)  the title of the  Debentures  of the  series  (which  shall
     distinguish  the  Debentures  of the  series  from all other Debentures);

         (b)  any limit upon the aggregate principal amount of the Debentures of
     that series which may be authenticated and delivered under this Indenture
     (except for Debentures authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Debentures of that
     series);

         (c)  Stated Maturity Date or Dates, which may be serial and the
     Company's option, if any, to change the Stated Maturity Date or Dates;

         (d) the rate or rates (which may be fixed or variable) at which the
     Debentures of the series shall bear interest or the manner of calculation
     of such rate or rates, if any, and whether the interest on the Debentures
     of the series will be paid in the form of additional Debentures and if so,
     the terms and provisions for the payment of such additional Debentures,
     including, without limitation, the method for calculating the amount of
     additional Debentures so payable;

         (e)  the basis upon which interest shall be computed if other than a
     360-day year composed of twelve 30-day months;

         (f) the date or dates from which such interest shall accrue, the
     Interest Payment Dates on which such interest will be payable or the manner
     of determination and frequency of such Interest Payment Dates and the
     Regular Record Dates therefor;

         (g)  the right, if any, to extend the interest payment periods and the
     duration of any such Extension Period, including the maximum consecutive
     period during which interest payment periods may be extended;

         (h)  Issue Date or Dates;

         (i)  authorized denominations;

         (j)  the place or places for the payment of principal and premium, if
     any, and interest;

         (k)  the date or dates on which or the period or periods within which,
     the price or prices at which, and the terms and conditions upon which,
     Debentures of the series may be redeemed, in whole or in part, at the
     option of the Company;

         (l)  the obligation, if any, of the Company to redeem or purchase
     Debentures of the series pursuant to any sinking fund or analogous
     provisions (including payments made in cash in anticipation of future
     sinking fund

                                        7



     obligations) or at the option of a Holder and the date or dates on which or
     the period or periods within which, the price or prices at which, and the
     terms and conditions upon which, Debentures of the series shall be redeemed
     or purchased, in whole or in part, pursuant to such obligation;

         (m) the form of the Debentures of the series, including the form of
     the Certificate of Authentication for such series;

         (n) the right or obligation of any Holder or the Company or the
     applicable Trust to convert or exchange any Debenture into other securities
     of the Company or such Trust and the terms and conditions of any such
     conversion or exchange and, if so provided, the terms and conditions upon
     which such conversion or exchange will be effected, including, the
     conversion or exchange price, the conversion or exchange date(s) or
     period(s), provisions as to whether conversion or exchange will be at the
     option of the Holder or the Company or such Trust, the events requiring
     adjustment of the conversion or exchange price and provisions affecting
     conversion or exchange in the event of redemption of the Debenture of any
     series and any deletions from or modifications or additions to this
     Indenture to permit or to facilitate the issuance of such convertible or
     exchangeable Debentures or the administration thereof;

         (o) whether the Debentures are issuable as a Global Debenture and, in
     such case,  the identity of the Depository for such series;

         (p) any and all other terms with respect to such series (which terms
     shall not be inconsistent with the terms of this Indenture); and

         (q) the name of the applicable Trust (which shall distinguish such
     statutory business trust from all other Trusts) to which the Debentures of
     such series are to be deposited as assets and the date of its Trust
     Agreement.

     The Debentures of any series and the Trustee's Certificate of
Authentication to be borne by such Debentures shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution and as set forth in an Officer's Certificate,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which Debentures of that series may be listed, or to
conform to usage.

     All Debentures of any one series shall be substantially identical except as
may otherwise be provided by the Company in or pursuant to the Board Resolution
and set forth in the Officer's Certificate or in any indenture or indentures
supplemental hereto pertaining to such series of Debentures. The terms of the
Debentures of any series may provide, without limitation, that the Debentures
shall be authenticated and delivered by the Trustee on original issue from time
to time upon telephonic or written order of persons designated in the Officer's
Certificate or supplemental indenture (telephonic instructions to be promptly
confirmed in writing by such person) and that such persons are authorized to
determine, consistent with such Officer's Certificate or any applicable
supplemental indenture, such terms and conditions of the Debentures of such
series as are specified in such Officer's Certificate or supplemental indenture.
All Debentures of any one series need not be issued at the same time and, unless
otherwise so provided by the Company, a series may be reopened for issuances of
additional Debentures of such series or to establish additional terms of such
series of Debentures.

     If any of the terms of the Debentures of any series shall be established by
action taken by or pursuant to a Board Resolution, the Board Resolution shall be
delivered to the Trustee at or prior to the delivery of the Officer's
Certificate setting forth the terms of such series.

                                        8



     SECTION 2.02 PAYMENT OF PRINCIPAL AND INTEREST

     Unless otherwise specified pursuant to Section 2.01(e), interest on the
Debentures shall be computed on the basis of a 360-day year composed of twelve
30-day months.

     Unless otherwise provided with respect to a series of Debentures,

         (a) the principal and Redemption Price of and interest on each
     Debenture shall be payable in such coin or currency of the United States of
     America as at the time of payment is legal tender for the payment of public
     and private debts;

         (b) the principal and Redemption Price of any Debenture and interest
     payable on the Stated Maturity Date (if other than an Interest Payment
     Date) or Redemption Date shall be payable upon surrender of such Debenture
     at the Office or Agency of any Paying Agent therefor; and

         (c) interest on any Debenture shall be paid on each Interest Payment
     Date therefor to the Holder thereof at the close of business on the Record
     Date therefor, such interest to be payable by check mailed to the address
     of the Person entitled thereto as such address appears on the Register;
     provided however, that (i) at the written request of any Holder of at least
     $100,000,000 aggregate principal amount of Debentures received by the
     Registrar not later than the Regular Record Date for such Interest Payment
     Date, interest accrued on such Debentures will be payable by wire transfer
     within the continental United States in immediately available funds to the
     bank account number of such Holder specified in such request and entered on
     the Register by the Registrar and (ii) payments made in respect of Global
     Debentures shall be made in immediately available funds to the Depository.

     Except as specified pursuant to Section 2.01 or Section 4.01(b), interest
on any Debenture which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that
Debenture (or one or more Predecessor Debentures) is registered at the close of
business on the Regular Record Date for such interest. Any interest on any
Debenture which is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called "Defaulted Interest") shall forthwith
cease to be payable to the Holder on the relevant Regular Record Date by virtue
of having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (i) and (ii) below:

              (i) The Company may elect to make payment of any Defaulted
     Interest to the Persons in whose names the Debentures (or their respective
     Predecessor Debentures) are registered at the close of business on a
     Special Record Date for the payment of such Defaulted Interest, which shall
     be fixed in the following manner. The Company shall, not less than 15
     Business Days prior to the date of the proposed payment, notify the Trustee
     and the Paying Agent in writing of the amount of Defaulted Interest
     proposed to be paid on each Debenture and the date of the proposed payment,
     and at the same time the Company shall deposit with the Paying Agent an
     amount of money equal to the aggregate amount proposed to be paid in
     respect of such Defaulted Interest or shall make arrangements satisfactory
     to the Paying Agent for such deposit prior to the date of the proposed
     payment, such money when deposited to be held in trust for the benefit of
     the Persons entitled to such Defaulted Interest as provided in this clause.
     The Special Record Date for the payment of such Defaulted Interest shall be
     the close of business not more than 15 nor less than 10 days prior to the
     date of the proposed payment. The Trustee shall, in the name and at the
     expense of the Company, cause notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor to be given to the
     Holders thereof, not less than 10 days prior to such Special Record Date.
     Notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor having been given, such Defaulted Interest shall be
     paid to the Persons in whose names the Debentures (or their respective
     Predecessor Debentures) are registered at the close of business on such
     Special Record Date and shall no longer be payable pursuant to the
     following clause (ii).

              (ii)The Company may make payment of any Defaulted Interest on the
     Debentures in any other lawful manner not inconsistent with the
     requirements of any securities exchange on which such Debentures may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee

                                        9



     and the Paying Agent of the proposed payment pursuant to this clause, such
     manner of payment shall be deemed practicable by the Paying Agent.

     Subject to the foregoing provisions of this Section, each Debenture
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Debenture shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Debenture.

     If any convertible Debenture of any series is converted after any Regular
Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Debenture with respect to which the Stated Maturity Date is prior to
such Interest Payment Date), interest that is due on such Interest Payment Date
shall be payable on such Interest Payment Date notwithstanding such conversion,
and such interest (whether or not punctually paid or duly provided for) shall be
paid to the Person in whose name that Debenture is registered at the close of
business on such Regular Record Date. Except as otherwise expressly provided in
the immediately preceding sentence, in the case of any Debenture that is
converted, interest shall not be payable if the Regular Record Date is after the
date of conversion of such Debenture.

     SECTION 2.03 EXECUTION, AUTHENTICATION AND DELIVERY

         (a) The Debentures shall be executed on behalf of the Company by its
Chief Executive Officer, its Chief Financial Officer, its President or one of
its Vice Presidents, its Treasurer or one of its Assistant Treasurers under its
corporate seal imprinted or reproduced thereon and attested by its Secretary or
one of its Assistant Secretaries. The signature of any such Officer on the
Debentures may be manual or facsimile.

         (b) Debentures bearing the manual or facsimile signatures of
individuals who were at any time the proper Officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Debentures or
did not hold such offices at the date of such Debentures.

         (c) No Debenture shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Debenture
a Certificate of Authentication duly executed by the Trustee by manual signature
of a Responsible Officer, and such Certificate of Authentication upon any
Debenture shall be conclusive evidence, and the only evidence, that such
Debenture has been duly authenticated and made available for delivery hereunder.

         (d) The Trustee shall authenticate and deliver Debentures of a series,
for original issue, at one time or from time to time in accordance with the
Company Order referred to below, upon receipt by the Trustee of:

             (i)   a Board Resolution as required by Section 2.01;

             (ii)  a Company Order requesting the authentication and delivery of
     such Debentures and stating the identity of the applicable Trust and the
     aggregate liquidation amount of the Trust Securities to be issued by such
     Trust concurrently with such Debentures;

             (iii) an Officer's Certificate or, unless previously delivered, a
     supplemental indenture hereto setting forth the form of such Debentures
     and, except as set forth in a Board Resolution, establishing the terms
     thereof;

             (iv)  such Debentures, executed on behalf of the Company in
     accordance with clause (a) of this Section;

             (v)   an Opinion of Counsel to the effect that:

                   (1) the form or forms of such Debentures have been duly
         authorized by the Company and have been established in conformity with
         the provisions of this Indenture;

                   (2) such Debentures, when authenticated and delivered by the
         Trustee and issued and delivered by the Company in the manner and
         subject to any conditions specified in such Opinion of Counsel, will
         have been duly issued under this Indenture and will constitute valid
         and legally binding obligations of the Company,

                                       10



          entitled to the benefits provided by this Indenture, and enforceable
          in accordance with their terms, subject, as to enforcement to laws
          relating to or affecting generally the enforcement of creditors'
          rights, including, without limitation, bankruptcy and insolvency laws
          and to general principles of equity (regardless of whether such
          enforceability is considered in a proceeding in equity or at law);

                    (3)  that any supplemental indenture referred to in clause
          (iii) above has been duly authorized, executed and delivered by the
          Company and is a valid instrument legally binding upon the Company,
          enforceable in accordance with its terms, subject as to enforcement to
          laws relating to or affecting creditors' rights, including without
          limitation, bankruptcy and insolvency laws and to general principles
          of equity (regardless of whether such enforceability is considered in
          a proceeding in equity or at law); and

                    (4)  that all consents, approvals and orders of any
          commission, governmental authority or agency required in connection
          with the issuance and delivery of such Debentures have been obtained;
          and

               (vi) an Officer's Certificate certifying that no Default or Event
of Default has occurred and is continuing.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders.

          (e)  The Trustee shall act as the initial authenticating agent.
Thereafter, the Trustee may appoint an authenticating agent. Each authenticating
agent shall be acceptable to the Company and, except as provided in or pursuant
to this Indenture, shall at all times be a corporation that would be permitted
by the TIA to act as trustee under an indenture qualified under the TIA, is
authorized under applicable law and by its charter to act as an authenticating
agent and has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the TIA) of at least $50,000,000. If at any time an
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section. An authenticating agent may authenticate
Debentures whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by an authenticating
agent. The Trustee shall pay any authenticating agent appointed by the Trustee
reasonable compensation for its services and the Trustee shall be reimbursed for
such payment by the Company pursuant to Section 7.07. The provisions set forth
in Sections 7.02, 7.03 and 7.07 shall be applicable to any authenticating agent.

          (f)  If all the Debentures of any series are not to be issued at one
time, it shall not be necessary to deliver an Opinion of Counsel and an
Officer's Certificate at the time of issuance of each Debenture, but such
opinion and certificate, with appropriate modifications, shall be delivered at
or before the time of issuance of the first Debenture of such series. After any
such first delivery, any separate request by the Company that the Trustee
authenticate Debentures of such series for original issue will be deemed to be a
certification by the Company that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Debentures continue to
have been complied with.

     SECTION 2.04 REGISTRAR AND PAYING AND CONVERSION AGENTS

     The Company shall maintain or cause to be maintained, in The City of New
York or Wilmington, Delaware, an Office or Agency where the Debentures may be
presented for registration of transfer or for exchange ("Registrar"), a Paying
Agent at whose Office the Debentures may be presented or surrendered for
payment, a Conversion Agent at whose Office the Debentures may be presented and
surrendered in the event of a conversion or exchange ("Conversion Agent"), and
an Office or Agency where notices and demands to or upon the Company in respect
of the Debentures and this Indenture may be served. The Registrar shall keep a
register (the "Register") of the Debentures and of their transfer and exchange.
The Company may have one or more co-Registrars and one or more additional Paying
Agents and Conversion Agents. The term Registrar includes any additional
registrar, the term Paying Agent includes any additional paying agent and the
term Conversion Agent includes any additional conversion agent.

                                       11



     Unless otherwise specified in or pursuant to this Indenture or the
Debentures, the Trustee shall be the initial Registrar for each series of
Debentures. The Company shall have the right to remove and replace with or
without cause from time to time the Registrar for any series of Debentures;
provided that no such removal or replacement shall be effective until a
successor Registrar with respect to such series of Debentures shall have been
appointed by the Company and shall have accepted such appointment by the
Company. In the event that the Trustee shall not be or shall cease to be
Registrar with respect to a series of Debentures, it shall have the right to
examine the Register for such series at all reasonable times. There shall be
only one Register for each series of Debentures.

     The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-Registrar (if not the Company or
the Trustee or an Affiliate of the Trustee). The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall give
prompt written notice to the Trustee and to the Holders of any change of
location of such Office or Agency. If at any time the Company shall fail to
maintain or cause to be maintained any such required Office or Agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 13.02 hereof. The Company shall notify the Trustee
of the name and address of any such agent. If the Company fails to maintain a
Registrar, Paying Agent, Conversion Agent or agent for service of notices or
demands, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.07. The Company or any Affiliate of
the Company may act as Paying Agent, Registrar, Conversion Agent or co-Registrar
or agent for service of notices and demands.

     The Company may also from time to time designate one or more other Offices
or Agencies where the Debentures may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. The Company
will give prompt written notice to the Trustee and to the Holders of any such
designation or rescission and of any change in location of any such other Office
or Agency.

     SECTION 2.05  PAYING AGENT TO HOLD MONEY IN TRUST

     Except as otherwise provided herein, prior to or on each due date of the
principal of and premium, if any, and interest on any Debenture, the Company
shall deposit with the Paying Agent a sum of money sufficient to pay such
principal, premium, if any, and interest so becoming due. The Company shall
require each Paying Agent (other than the Trustee or the Company) to agree in
writing that such Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal of
and premium, if any, and interest on the Debentures and shall notify the Trustee
of any default by the Company in making any such payment. At any time during the
continuance of any such default, the Paying Agent shall, upon the request of the
Trustee, pay to the Trustee all money so held in trust and account for any money
disbursed by it. The Company at any time may require the Paying Agent to pay all
money held by it to the Trustee and to account for any money disbursed by it.
Upon doing so, the Paying Agent shall have no further liability for the money so
paid over to the Trustee. If the Company, a Subsidiary or an Affiliate of either
of them acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund.

     SECTION 2.06  DEBENTUREHOLDER LISTS

     The Trustee shall preserve in as current a form as is reasonably
practicable, the most recent list available to it of the names and addresses of
Debentureholders. If the Trustee is not the Registrar, the Company shall cause
to be furnished to the Trustee seven Business Days prior to each Interest
Payment Date and at such other times as the Trustee may request in writing,
within five Business Days of such request, a list, in such form as the Trustee
may reasonably require of the names and addresses of Debentureholders.

     SECTION 2.07  TRANSFER AND EXCHANGE


     When Debentures are presented to the Registrar or a co-Registrar with a
request to register the transfer or to exchange them for an equal principal
amount of Debentures of the same series of other authorized denominations, the
Registrar shall register the transfer or make the exchange as requested if its
reasonable requirements for such

                                       12



transactions are met. To permit registrations of transfer and exchanges, the
Company shall execute and the Trustee shall authenticate Debentures, all at the
Registrar's request.

     Every Debenture presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Registrar duly executed by the Holder or his attorney duly
authorized in writing.

     The Company shall not require payment of a service charge for any
registration of transfer or exchange of Debentures, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the registration of the transfer
or exchange of Debentures from the Debentureholder requesting such transfer or
exchange (other than any exchange of a temporary Debenture for a definitive
Debenture not involving any change in ownership).

     The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of (a) any Debenture for a period beginning at
the opening of business 15 days before the mailing of a notice of redemption of
Debentures and ending at the close of business on the day of such mailing or (b)
any Debenture selected, called or being called for redemption, except, in the
case of any Debenture to be redeemed in part, the portion thereof not to be
redeemed.

     SECTION 2.08  REPLACEMENT DEBENTURES

     If (a) any mutilated Debenture is surrendered to the Company or the
Trustee, or (b) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debenture, and there is
delivered to the Company and the Trustee such Debenture or indemnity as may
reasonably be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Debenture has been
acquired by a bona fide purchaser, the Company shall execute in exchange for any
such mutilated Debenture, or in lieu of any such destroyed, lost or stolen
Debenture, a new Debenture of the same series and of like tenor and principal
amount, bearing a number not contemporaneously outstanding, and the Trustee
shall authenticate and make such new Debenture available for delivery.

     In case any such mutilated, destroyed, lost or stolen Debenture has become
or is about to become due and payable, or is about to be redeemed by the Company
pursuant to Article 3, the Company in its discretion may, instead of issuing a
new Debenture, pay or purchase such Debenture, as the case may be.

     Upon the issuance of any new Debentures under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the reasonable fees and expenses of the Trustee) in connection therewith.

     Every new Debenture issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Debenture shall constitute an original
additional contractual obligation of the Company (whether or not the mutilated,
destroyed, lost or stolen Debenture shall be at any time enforceable) and shall
be entitled to all benefits of this Indenture equally and ratably with any and
all other Debentures duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debentures.

     SECTION 2.09  OUTSTANDING DEBENTURES; DETERMINATIONS OF HOLDERS' ACTION

     Debentures outstanding at any time are all the Debentures authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those mutilated, destroyed, lost or stolen Debentures referred to
in Section 2.08, those redeemed by the Company pursuant to Article 3, and those
described in this Section as not outstanding. A Debenture does not cease to be
outstanding because the Company or a Subsidiary or Affiliate thereof holds the
Debenture; provided, however, that in determining whether the Holders of the
requisite principal amount of Debentures have given or concurred in any request,
demand, authorization, direction, notice, consent or waiver hereunder,

                                       13



Debentures owned by the Company or a Subsidiary or Affiliate (other than any
Trust so long as any of the Preferred Securities of such Trust are outstanding)
shall be disregarded and deemed not to be outstanding.

     Subject to the foregoing, only Debentures outstanding at the time of such
determination shall be considered in any such determination (including
determinations pursuant to Articles 3, 6 and 9).

     If a Debenture is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof reasonably satisfactory to it that
the replaced Debenture is held by a bona fide purchaser.

     If the Paying Agent (other than the Company) holds, in accordance with this
Indenture, at the Stated Maturity Date or on a Redemption Date, money sufficient
to pay the Debentures payable on that date, then immediately on the Stated
Maturity Date or such Redemption Date, as the case may be, such Debentures shall
cease to be outstanding, and interest, if any, on such Debentures shall cease to
accrue.

     SECTION 2.10  TEMPORARY DEBENTURES

     The Company may execute temporary Debentures, and upon the Company's Order,
the Trustee shall authenticate and make such temporary Debentures available for
delivery. Temporary Debentures shall be printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, in the same
series and principal amount and of like tenor as the definitive Debentures in
lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the Officers of the Company executing such
Debentures may determine, as conclusively evidenced by their execution of such
Debentures. Such temporary Debentures may be in global form.

     Except in the case of temporary Debentures in global form, which shall be
exchanged in accordance with the provisions thereof, after the preparation of
definitive Debentures, the temporary Debentures shall be exchangeable for
definitive Debentures of the same series upon surrender of the temporary
Debentures at the Office or Agency of the Company designated for such purpose
pursuant to Section 2.04, without charge to the Holders thereof. Upon surrender
for cancellation of any one or more temporary Debentures, the Company shall
execute a like principal amount of definitive Debentures of the same series of
authorized denominations, and the Trustee, upon receipt of a Company Order,
shall authenticate and make such Debentures available for delivery in exchange
therefor. Until so exchanged, the temporary Debentures shall in all respects be
entitled to the same benefits under this Indenture as definitive Debentures.

     SECTION 2.11  BOOK-ENTRY SYSTEM

     In order to utilize a book-entry-only system for all or any portion of the
Debentures of any series, all or a portion of the Debentures of any series may
be issued in the form of one or more fully registered Debentures of the same
series for the aggregate principal amount of such Debentures (a "Global
Debenture"), which Global Debenture shall be registered in the name of the
depository (the "Depository") selected by the Company or in the name of such
Depository's nominee. Each Global Debenture shall be delivered by the Trustee to
the Depository or pursuant to the Depository's instruction and shall bear a
legend substantially to the following effect: "This Debenture may be
transferred, in whole but not in part, only to another nominee of the Depository
or to a successor Depository or to a nominee of such successor Depository."

     Notwithstanding any other provision of this Section or of Section 2.07, a
Global Debenture may be transferred in whole but not in part and in the manner
provided in Section 2.07, only by a nominee of the Depository for such series,
or by the Depository or any such nominee of a successor Depository for such
series selected or approved by the Company or to a nominee of such successor
Depository.

     If (a) at any time the Depository for Global Debentures of any series of
Debentures notifies the Company that it is unwilling or unable to continue as
Depository for such Global Debentures or if at any time the Depository for such
Global Debentures shall no longer be a clearing agency registered or in good
standing under the Exchange Act or other applicable statute or regulation, and a
successor Depository for such Global Debentures is not appointed by the

                                       14



Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, (b) the Company determines in its sole
discretion, that the Debentures of any series shall no longer be represented by
one or more Global Debentures and delivers to the Trustee an Officer's
Certificate evidencing such determination or (c) a Default or an Event of
Default occurs and is continuing, then the provisions of this Section shall no
longer apply to the Debentures of such series. In such event, the Company will
execute and the Trustee, upon receipt of an Officer's Certificate evidencing
such determination by the Company, will authenticate and deliver Debentures of
such series and of like tenor in definitive registered form, in authorized
denominations, and in aggregate principal amount equal to the principal amount
of the Global Debentures of such series in exchange for such Global Debentures.
Upon the exchange of Global Debentures for such Debentures in definitive
registered form without coupons, in authorized denominations, the Global
Debentures shall be canceled by the Trustee. Such Debentures in definitive
registered form issued in exchange for Global Debentures pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depository, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Debentures to the Persons in whose names such Debentures are so registered.

     Except as provided above or as provided in any supplemental indenture,
owners of beneficial interests in a Global Debenture shall not be entitled to
receive physical delivery of Debentures in definitive form and will not be
considered the Holders thereof for any purpose under this Indenture.

     Members of or participants in the Depository shall have no rights under
this Indenture with respect to any Global Debenture held on their behalf by the
Depository, and such Depository or its nominee, as the case may be, may be
treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the Holder of such Global Debentures for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its members or participants, the
operation of customary practices governing exercise of the rights of a Holder of
any Debenture, including without limitation the granting of proxies or other
authorization of participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under this Indenture.

     SECTION 2.12  CANCELLATION

     All Debentures surrendered for payment, redemption, registration of
transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly canceled by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Debentures previously
authenticated and made available for delivery hereunder which the Company may
have acquired in any manner whatsoever, and all Debentures so delivered shall be
promptly canceled by the Trustee. The Company may not reissue or issue new
Debentures to replace Debentures it has paid or delivered to the Trustee for
cancellation. No Debentures shall be authenticated in lieu of or in exchange for
any Debentures canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Debentures held by the Trustee shall
be disposed of by the Trustee in accordance with its procedures for the
disposition of cancelled securities in effect as of the date of such
disposition, and the Trustee shall deliver a certificate of disposition to the
Company.

     SECTION 2.13  CUSIP NUMBERS

     The Company in issuing the Securities may use CUSIP numbers (if then
generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers.

                                       15



                                    ARTICLE 3
                                   REDEMPTION

     SECTION 3.01  REDEMPTION; NOTICE TO TRUSTEE

          (a)  The Company may redeem the Debentures of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.01.

          (b)  If any or all of the Debentures are to be redeemed pursuant to
this Section, the Company shall deliver to the Trustee no more than 60 and no
less than 45 days prior to the Redemption Date a Company Order specifying the
series and principal amount of Debentures to be redeemed and the Redemption Date
and Redemption Price for such Debentures. Such Company Order shall be
accompanied by a Board Resolution authorizing such redemption. If the Debentures
of a series are held by a Trust, the Company shall also deliver a copy of such
Company Order to the property trustee for such Trust (the "Property Trustee").

     SECTION 3.02  SELECTION OF DEBENTURES TO BE REDEEMED

     If less than all the outstanding Debentures of a series are to be redeemed
at any time, the Trustee shall select the Debentures of such series to be
redeemed by lot or by any other method the Trustee considers fair and
appropriate. The Trustee shall make the selection at least 30 but not more than
60 days before the Redemption Date from outstanding Debentures of such series
not previously called for redemption. Provisions of this Indenture that apply to
Debentures called for redemption also apply to portions of Debentures called for
redemption. The Trustee shall notify the Company promptly of the Debentures or
portions of Debentures to be redeemed.

     SECTION 3.03  NOTICE OF REDEMPTION

     At least 30 days but not more than 60 days before the Redemption Date, the
Trustee, in the Company's name and at the Company's expense, shall mail or cause
to be mailed a notice of redemption by first-class mail, postage prepaid, to
each Holder of Debentures to be redeemed at such Holder's last address as it
appears in the Register.

     The notice of redemption shall identify the Debentures to be redeemed, the
provision of the Debentures or this Indenture pursuant to which the Debentures
called for redemption are being redeemed and shall state:

          (a)  the Redemption Date;

          (b)  the Redemption Price;

          (c)  the name and address of the Paying Agent;

          (d)  that payment of the Redemption Price of Debentures called for
     redemption will be made only upon surrender of such Debentures to the
     Paying Agent;

          (e)  if fewer than all the outstanding Debentures of any series are to
     be redeemed, the identification and principal amounts of the particular
     Debentures to be redeemed and that, on and after the Redemption Date, upon
     surrender of such Debentures, a new Debenture or Debentures of the same
     series and of like tenor and in a principal amount equal to the unredeemed
     portion thereof will be issued;

          (f)  that, unless the Company defaults in paying the Redemption Price
     of the Debentures called for redemption, including accrued interest thereon
     to the Redemption Date, interest will cease to accrue on such Debentures on
     and after the Redemption Date;

          (g)  that the redemption is for a sinking fund, if such is the case;

                                       16



          (h)  in the case of Debentures of any series that are convertible or
     exchangeable into Capital Stock, the conversion or exchange price or rate,
     the date or dates on which or the period or periods during which the right
     to convert or exchange the principal of the Debentures of such series to be
     redeemed will commence or terminate and the place or places where such
     Debentures may be surrendered for conversion or exchange; and

          (i)  the CUSIP numbers, if any.

     Any notice of redemption given in the manner provided herein shall be
conclusively presumed to have been given, whether or not such notice is actually
received. Failure to mail any notice or defect in the mailed notice or the
mailing thereof in respect of any Debenture shall not affect the validity of the
redemption of any other Debenture.

     SECTION 3.04  EFFECT OF NOTICE OF REDEMPTION

     After notice of redemption has been given, Debentures called for redemption
shall become due and payable on the Redemption Date at the Redemption Price and
from and after the Redemption Date (unless the Company shall default in the
payment of the Redemption Price and accrued interest), such Debentures shall
cease to bear interest. Upon the later of the Redemption Date and the date such
Debentures are surrendered to the Paying Agent, such Debentures shall be paid at
the Redemption Price, plus accrued interest to the Redemption Date, provided
that installments of interest on Debentures with an Interest Payment Date which
is on or prior to the Redemption Date shall be payable to the Holders of such
Debentures, registered as such at the close of business on the Regular Record
Dates therefor according to their terms and provisions.

     SECTION 3.05  DEPOSIT OF REDEMPTION PRICE

     On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or an Affiliate is the Paying Agent, shall
segregate and hold in trust or cause such Affiliate to segregate and hold in
trust) money sufficient to pay the Redemption Price of, and accrued interest on,
all Debentures to be redeemed on that Redemption Date. The Paying Agent shall
return to the Company any money in excess of the amount sufficient to pay the
Redemption Price of, and accrued interest on, all Debentures to be redeemed and
any interest accrued on the amount deposited pursuant to this Section.

     SECTION 3.06  DEBENTURES REDEEMED IN PART

     Upon surrender of a Debenture that is redeemed in part, the Trustee shall
authenticate for the Holder a new Debenture of the same series and in a
principal amount equal to the unredeemed portion of such Debenture.

                                    ARTICLE 4
                                    COVENANTS

     SECTION 4.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST

          (a)  The Company shall pay the principal of and premium, if any, and
interest (including interest accruing during any Extension Period and/or on or
after the filing of a petition in bankruptcy or reorganization relating to the
Company, whether or not a claim for post-filing interest is allowed in such
proceeding) on the Debentures on or prior to the dates and in the manner
provided in such Debentures or pursuant to this Indenture. An installment of
principal, premium, if any, or interest shall be considered paid on the
applicable due date if on such date the Trustee or the Paying Agent holds, in
accordance with this Indenture, money sufficient to pay all of such installment
then due. With respect to any Debenture, the Company shall pay interest on
overdue principal and interest on overdue installments of interest (including
interest accruing during any Extension Period and/or on or after the filing of a
petition in bankruptcy or reorganization relating to the Company, whether or not
a claim for post-filing interest is allowed in such proceeding), to the extent
lawful, at the rate accruing on such Debenture, compounded with the same
frequency as interest is payable on such Debentures. Interest on overdue
interest shall accrue from the date such amounts become overdue.

                                       17



          (b)  Notwithstanding the provisions of Section 4.01 (a) or any other
provision herein to the contrary, the Company shall have the right, as provided
in an Officer's Certificate or supplemental indenture issued pursuant to Section
2.01, in its sole and absolute discretion at any time and from time to time
while the Debentures of any series are outstanding, so long as no Event of
Default with respect to such series of Debentures has occurred and is
continuing, to defer payments of interest by extending the interest payment
period for such series of Debentures for the maximum consecutive period, if any,
specified for such series of Debentures, provided that such Extension Period
must end on an Interest Payment Date and shall not extend beyond the Stated
Maturity Date or Redemption Date of any Debenture of such series, and provided
further that at the end of each Extension Period the Company shall pay all
interest then accrued and unpaid (together with interest thereon to the extent
permitted by applicable law at the rate accruing on such Debentures). Prior to
the termination of an Extension Period, the Company may shorten or may further
extend the interest payment period for such series of Debentures, provided that
such Extension Period together with all such previous and further extensions may
not exceed the maximum consecutive period specified for such series of
Debentures, end on a date other than an Interest Payment Date or extend beyond
the Stated Maturity Date or Redemption Date of any Debenture of such series. The
Company shall give the Trustee notice of the Company's election to begin an
Extension Period for any series of Debentures and any shortening or extension
thereof at least five Business Days prior to: (i) the date notice of payment of
interest on such Debentures is required to be given to any national securities
exchange on which the related Preferred Securities, if any, or Debentures are
then listed or other applicable self-regulatory organization or (ii) the date of
the notice of the record or payment date of the related distribution on the
Preferred Securities issued by the Trust which is the Holder of the Debentures
of such series, but in any event not less than five Business Days prior to the
Record Date fixed by the Company for the payment of such interest. The Company
shall give or cause the Trustee to give notice (a form of which shall be
provided by the Company to the Trustee) of the Company's election to begin an
Extension Period to the Holders by first class mail, postage prepaid.

     SECTION 4.02  PROHIBITION AGAINST DIVIDENDS, ETC.

     The Company shall not (a) declare or pay any dividends or distributions on,
or redeem, purchase, acquire, or make a liquidation payment with respect to, any
of the Company's Capital Stock or (b) make any payment of principal of or
premium, if any, or interest on or repay or repurchase or redeem any debt
securities of the Company (including Debentures) that rank pari passu with or
junior in right of payment to the Debentures or (c) make any guarantee payments
with respect to any guarantee by the Company of the debt securities of any
Subsidiary of the Company (including any Guarantee) if such guarantee ranks pari
passu or junior in right of payment to the Debentures (other than (i) dividends
or distributions in shares of, or options, warrants or rights to subscribe for
or purchase shares of, Common Stock of the Company, (ii) any declaration of a
dividend in connection with the implementation of a stockholders' rights plan,
or the issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (iii) payments under any
Guarantee, (iv) as a result of a reclassification of the Company's Capital Stock
or the exchange or conversion of one class or series of the Company's Capital
Stock for another class or series of the Company's Capital Stock, (v) the
purchase of fractional interests in shares of the Company's Capital Stock
pursuant to the conversion or exchange provisions of such Capital Stock or the
security being converted or exchanged, and (vi) purchases of Common Stock
related to the issuance of Common Stock or rights under any of the Company's
benefit plans for its directors, officers or employees or any of the Company's
dividend reinvestment plans): (X) during any Extension Period, (Y) if at such
time there shall have occurred and is continuing any Default or Event of
Default, or (Z) if the Company shall be in default with respect to its payment
or other obligations under any Guarantee.

     SECTION 4.03  SEC REPORTS

     The Company shall file with the Trustee, within 15 days after it files them
with the SEC, copies of its annual report and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the SEC may
by rules and regulations prescribe) which the Company is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Company is
not subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the Trustee such information, documents and
other reports (or copies of such portions of any of the foregoing as the SEC may
by rules and regulations prescribe) which are specified in Section 13 or 15(d)
of the Exchange Act. The Company shall also comply with the provisions of
Section 314(a) of the TIA.

                                       18



     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates).

     SECTION 4.04  COMPLIANCE CERTIFICATES

          (a)  The Company shall deliver to the Trustee, within 120 days after
the end of each of the Company's fiscal years, an Officer's Certificate stating
whether or not the signer knows of any Default or Event of Default. Such
certificate shall contain a certification from the Principal Executive Officer,
Principal Financial Officer or Principal Accounting Officer of the Company as to
his or her knowledge of the Company's compliance with all conditions and
covenants under this Indenture. For purposes of this Section, such compliance
shall be determined without regard to any period of grace or requirement of
notice provided under this Indenture. If such Officer does know of such a
Default or Event of Default, the Officer's Certificate shall describe any such
Default or Event of Default, and its status. Such Officer's Certificate need not
comply with Sections 13.04 and 13.05.

          (b)  The Company shall deliver to the Trustee any information
reasonably requested by the Trustee in connection with the compliance by the
Trustee or the Company with the TIA.

     SECTION 4.05  FURTHER INSTRUMENTS AND ACTS

     Upon request of the Trustee, the Company shall execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this Indenture.

     SECTION 4.06  PAYMENT OF EXPENSES OF EACH TRUST

     The Company covenants for the benefit of the Holders of each series of
Debentures to pay all of the obligations, costs and expenses of such Trust
(other than payments in respect of Trust Securities) in accordance with the
provisions of its Trust Agreement and to pay the taxes of such Trust in
accordance with the provisions of its Trust Agreement in order to permit such
Trust to make distributions on and redemptions of its Preferred Securities in
accordance with such Trust Agreement.

     SECTION 4.07  OWNERSHIP OF COMMON SECURITIES

     So long as the Trust Securities of each Trust remain outstanding, the
Company hereby covenants (a) to maintain 100% direct or indirect ownership of
the common securities issued by such Trust (it being understood that any
permitted successor of the Company under this Indenture may succeed to the
Company's ownership of such common securities), (b) to use its best efforts to
cause each Trust (i) to remain a business trust, except in connection with the
distribution of Debentures to the holders of related Trust Securities in
liquidation of such Trust, the conversion, exchange or redemption of all of such
Trust Securities, or certain mergers, consolidations or amalgamations, each as
permitted by the applicable Trust Agreement, and (ii) to otherwise continue to
be classified as a grantor trust for United States federal income tax purposes,
(c) to use its reasonable best efforts to cause each holder of each Trust's
Trust Securities to be treated as owning an undivided beneficial interest in the
related Debentures and (d) not to cause, as sponsor of each Trust, or to permit,
as holder of the common securities, the dissolution, liquidation or winding-up
of any Trust, except as provided in the applicable Trust Agreement.

     SECTION 4.08 STATEMENT BY OFFICERS AS TO DEFAULT

     The Company shall deliver to the Trustee, as soon as possible and in any
event within five Business Days after the Company becomes aware of the
occurrence of any Event of Default or an event which, with notice or the lapse
of time or both, would constitute an Event of Default, an Officer's Certificate
setting forth the details of such Event of Default or default and the action
which the Company proposes to take with respect thereto.

                                       19



                                    ARTICLE 5
                              SUCCESSOR CORPORATION

     SECTION 5.01  WHEN THE COMPANY MAY MERGE, ETC.

     The Company may not consolidate with or merge with or into, or sell,
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety (either in one transaction or a series of
transactions) to, any Person, and no Person shall consolidate with or merge into
the Company or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to the Company, unless:

          (a)  the Person formed by or surviving such consolidation or merger or
     to which such sale, conveyance, transfer or lease shall have been made (the
     "Successor") if other than the Company (i) is organized and existing under
     the laws of the United States of America or any state thereof or the
     District of Columbia, and (ii) shall expressly assume by a supplemental
     indenture, executed and delivered to the Trustee, in form satisfactory to
     the Trustee, all the obligations of the Company under the Debentures, this
     Indenture and the Guarantees;

          (b)  immediately after giving effect to such transaction (and treating
     any Indebtedness which becomes an obligation of the Successor Person or any
     Subsidiary as a result of such transaction as having been incurred by such
     Person or such Subsidiary at the time of such transaction), no Default or
     Event of Default shall have occurred and be continuing; and

          (c)  the Company delivers to the Trustee an Officer's Certificate and
     an Opinion of Counsel, each stating that such consolidation, merger, sale,
     conveyance, transfer or lease and such supplemental indenture comply with
     this Indenture.

     The Successor will be the successor to the Company, and will be substituted
for, and may exercise every right and power and become the obligor on the
Debentures with the same effect as if the Successor had been named as the
Company herein but, in the case of a sale, conveyance, transfer or lease of all
or substantially all of the assets of the Company, the predecessor Company will
not be released from its obligation to pay the principal of and premium, if any,
and interest on the Debentures.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

     SECTION 6.01  EVENTS OF DEFAULT

     "Event of Default," wherever used herein with respect to Debentures of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officer's Certificate establishing
the terms of such series pursuant to this Indenture:

          (a)  default in the payment, when due, of interest on any Debenture of
     that series and the default continues for a period of 30 days; provided,
     that during any Extension Period for the Debentures of that series, failure
     to pay interest on the Debentures of that series shall not constitute a
     Default or Event of Default hereunder, or

          (b)  default in the payment of the principal of or premium, if any, on
     any Debenture of such series when it becomes due, whether at maturity, upon
     any redemption, by declaration of acceleration of maturity or otherwise; or

          (c)  default in the deposit of any sinking fund payment when and as
     due by the terms of a Debenture of such series; or

                                       20



         (d) default in the performance or breach of any covenant or agreement
     of the Company in this Indenture (other than a covenant or agreement a
     default in the performance or the breach of which is elsewhere in this
     Section specifically dealt with or which has been expressly included in
     this Indenture solely for the benefit of a series of Debentures), and
     continuance of such breach or default for a period of 90 days after receipt
     by the Company of a "Notice of Default"; or

         (e)  a court of competent jurisdiction enters:

              (i)   a decree or order for relief in respect of the Company in an
     involuntary proceeding under any applicable Bankruptcy Law and such decree
     or order shall remain unstayed and in effect for a period of 60 consecutive
     days; or

              (ii)  a decree or order adjudging the Company to be insolvent, or
     approving a petition seeking reorganization, arrangement, adjustment or
     composition of the Company and such decree or order shall remain unstayed
     and in effect for a period of 60 consecutive days; or

              (iii) a final and non-appealable order appointing a Custodian of
     the Company or of any substantial part of the property of the Company, or
     ordering the winding up or liquidation of the affairs of the Company; or

         (f)  the Company pursuant to or within the meaning of any Bankruptcy
     Law: (i) commences a voluntary case or proceeding; (ii) consents to the
     entry of an order for relief against it in an involuntary case or
     proceeding; (iii) files a petition or answer or consent seeking
     reorganization or relief or consents to such filing or to the appointment
     of or taking possession by a Custodian of it or for all or substantially
     all of its property, and such Custodian is not discharged within 60 days;
     (iv) makes a general assignment for the benefit of its creditors; or (v)
     admits in writing its inability to pay its debts generally as they become
     due; or

         (g)  if applicable, failure by the Company to deliver the required
     securities or other rights upon an appropriate conversion or exchange
     election by Holders of the Debentures or the related Preferred Securities;
     or

         (h)  any other Event of Default provided in or pursuant to this
Indenture with respect to Debentures of such series.

     The term "Bankruptcy Law" means Title 11 of the United States Code, or any
similar federal or state bankruptcy, insolvency, reorganization or other law for
the relief of debtors. "Custodian" means any receiver, trustee, assignee,
liquidator, sequestrator, custodian or similar official under any Bankruptcy
Law.

     A Default under clause (d) above is not an Event of Default until (i) the
Trustee provides a "Notice of Default" to the Company or the Holders of at least
25% in aggregate principal amount of the Debentures of that series at the time
outstanding or, if that series of Debentures is held by a Trust, the holders of
at least 25% in aggregate liquidation amount of the outstanding Preferred
Securities of that Trust provide a "Notice of Default" to the Company and the
Trustee and (ii) the Company does not cure such Default within the time
specified in clause (d) above after receipt of such notice. Any such notice must
specify the Default, demand that it be remedied and state that such notice is a
"Notice of Default."

     SECTION 6.02 ACCELERATION

     If any Event of Default with respect to the Debentures of any series other
than an Event of Default under clause (e) or (f) of Section 6.01 occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Debentures of that series then outstanding may declare the
principal of, and any accrued interest on, all the Debentures of that series due
and payable immediately, provided that in the case of a series of Debentures
then held by a Trust, if upon an Event of Default with respect to the Debentures
of that series the Trustee has, or the Holders of at least 25% in aggregate
principal amount of the Debentures of that series then outstanding have, failed
to declare the principal of, and any accrued interest on, the Debentures of that
series to be immediately due and payable, the holders of at least 25% in
aggregate liquidation amount of the outstanding Preferred Securities of that
Trust shall have such right by a notice in writing to the Company and the
Trustee. If an Event of Default specified in clause (e) or (f) of Section

                                       21



6.01 occurs, the principal of, and any accrued interest on, all the Debentures
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Debentureholders.

     The foregoing paragraph, however, is subject to the condition that if, at
any time after the principal of the Debentures of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Debentures of that series and the
principal of and premium, if any, on all Debentures of that series which shall
have become due otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate accruing on the Debentures of that series to the date of such payment or
deposit) and the amount payable to the Trustee under Section 7.07, and any and
all Defaults under the Indenture, other than the nonpayment of principal of and
interest on Debentures of that series which shall not have become due by their
terms, shall have been remedied or waived as provided in Section 6.04, then and
in every such case the Holders of at least a majority in aggregate principal
amount of the Debentures of that series then outstanding (subject to, in the
case of any series of Debentures held as assets of a Trust and with respect to
which a Security Exchange has not theretofore occurred, such consent of the
holders of the Preferred Securities and the Common Securities of such Trust as
may be required under the Trust Agreement of such Trust), by written notice to
the Company and to the Trustee, may rescind and annul such declaration and its
consequences with respect to that series of Debentures; but no such rescission
and annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon.

     SECTION 6.03 OTHER REMEDIES

     If an Event of Default occurs and is continuing, the Trustee may, in its
own name or as trustee of an express trust, institute, pursue and prosecute any
proceeding, including without limitation, any action at law or suit in equity or
other judicial or administrative proceeding to collect the payment of principal
of or premium, if any, or interest on the Debentures of the series that is in
default, to enforce the performance of any provision of the Debentures of that
series or this Indenture or to obtain any other available remedy.

     The Trustee may maintain a proceeding even if it does not possess any of
the Debentures or does not produce any of the Debentures in the proceeding. A
delay or omission by the Trustee, any Debentureholder or the holders of
Preferred Securities in exercising any right or remedy accruing upon an Event of
Default shall not impair such right or remedy or constitute a waiver of, or
acquiescence in, such Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

     SECTION 6.04 WAIVER OF PAST DEFAULTS

     If a Default or Event of Default with respect to a series of Debentures has
occurred and is continuing, the Holders of at least a majority in aggregate
principal amount of the Debentures of that series at the time outstanding, or,
if that series of Debentures is held by a Trust, the holders of at least a
majority in aggregate liquidation amount of the Preferred Securities of that
Trust, in each case by notice to the Trustee and the Company, may waive an
existing Default or Event of Default and its consequences except a Default or
Event of Default in the payment of the principal of or premium, if any, or
interest on any Debenture of that series (unless such Event of Default has been
cured and a sum sufficient to pay all matured installments of interest and
premium, if any and principal due otherwise than by acceleration has been
deposited with the Trustee) or a default in respect of a covenant or provision
which under this Indenture cannot be modified or amended without the consent of
the holder of each outstanding Debenture of that series. When a Default or Event
of Default is waived, it is deemed cured and shall cease to exist, but no such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any consequent right.

     SECTION 6.05 CONTROL BY HOLDERS

     The Holders of at least a majority in aggregate principal amount of the
Debentures of a series or, if that series of Debentures is held by a Trust, the
holders of at least a majority in aggregate liquidation amount of the Preferred
Securities of that Trust, may direct the time, method and place of conducting
any proceeding for any remedy available

                                       22



to the Trustee, or of exercising any trust or power conferred on the Trustee, in
respect of such series of Debentures. However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture or that the Trustee
determines in good faith is unduly prejudicial to the rights of other
Debentureholders or may involve the Trustee in personal liability. The Trustee
may take any other action deemed proper by the Trustee which is not inconsistent
with such direction, including withholding notice to the Holders of the
Debentures of continuing default (except in the payment of the principal of
(other than any mandatory sinking fund payment) or premium, if any, or interest
on any Debentures) if the Trustee considers it in the interest of the Holders of
the Debentures to do so.

     SECTION 6.06 LIMITATION ON SUITS

     Except as provided in Section 6.07 or 6.08, no Holder of any series of
Debentures or holder of Preferred Securities of the Trust that is the Holder of
such series of Debentures may pursue any remedy with respect to this Indenture
or the Debentures unless:

         (a) the Holders of Debentures of such series or the holders of such
     Preferred Securities give to the Trustee written notice stating that an
     Event of Default with respect to the corresponding Debentures of such
     series has occurred and is continuing;

         (b) the Holders of at least 25% in aggregate principal amount of the
     outstanding Debentures of that series or the holders of at least 25% in
     aggregate liquidation amount of such Preferred Securities make a written
     request to the Trustee to pursue a remedy;

         (c) the Holders of Debentures of such series or the holders of such
     Preferred Securities provide to the Trustee reasonable security and
     indemnity against any loss, liability or expense satisfactory to the
     Trustee;

         (d) the Trustee does not comply with the request within 60 days after
     receipt of the notice, the request and the offer of security and indemnity;
     and

         (e) during such 60 day period, the Holders of at least a majority in
     aggregate principal amount of the Debentures of that series or the holders
+     of at least a majority in aggregate liquidation amount of such Preferred
     Securities do not give the Trustee a direction inconsistent with the
     request, it being understood and intended that no one or more of such
     Holders shall have any right in any manner whatever by virtue of, or by
     availing of, any provision of this Indenture or any Debenture to affect,
     disturb or prejudice the rights of any other such Holders, or to obtain or
     seek to obtain priority or preference over any other of such Holders or to
     enforce any right under this Indenture, except in the manner herein
     provided and for the equal and ratable benefit of all such Holders.

     SECTION 6.07 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
     AND INTEREST

     Notwithstanding any other provision of this Indenture, the Holder of any
Debenture shall have the right which is absolute and unconditional to receive
payment of the principal of, premium, if any, and (subject to Section 2.02)
interest on such Debenture on the respective due dates expressed in such
Debenture (or, in the case of redemption, on the Redemption Date) and to convert
or exchange such Debentures in accordance with its terms, if applicable, and to
institute suit for the enforcement of such payment or conversion or exchange,
and such right shall not be impaired without the consent of such Holder.

     SECTION 6.08 DIRECT ACTION RIGHT OF HOLDERS OF TRUST PREFERRED SECURITIES

     If an Event of Default has occurred and is continuing and is attributable
either to (a) the failure of the Company to pay the principal of or premium, if
any, or interest on the Debentures on the due date therefor or (b) the failure
by the Company to deliver the required securities or other rights upon an
appropriate conversion or exchange right election, and an event of default has
occurred and is continuing under the applicable Trust Agreement, a holder of the
related Preferred Securities, in lieu of any action that may otherwise be taken
hereunder as a Holder of Debentures, may institute a legal proceeding directly
against the Company for enforcement of payment to such holder of the principal

                                       23



of or premium, if any, or interest on such Debentures having a principal amount
equal to the liquidation amount of the Preferred Securities held by such holder
or for enforcement of such conversion or exchange rights, as the case may be (a
"Direct Action"). Notwithstanding anything contained herein to the contrary, the
Company may not amend this Indenture to remove the foregoing right to bring a
Direct Action without the prior written consent of the holders of all of the
Preferred Securities outstanding. Notwithstanding any payments made to a holder
of Preferred Securities by the Company in connection with a Direct Action, the
Company shall remain obligated to pay the principal of and premium, if any, or
interest on the related Debentures, and the Company shall be subrogated to the
rights of the holder of such Preferred Securities with respect to payments on
the Preferred Securities to the extent of any payments made by the Company to
such holder in any Direct Action.

     SECTION 6.09 COLLECTION SUITS BY THE TRUSTEE

     The Company covenants that if:

         (a) default is made in the payment of any interest on any Debenture
     when such interest becomes due and payable and such default continues for a
     period of 30 days, or

         (b) default is made in the payment of the principal of or premium, if
     any, on any Debenture on the Stated Maturity Date or Redemption Date
     thereof, the Company will, upon demand of the Trustee, pay to it, for the
     benefit of the Holder of such Debenture, the whole amount then due and
     payable on such Debenture for principal, premium, if any, and interest and,
     to the extent that payment of such interest shall be legally enforceable,
     interest on any overdue principal and premium, if any, and on any overdue
     interest, at the rate or rates prescribed therefor in such. Debenture and
     in addition thereto, such further amount as shall be sufficient to cover
     the costs and expenses of collection, including the reasonable
     compensation, expenses, disbursements and advances of the Trustee, its
     agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Debenture and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Debenture, wherever
situated.

     If an Event of Default with respect to Debentures of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Debentures of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or such Debentures or in aid of the
exercise of any power granted herein, or to enforce any other remedy available
under this Indenture or by law.

     SECTION 6.10 TRUSTEE MAY FILE PROOFS OF CLAIM

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or its properties or assets, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise:

         (a) to file and prove a claim for the whole amount of the principal of
     and premium, if any, and interest on the Debentures and to file such other
     papers or documents as may be necessary or advisable in order to have the
     claims of the Trustee (including any claim for the reasonable compensation,
     expenses, disbursements and advances of the Trustee, its agents and
     counsel) and of the Holders of Debentures allowed in such judicial
     proceeding; and

         (b) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same; and any
     Custodian in any such judicial proceeding is hereby authorized by each
     Holder to make such payments to the Trustee and, in the event that the
     Trustee shall consent to the making of such payments directly to the
     Holders, to pay the Trustee any amount due it for the reasonable
     compensation, expenses,

                                       24



     disbursements and advances of the Trustee, its agents and counsel, and any
     other amounts due the Trustee under Section 7.07.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a
Debenture any plan of reorganization, arrangement, adjustment or composition
affecting the Debentures or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

     SECTION 6.11 PRIORITIES

     If the Trustee collects any money pursuant to this Article 6, it shall,
subject to Article 10, pay out the money in the following order:

         FIRST:   to the Trustee for amounts due under Section 7.07;

         SECOND:  to Holders of Debentures in respect of which or for the
     benefit of which such money has been collected for amounts due and unpaid
     on such Debentures for the principal thereof or premium, if any, or
     interest, if any, thereon ratably, without preference or priority of any
     kind, according to such amounts due and payable on such Debentures; and

         THIRD:   the balance, if any, to the Company.

     Except as otherwise set forth in the Debentures, the Trustee may fix a
Record Date and payment date for any payment to Debentureholders pursuant to
this Section.

     SECTION 6.12 UNDERTAKING FOR COSTS

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
(other than the Trustee) in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a Holder of Debentures or holder of Preferred Securities pursuant to Section
6.07 or 6.08 or a suit by Holders of Debentures of more than 10% in aggregate
principal amount of the outstanding Debentures of any series or, if a series of
Debentures is held by a Trust, the holders of more than 10% in aggregate
liquidation amount of the Preferred Securities of that Trust.

                                    ARTICLE 7
                                   THE TRUSTEE

     SECTION 7.01 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE

         (a) If an Event of Default occurs and is continuing with respect to the
Debentures of any series, the Trustee shall exercise the rights and powers
vested in it by this Indenture with respect to that series and use the same
degree of care and skill in its exercise as a prudent person would exercise or
use under the circumstances in the conduct of his or her own affairs.

         (b) Except during the continuance of an Event of Default with respect
to the Debentures of any series, (i) the Trustee need perform only those duties
with respect to that series that are specifically set forth in this Indenture or
the TIA and no others; and (ii) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, in the case of any certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine the certificates

                                       25



and opinions to determine whether or not they conform to the requirements of
this Indenture (but shall not be required to confirm or investigate the accuracy
of mathematical calculations or other facts stated therein).

          (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

               (i)   this clause (c) does not limit the effect of Section
     7.01(b);

               (ii)  the Trustee shall not be liable for any error of judgment
     made in good faith by a Responsible Officer unless it is proved that the
     Trustee was negligent in ascertaining the pertinent facts; and

               (iii) the Trustee shall not be liable with respect to any action
     it takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05.

          (d)  Every provision of this Indenture that in any way relates to the
Trustee is subject to Section 7.01 (a), (b), (c) and (e) and Section 7.02.

          (e)  The Trustee may refuse to perform any duty or exercise any right
or power unless it receives security and indemnity reasonably satisfactory to it
against any loss, liability or expense (including reasonable counsel fees).

          (f)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur personal liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that the repayment of
such funds or liability is not reasonably assured to it under the terms of this
Indenture or indemnity reasonably satisfactory to the Trustee against such risk
or liability is not reasonably assured to it.

          (g)  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall not be liable for interest on any money held by it hereunder except as
otherwise agreed with the Company.

     SECTION 7.02 RIGHTS OF THE TRUSTEE

     Subject to Sections 315(a) through 315(d) of the TIA:

          (a)  the Trustee may conclusively rely and shall be protected in
     acting or refraining from acting upon any resolution, certificate,
     statement, instrument, opinion, report, notice, request, direction,
     consent, order, bond, debenture, note, coupon or other evidence of
     indebtedness or other paper or document reasonably believed by it to be
     genuine and to have been signed or presented by the proper party or
     parties;

          (b)  any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Order (in each case, other than
     delivery of any Debenture to the Trustee for authentication and delivery
     pursuant to Section 2.03 which shall be sufficiently evidenced as provided
     therein) and any resolution of the Board of Directors may be sufficiently
     evidenced by a Board Resolution;

          (c)  whenever in the administration of this Indenture the Trustee
     shall deem it desirable that a matter be proved or established prior to
     taking, suffering or omitting any action hereunder, the Trustee (unless
     other evidence shall be herein specifically prescribed) may, in the absence
     of bad faith on its part, rely upon an Officer's Certificate;

          (d)  the Trustee may consult with counsel of its selection and the
     advice of such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken, suffered or
     omitted by it hereunder in good faith and in reliance thereon;

                                       26



          (e)  the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by or pursuant to this Indenture at the
     request or direction of any of the Holders of Debentures of any series
     pursuant to this Indenture, unless such Holders shall have offered to the
     Trustee reasonable security or indemnity against the costs, expenses and
     liabilities which might be incurred by it in compliance with such request
     or direction;

          (f)  the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, coupon or other paper or document, but the Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit, and, if the Trustee shall determine to make
     such further inquiry or investigation, it shall be entitled to examine,
     during business hours and upon reasonable notice, the books, records and
     premises of the Company, personally or by agent or attorney at the
     reasonable cost of the Company;

          (g)  the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder;

          (h)  the Trustee shall not be deemed to have notice of any Default or
     Event of Default unless a Responsible Officer of the Trustee has actual
     knowledge thereof or unless written notice of any event which is in fact
     such a default is received by the Trustee at the Corporate Trust Office of
     the Trustee, and such notice references the Debentures and this Indenture;
     and

          (i)  the rights, privileges, protections, immunities and benefits
     given to the Trustee, including, without limitation, its right to be
     indemnified, are extended to, and shall be enforceable by, the Trustee in
     each of its capacities hereunder, and to each agent, custodian and other
     Person employed to act hereunder.

     SECTION 7.03  NOT RESPONSIBLE FOR RECITALS OR ISSUANCES OF DEBENTURES

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Debentures. The Trustee shall not be accountable for the
Company's use of the proceeds from the Debentures, and the Trustee shall not be
responsible for any statement in this Indenture or the Debentures or any report
or certificate issued by the Company hereunder or any registration statement
relating to the Debentures (other than the Trustee's Certificate of
Authentication and the Trustee's Statement of Eligibility on Form T-1), or the
determination as to which beneficial owners are entitled to receive any notices
hereunder.

     SECTION 7.04  MAY HOLD SECURITIES

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Debentures and, subject to Sections
608 and 613 of the TIA, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

     SECTION 7.05  NOTICE OF DEFAULTS

     If a Default occurs and is continuing with respect to the Debentures of any
series and if it is known to the Trustee, the Trustee shall mail to each Holder
of a Debenture of that series notice of the Default within 90 days after it
becomes known to the Trustee unless such Default shall have been cured or
waived. Except in the case of a Default described in Section 6.01(a), (b) or
(g), the Trustee may withhold such notice if and so long, as a committee of
Responsible Officers in good faith determines that the withholding of such
notice is in the interests of the Holders of the Debentures of that series. The
Trustee shall not be charged with knowledge of any Default unless a Responsible
Officer assigned to the Corporate Trust Department of the Trustee shall have
actual knowledge of the Default. The second sentence of this Section shall be in
lieu of the proviso to TIA Section 315(b). Said proviso is hereby expressly
excluded from this Indenture, as permitted by the TIA.

                                       27



     SECTION 7.06  REPORTS BY TRUSTEE TO HOLDERS

     Within 60 days after each September 1, beginning with the September 1 next
following the date of this Indenture, the Trustee shall mail to each
Debentureholder, and such other holders that have submitted their names to the
Trustee for such purpose, a brief report dated as of such September 1 in
accordance with and to the extent required under TIA Section 313.

     A copy of each report at the time of its mailing to Debentureholders shall
be filed with the Company, the SEC and any securities exchange on which the
Debentures are listed. The Company agrees to promptly notify the Trustee
whenever the Debentures become listed on any securities exchange and of any
listing, thereof.

     SECTION 7.07  COMPENSATION AND INDEMNITY

     The Company covenants and agrees:

          (a)  to pay to the Trustee from time to time such compensation as
     shall be agreed in writing between the Company and the Trustee for all
     services rendered by it hereunder (which compensation shall not be limited
     by any provision of law in regard to the compensation of a trustee of an
     express trust);

          (b)  to reimburse the Trustee upon its request for reasonable
     expenses, disbursements and advances incurred or made by the Trustee in
     accordance with any provision of this Indenture (including the reasonable
     compensation and the expenses, and advances of its agents and counsel),
     including all reasonable expenses and advances incurred or made by the
     Trustee in connection with any Default or Event of Default or any
     membership on any creditors' committee, except any such expense or advance
     as may be attributable to its negligence, willful misconduct or bad faith;
     and

          (c)  to the fullest extent permitted by law, to indemnify each of the
     Trustee, or any predecessor Trustee, its officers, employees, directors and
     shareholders, for, and to hold it harmless against, any and all loss,
     damage, claim, liability or expense, including taxes (other than taxes
     based upon, measured by or determined by the income of the Trustee or any
     predecessor Trustee), incurred without negligence or willful misconduct on
     its part, arising out of or in connection with the acceptance or
     administration of this trust, including the reasonable costs and expenses
     of defending itself against any claim or liability in connection with the
     exercise or performance of any of its powers or duties hereunder.

     Before, after or during an Event of Default with respect to the Debentures
of a series, the Trustee shall have a claim and lien prior to the
Debentureholders of that series as to all property and funds held by it
hereunder for any amount owing it for its fees and expenses or any predecessor
Trustee pursuant to this Section, except with respect to funds held by the
Trustee or any Paying Agent in trust for the payment of principal of or premium,
if any, or interest on Debentures pursuant to Section 2.05 or Section 8.01.

     The Company's payment and indemnity obligations pursuant to this Section
are not subject to Article 10 of this Indenture and shall survive the discharge
of this Indenture. When the Trustee renders services or incurs expenses after
the occurrence of a Default specified in Section 6.01, the compensation for
services and expenses are intended to constitute expenses of administration
under any Bankruptcy Law.

     SECTION 7.08  ELIGIBILITY; DISQUALIFICATION

          (a)  The Trustee shall at all times satisfy the requirements of the
TIA Sections 310(a)(1) and 310(a)(2). The Trustee (or any Affiliate thereof
which has unconditionally guaranteed the obligations of the Trustee hereunder)
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recently published annual report of condition. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

                                       28



          (b)  The Trustee shall comply with TIA Section 310(b). In determining
whether the Trustee has conflicting interests as defined in TIA Section
310(b)(1), the provisions contained in the proviso to TIA Section 310(b)(1) and
the Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated
herein.

     SECTION 7.09 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR

          (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 7.10.

          (b)  The Trustee may resign at any time with respect to the Debentures
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 7.10 shall
not have been delivered to the Trustee within 60 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Debentures of such series.

          (c)  If the Trustee has or shall acquire any conflicting interest, as
defined in Section 310(b) of the TIA, with respect to the Debentures of any
series, it shall, within 90 days after ascertaining it has such conflicting
interest, either eliminate the conflicting interest or resign with respect to
the Debentures of that series in the manner set forth in this Section.

          (d)  The Trustee may be removed at any time with respect to the
Debentures of any series by Act of the Holders of at least a majority in
principal amount of the outstanding Debentures of such series, delivered to the
Trustee and to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, the Trustee being removed may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.

          (e)  If at any time:

               (i)   the Trustee shall fail to comply with clause (c) of this
     Section after written request therefor by the Company or by any Holder of a
     Debenture who has been a bona fide Holder of a Debenture for at least six
     months; or

               (ii)  the Trustee shall cease to be eligible under Section
     7.08(a) and shall fail to resign after written request therefor by the
     Company or by any such Holder; or

               (iii) the Trustee shall become incapable of acting or shall be
     adjudged bankrupt or insolvent, or a receiver of Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation, then, in any such case, (1)
     the Company by a Board Resolution may remove the Trustee with respect to
     all Debentures, or (2) subject to Section 6.12, any Holder of a Debenture
     who has been a bona fide Holder of a Debenture for at least six months may,
     on behalf of himself and all others similarly situated, petition any court
     of competent jurisdiction for the removal of the Trustee with respect to
     all Debentures of such series and the appointment of a successor Trustee or
     Trustees.

          (f)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Debentures of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Debentures of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Debentures of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Debentures of any particular series) and shall comply with
the applicable requirements of Section 7.10. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Debentures of any series shall be
appointed by Act of the Holders of at least a majority in principal amount of
the

                                       29



outstanding Debentures of such series, notice of such appointment shall be
delivered to the Company and the retiring Trustee. The successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 7.10, become the successor Trustee
with respect to the Debentures of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Debentures of any series shall have been so appointed by the Company or
the Holders of Debentures and accepted appointment in the manner required by
Section 7.10, any Holder of a Debenture who has been a bona fide Holder of a
Debenture of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Debentures of such
series.

          (g)  The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Debentures of any series and each
appointment of a successor Trustee with respect to the Debentures of any series
in the manner provided in Section 13.02. Each notice shall include the name of
the successor Trustee with respect to the Debentures of such series and the
address of its Corporate Trust Office.

     SECTION 7.10  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

          (a)  In case of the appointment hereunder of a successor Trustee with
respect to all Debentures, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

          (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Debentures of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Debentures of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and deeds of the Trustee with respect to the Debentures of that or those
series which the appointment of such successor Trustee relates, (ii) if the
retiring Trustee is not retiring with respect to all Debentures, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Debentures of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (iii) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees as co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Debentures of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Debentures of
that or those series to which the appointment of such successor Trustee relates.

          (c)  Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

          (d)  No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

                                       30



     SECTION 7.11 SUCCESSOR TRUSTEE BY MERGER

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Trustee.

                                    ARTICLE 8
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     SECTION 8.01 SATISFACTION AND DISCHARGE OF INDENTURE

     Upon the direction of the Company by a Company Order, this Indenture shall
cease to be of further effect with respect to any series of Debentures as
specified in such Company Order, and the Trustee, on receipt of a Company Order,
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

         (a)  either:

              (i)  all Debentures of such series theretofore authenticated and
     delivered (other than (1) Debentures of such series which have been
     destroyed, lost or stolen and which have been replaced or paid as provided
     in Section 2.08, and (2) Debentures of such series for whose payment money
     has theretofore been deposited in trust or segregated and held in trust by
     the Company and thereafter repaid to the Company or discharged from such
     trust, as provided in Section 8.04) have been delivered to the Trustee for
     cancellation; or

              (ii) all Debentures of such series not theretofore delivered to
     the Trustee for cancellation:

                  (1) have become due and payable; or

                  (2) will become due and payable at their stated maturity
         within one year; or

                  (3) if redeemable at the option of the Company, are to be
         called for redemption within one year under arrangements satisfactory
         to the Trustee for the giving of notice of redemption by the Trustee in
         the name, and at the expense, of the Company, and the Company, in the
         case of (1), (2) or (3) above, has deposited or caused to be deposited
         with the Trustee as trust funds in trust for such purpose, (a) cash
         (which may be held in an interest bearing account insured by the
         Federal Deposit Insurance Corporation), or (b) U.S. Government
         Obligations, maturing as to principal and interest at such times and in
         such amounts as will ensure the availability of cash, or (c) a
         combination thereof, in an amount sufficient to pay and discharge the
         entire indebtedness on such Debentures not theretofore delivered to
         the Trustee for cancellation, including the principal of, and premium,
         if any, and interest on such Debentures, to the date of such deposit
         (in the case of Debentures which have become due and payable) or to
         the Stated Maturity Date or Redemption Date thereof, as the case may
         be together with an Officer's Certificate and an Opinion of Counsel,
         each stating that all conditions precedent herein provided for
         relating to the satisfaction and discharge of this Indenture have been
         complied with; and

         (b)  the Company has paid or caused to be paid all other sums payable
hereunder by the Company with respect to the outstanding Debentures of such
series.

     In the event there are Debentures of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Debentures of such series as to which it is Trustee and if the other conditions
thereto are met.

     Notwithstanding the satisfaction and discharge of this Indenture, with
respect to any series of Debentures, the obligations of the Company to the
Trustee under Section 7.07 and, if money shall have been deposited with the
Trustee pursuant to clause (a)(ii) of this Section, the following obligations of
the Company and the Trustee with respect to the


                                       31



Debentures of such series, shall survive: (i) the rights of registration of
transfer and exchange of Debentures of such series; (ii) the replacement of
apparently mutilated, defaced, destroyed, lost or stolen Debentures of such
series; (iii) the rights of the Holders of the Debentures of such series to
receive payments of the principal of and premium, if any, interest on the
Debentures of such series; (iv) the rights of the Holders of the Debentures of
such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them; (v) the obligation of the
Company to maintain an Office or Agency for payments on and registration of
transfer of the Debentures of such series; (vi) the rights, obligations and
immunities of the Trustee hereunder; and (vii) any rights to convert or exchange
the Debentures of such series into other securities or rights in accordance with
their terms.

     SECTION 8.02 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF
                  DEBENTURES

     Subject to Section 8.04, all moneys deposited with the Trustee pursuant to
Section 8.01 shall be held in trust and applied by it to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent), to the Holders of the Debentures of the series for the payment or
redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest, but such money
need not be segregated from other funds except to the extent required by law.

     SECTION 8.03 REPAYMENT OF MONEYS HELD BY PAYING AGENT

     In connection with the satisfaction and discharge of this Indenture, all
moneys then held by any Paying Agent under this Indenture shall, upon demand of
the Company, be repaid to it or paid to the Trustee, and thereupon such Paying
Agent shall be released from all further liability with respect to such moneys.

     SECTION 8.04 RETURN OF MONEYS HELD BY THE TRUSTEE AND PAYING AGENT
                  UNCLAIMED FOR TWO YEARS

     Any moneys deposited with or paid to the Trustee or any Paying Agent for
the payment of the principal of and premium, if any, or interest on the
Debentures of any series and not applied but remaining unclaimed for two years
after the date when such principal, premium, if any, or interest shall have
become due and payable shall, unless otherwise required by mandatory provisions
of applicable escheat or abandoned or unclaimed property law, be repaid to the
Company by the Trustee or such Paying Agent, and the Holders of such Debentures
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property laws, thereafter look only to the Company for
any payment which such Holder may be entitled to collect as a general unsecured
creditor, and all liability of the Trustee or any Paying Agent with respect to
such moneys shall thereupon cease.

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

     SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS

     From time to time, when authorized by a resolution of the Board of
Directors, the Company and the Trustee, without notice to or the consent of any
Holders of the Debentures, may amend or supplement this Indenture:

         (a) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company
     contained herein and in the Debentures; or

         (b) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Debentures (as shall be specified in such
     supplemental indenture or indentures) or to surrender any right or power
     herein conferred upon the Company; provided, however, that in respect of
     any such additional covenant, or restriction or condition on the Company,
     such supplemental indenture may provide for a particular period of grace
     after default (which period may be shorter or longer than that allowed in
     the case of other defaults) or may provide for an immediate, enforcement
     upon such default or may limit the remedies available to the Trustee upon
     such default; or


                                       32



         (c) to add any additional Events of Default with respect to all or any
     series of Debentures (as shall be specified in such supplemental
     indenture); or

         (d) to change or eliminate any of the provisions of this Indenture,
     provided, that any such change or elimination shall become effective only
     when there is no Debenture outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

         (e) to establish the form or terms of Debentures of any series as
     permitted by Section 2.01 or, in lieu of any such supplemental indenture,
     the Company may provide the Trustee with an Officer's Certificate with
     respect to the form or terms of such Debentures; or

         (f) to evidence and provide for the acceptance of appointment hereunder
     by a successor Trustee with respect to the Debentures of one or more
     series, and to add to or change any of the provisions of this Indenture as
     shall be necessary to provide for or facilitate the administration of the
     trusts hereunder by more than one Trustee; or

         (g) to cure any ambiguity, to correct or supplement any provision
     herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision herein or in any supplemental
     indenture, or to make any other provisions with respect to matters or
     questions arising under this Indenture, which shall not adversely affect
     the interests of the Holders of Debentures of any series then outstanding
     in any material respect; or

         (h) to add to, delete from or revise the conditions, limitations and
     restrictions on the authorized amount, terms or purposes of issue,
     authentication and delivery of Debentures as herein set forth; or

         (i) to maintain qualification of this Indenture under the TIA; or

         (j) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Debentures provided that any such action shall
     not adversely affect the interests of any Holder of a Debenture of such
     series or any other Debenture in any material respect.

     SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS

     The Company and the Trustee may amend this Indenture in any manner not
permitted by Section 9.01 or may waive future compliance by the Company with any
provisions of this Indenture with the consent of the Holders of at least a
majority in aggregate principal amount of the Debentures of each series affected
thereby then outstanding (and, in the case of any series of Debentures held as
assets of a Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of holders of the Preferred Securities and
the common securities of such Trust as may be required under the Trust Agreement
of such Trust). Such an amendment or waiver may not, without the consent of each
Holder of any Debenture affected thereby:

         (a) reduce the principal amount of such Debentures;

         (b) reduce the percentage of the principal amount of such Debentures
     the Holders of which must consent to an amendment of this Indenture or a
     waiver;

         (c) change (i) the stated maturity of the principal of or the interest
     on such Debentures, except in connection with any Extension Period, (ii)
     the rate of interest (or the manner of calculation thereof) on such
     Debentures, or (iii) the duration of the maximum consecutive period that
     payments of interest on such Debentures may be deferred;

         (d) change adversely to the Holders the redemption, conversion or
     exchange provisions applicable to such Debentures, if any;

         (e) change the currency in respect of which the payments on such
     Debentures are to be made;


                                       33



         (f) make any change in Article 10 that adversely affects the rights of
     the Holders of the Debentures or any change to any other Section hereof
     that adversely affects their rights under Article 10; or

         (g) change Section 6.07 or 6.08; provided that, in the case of the
outstanding Debentures of a series then held by a Trust, no such amendment shall
be made that adversely affects the holders of the Preferred Securities of that
Trust, and no waiver of any Event of Default with respect to the Debentures of
that series or compliance with any covenant under this Indenture shall be
effective, without the prior consent of the holders of at least a majority of
the aggregate liquidation amount of the outstanding Preferred Securities of that
Trust or the holder of each such Preferred Security, as applicable.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

     A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Debentures, or which modifies the
rights of the Holders of Debentures of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Debentures of any other series.

     It shall not be necessary for the consent of the Holders of Debentures or
holders of Preferred Securities under this Section to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent
approves the substance thereof.

     If certain Holders agree to defer or waive certain obligations of the
Company hereunder with respect to Debentures held by them, such deferral or
waiver shall not affect the rights of any other Holder to receive the payment or
performance required hereunder in a timely manner.

     After an amendment or waiver under this Section becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment or
waiver. Any failure of the Company to mail such notices, or any defect therein,
shall not, however, in any way impair or affect the validity of such amendment
or waiver.

     SECTION 9.03 COMPLIANCE WITH TRUST INDENTURE ACT

     Every supplemental indenture executed pursuant to this Article 9 shall
comply with the TIA.

     SECTION 9.04 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS

     Until an amendment, waiver or other action by Holders becomes effective, a
consent, waiver or any other action by a Holder of a Debenture hereunder is a
continuing consent by the Holder and every subsequent Holder of that Debenture
or portion of the Debenture that evidences the same obligation as the consenting
Holder's Debenture, even if notation of the consent, waiver or action is not
made on such Debenture. However, any such Holder or subsequent Holder may revoke
the consent, waiver or action as to such Holder's Debenture or portion of the
Debenture if the Trustee receives the notice of revocation before the consent of
the requisite aggregate principal amount of such Debentures then outstanding has
been obtained and not revoked. After an amendment, waiver or action becomes
effective, it shall bind every Holder of the Debentures of the related series,
except as provided in Section 9.02.

     The Company may, but shall not be obligated to, fix a Record Date for the
purpose of determining the Persons entitled to consent to any amendment or
waiver. If a Record Date is fixed, then, notwithstanding the first two sentences
of the immediately preceding paragraph, only Holders of Debentures or holders of
Preferred Securities, as applicable,


                                       34



on such Record Date or their duly designated proxies, and only those Persons,
shall be entitled to consent to such amendment, supplement or waiver or to
revoke any consent previously given, whether or not such Persons continue to be
such after such Record Date. No such consent shall be valid or effective for
more than 90 days after such Record Date.

     SECTION 9.05   NOTATION ON OR EXCHANGE OF DEBENTURES

     Debentures of the related series authenticated and made available for
delivery after the execution of any supplemental indenture pursuant to this
Article 9 may, and shall, if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Debentures so modified to
conform, in the opinion of the Trustee and the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and made available for delivery by the Trustee in exchange for
outstanding Debentures.

     SECTION 9.06   EXECUTION OF SUPPLEMENTAL INDENTURES

     The Trustee shall execute any supplemental indenture authorized pursuant to
this Article 9 if the supplemental indenture does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, execute it. In executing such supplemental indenture,
the Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Officer's Certificate and Opinion of Counsel stating that such
supplemental indenture is authorized or permitted by this Indenture.

     SECTION 9.07   EFFECT OF SUPPLEMENTAL INDENTURES

     Upon the execution of any supplemental indenture under this Article 9, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes and every Holder
of Debentures of the related series theretofore or thereafter authenticated and
made available for delivery hereunder shall be bound thereby.

                                   ARTICLE 10
                                  SUBORDINATION

     SECTION 10.01  DEBENTURES SUBORDINATED TO SENIOR INDEBTEDNESS

     Notwithstanding the provisions of Section 6.11 or any other provision
herein or in any Debenture, the Company and the Trustee and, by their acceptance
thereof, the Holders of the Debentures (a) covenant and agree that all payments
by the Company of the principal of and premium, if any, and interest on the
Debentures (other than Debentures which have been discharged pursuant to Article
8 or Debentures that provide for a sinking fund pursuant to Article 11) shall be
subordinated in accordance with the provisions of this Article 10 to the prior
payment in full, in cash or cash equivalents, of all amounts payable on, under
or in connection with Senior Indebtedness, and (b) acknowledge that holders of
Senior Indebtedness are or shall be relying on this Article 10. Nothing herein
or in any Debenture is intended to or shall limit the amount of Senior
Indebtedness the Company may incur.

     SECTION 10.02  PRIORITY AND PAYMENT OF PROCEEDS IN CERTAIN EVENTS:
                    REMEDIES STANDSTILL

         (a) Upon any payment or distribution of assets or securities of the
Company, as the case may be, of any kind or character, whether in cash, property
or securities, upon any dissolution or winding up or total or partial
liquidation or reorganization of the Company, whether voluntary or involuntary,
or in bankruptcy, insolvency, receivership or other proceedings, all amounts
payable on, under or in connection with Senior Indebtedness (including any
interest accruing on such Senior Indebtedness subsequent to the commencement of
a bankruptcy, insolvency, receivership or similar proceeding) shall first be
paid in full in cash, or payment provided for in cash or cash equivalents,
before the Holders or the Trustee on behalf of the Holders or the holders of
Preferred Securities shall be entitled to receive from the


                                       35



Company any payment of principal of or premium, if any, or interest on the
Debentures or distribution of any assets or securities.

          (b)  No direct or indirect payment by or on behalf of the Company of
principal of or premium, if any, or interest on the Debentures (other than
Debentures which have been discharged pursuant to Article 8 or Debentures that
provide for a sinking fund pursuant to Article 11), whether pursuant to the
terms of the Debentures or upon acceleration or otherwise, shall be made if, at
the time of such payment, there exists (i) a default in the payment of all or
any portion of any Senior Indebtedness and the Trustee has received written
notice thereof from the Company, from holders of Senior Indebtedness or from any
trustee, representative or agent therefor, or (ii) any other default affecting
Senior Indebtedness as a result of which the maturity of Senior Indebtedness has
been accelerated and the Trustee has received written notice from the Company,
from holders of Senior Indebtedness or from any trustee, representative or agent
therefor, and such default shall not have been cured or waived by or on
behalf-of the holders of such Senior Indebtedness.

          (c)  If, notwithstanding the foregoing provisions prohibiting such
payment or distribution, the Trustee or any Holder shall have received any
payment on account of the principal of or premium, if any, or interest on the
Debentures when such payment is prohibited by this Section and before all
amounts payable on, under or in connection with Senior Indebtedness are paid in
full in cash or cash equivalents, then and in such event (subject to the
provisions of Section 10.08) such payment or distribution shall be received and
held in trust for the holders of Senior Indebtedness and, at the written
direction of the trustee, representative or agent for the holders of the Senior
Indebtedness, shall be paid to the holders of the Senior Indebtedness remaining
unpaid to the extent necessary to pay such Senior Indebtedness in full in cash
or cash equivalents.

     Upon any payment or distribution of assets or securities referred to in
this Article 10, the Trustee and the Holders shall be entitled to rely upon any
order or decree of a court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending, and upon a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making any such payment or distribution, delivered to the
Trustee for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
10.

     SECTION 10.03 PAYMENTS WHICH MAY BE MADE PRIOR TO NOTICE

     Nothing in this Article 10 or elsewhere in this Indenture shall prevent (a)
the Company, except under the conditions described in Section 10.02, from making
payments of principal of or premium, if any, or interest on the Debentures or
from depositing with the Trustee any monies for such payments, or (b) the
application by the Trustee of any monies deposited with it for the purpose of
making such payments of principal of or premium, if any, or interest on the
Debentures, to the Holders entitled thereto, unless at least two Business Days
prior to the date when such payment would otherwise (except for the prohibitions
contained in Section 10.02) become due and payable, the Trustee shall have
received the written notice provided for in Section 10.02(b)(i) or (ii).

     SECTION 10.04 RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT TO BE IMPAIRED

     No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time or in any way be
prejudiced or impaired by any act or failure to act in good faith by any such
holder, or by any noncompliance by the Company with the terms and provisions and
covenants herein regardless of any knowledge thereof any such holder may have or
otherwise be charged with.

     The provisions of this Article 10 are intended to be for the benefit of,
and shall be enforceable directly by, the holders of Senior Indebtedness.
Notwithstanding anything to the contrary in this Article 10, to the extent any
Holders or the Trustee have paid over or delivered to any holder of Senior
Indebtedness any payment or distribution received on account of the principal of
or premium, if any, or interest on the Debentures to which any other holder of
Senior Indebtedness shall be entitled to share in accordance with Section 10.02,
no holder of Senior Indebtedness shall have

                                       36



a claim or right against any Holders or the Trustee with respect to any such
payment or distribution or as a result of the failure to make payments or
distributions to such other holder of Senior Indebtedness.

     SECTION 10.05 TRUSTEE MAY TAKE ACTION TO EFFECTUATE SUBORDINATION

     Each Holder of a Debenture, by his acceptance thereof, authorizes and
directs the Trustee on his behalf to take such action as may be required by the
trustee, representative or agent for holders of Senior Indebtedness or by the
Company to effectuate, as between the holders of Senior Indebtedness and the
Holders, the subordination as provided in this Article 10 and appoints the
Trustee his attorney-in-fact for any and all such purposes.

     SECTION 10.06 SUBROGATION

     Upon the payment in full, in cash or cash equivalents, of all Senior
Indebtedness, any Holder shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments or distributions of assets of the
Company in respect of such Senior Indebtedness until the Debentures shall be
paid in full; and for the purposes of such subrogation, no payments or
distributions to holders of such Senior Indebtedness of any cash property or
securities to which such Holders of the Debentures would be entitled except for
this Article 10, and no payment pursuant to this Article 10 to holders of such
Senior Indebtedness by such Holders of the Debentures, shall, as between the
Company, its creditors other than holders of such Senior Indebtedness and such
Holders of the Debentures, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness, it being understood that the provisions of
this Article 10 are solely for the purpose of defining the relative rights of
the holders of such Senior Indebtedness, on the one hand, and such Holders of
the Debentures, on the other hand.

     If any payment or distribution to which Holders of Debentures would
otherwise have been entitled but for the provisions of this Article 10 shall
have been applied, pursuant to this Article 10, to the payment of all Senior
Indebtedness, then and in such case such Holders of the Debentures shall be
entitled to receive from the holders of such Senior Indebtedness at the time
outstanding any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount sufficient to pay, in cash or cash
equivalents, all such Senior Indebtedness in full.

     SECTION 10.07 OBLIGATIONS OF COMPANY UNCONDITIONAL; REINSTATEMENT

     Nothing in this Article 10 or elsewhere in this Indenture or in any
Debenture is intended to or shall impair, as between the Company and Holders of
the Debentures, the obligations of the Company, which are absolute and
unconditional, to pay to such Holders the principal of and premium, if any, and
interest on the Debentures as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of such Holders of the Debentures and creditors of the Company other than
the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or any Holder of Debentures or holder of Preferred
Securities, as applicable, from exercising all remedies otherwise permitted by
applicable law under this Indenture, subject to the rights, if any, under this
Article 10 of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

     The failure to make a scheduled payment of principal of or premium, if any,
or interest on the Debentures by reason of Section 10.02 shall not be construed
as preventing the occurrence of a Default or an Event of Default under Section
6.01; provided, however, that if (a) the conditions preventing the making of
such payment no longer exist, and (b) such Holders of the Debentures are made
whole with respect to such omitted payments, the Default or Event of Default
relating thereto (including any failure to pay any accelerated amounts) shall be
automatically waived, and the provisions of the Indenture shall be reinstated as
if no such Event of Default had occurred.

     SECTION 10.08 TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE
                   OF NOTICE.

     The Trustee or Paying Agent shall not be charged with the knowledge of the
existence of any default in the payment of all or a portion of any Senior
Indebtedness or any other default affecting Senior Indebtedness as a result of
which the maturity of the Senior Indebtedness has been accelerated, unless and
until the Trustee or Paying Agent shall have

                                       37



received written notice thereof from the Company or one or more holders of
Senior Indebtedness or from any trustee, representative or agent therefor; and,
prior to the receipt of any such written notice, the Trustee or Paying Agent may
conclusively assume that no such facts exist.

     Unless at least two Business Days prior to the date when by the terms of
this Indenture any monies are to be deposited by the Company with the Trustee or
any Paying Agent for any purpose (including, without limitation, the payment of
the principal of or premium, if any, or interest on any Debenture), the Trustee
or Paying Agent shall have received with respect to such monies the notice
provided for in Section 10.02, the Trustee or Paying Agent shall have full power
and authority to receive and apply such monies to the purpose for which they
were received. Neither of them shall be affected by any notice to the contrary,
which may be received by either on or after such second Business Day. The
foregoing shall not apply to the Paying Agent if the Company is acting as Paying
Agent. Nothing in this Section shall limit the right of the holders of Senior
Indebtedness to recover payments as contemplated by Section 10.02. The Trustee
or Paying Agent shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself or itself to be a holder of such Senior
Indebtedness (or a trustee, representative or agent on behalf of such holder) to
establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee, representative or agent on behalf of any such holder.
The Trustee shall not be deemed to have any duty to the holders (and shall be
fully protected in relying upon such notice) of Senior Indebtedness.

     SECTION 10.09 RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS

     The Trustee and any Paying Agent shall be entitled to all of the rights set
forth in this Article 10 in respect of any Senior Indebtedness at any time held
by them to the same extent as any other holder of such Senior Indebtedness, and
nothing in this Indenture shall be construed to deprive the Trustee or any
Paying Agent of any of its rights as such holder.

     SECTION 10.10 NOTICE TO TRUSTEE

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Debentures. Failure to give such notice shall not
affect the subordination of the Debentures to Senior Indebtedness.
Notwithstanding the provisions of this or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts
which would prohibit the making of any payment to or by the Trustee in respect
of the Debentures, unless and until the Trustee shall have received written
notice thereof at the address specified in Section 13.02 from the Company or a
holder of Senior Indebtedness or from any trustee or agent therefor; and, prior
to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 7.01, shall be entitled in all respects to assume that no
such facts exist; provided, however, that if a Responsible Officer of the
Trustee shall not have received, at least three Business Days prior to the date
upon which by the terms hereof any such money may become payable for any purpose
(including, without limitation, the payment of the principal amount, issue
price, accrued original issue discount, redemption price, purchase price, change
in control purchase price or interest, if any, as the case may be, in respect of
any Debenture), the notice with respect to such money provided for in this
Section 10.10, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within three
Business Days prior to such date.

     Subject to the provisions of Section 7.01, the Trustee shall be entitled to
conclusively rely on the delivery to it of a written notice by a Person
representing himself or itself to be a holder of Senior Indebtedness (or a
trustee or agent on behalf of such holder) to establish that such notice has
been given by a holder of Senior Indebtedness (or a trustee or agent on behalf
of any such holder). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment which it may be required to make

                                       38



for the benefit of such Person pursuant to the terms of this Indenture pending
judicial determination as to the rights of such Person to receive such payment.

     SECTION 10.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
                   AGENT

     Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 7.01, and the
Holders of the Debentures shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, liquidating trustee, Custodian, receiver, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Debentures, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed theron and all other facts pertinent thereto or to this Article.

     SECTION 10.12 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness, except to the extent the Trustee is the trustee under the
indenture governing such Senior Indebtedness, and shall not be liable to any
such holders if the Trustee shall in good faith mistakenly pay over or
distribute to Holders of Debentures or to the Company or to any other Person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article or otherwise. With respect to the holders
of Senior Indebtedness, the Trustee undertakes to perform or to observe only
such of its covenants or obligations as are specifically set forth in this
Article and no implied covenants or obligations with respect to holders of
Senior Indebtedness shall be read into this Indenture against the Trustee.

     Nothing in this Article shall apply to claims of or payments to, the
Trustee under or pursuant to Section 7.07.

                                   ARTICLE 11
                                  SINKING FUNDS

     SECTION 11.01 APPLICABILITY OF ARTICLE

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Debentures of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Debenture of such series issued
pursuant to this Indenture.

     The minimum amount of any sinking fund payment provided for by the terms of
Debentures of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Debentures of such series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Debentures of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 11.02. Each sinking fund payment shall be applied to the redemption
of Debentures of any series as provided for by the terms of Debentures of such
series and this Indenture.

     SECTION 11.02 SATISFACTION OF SINKING FUND PAYMENTS WITH DEBENTURES

     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Debentures of any series to be made pursuant to the
terms of such Debentures (a) deliver outstanding Debentures of such series
(other than any of such Debentures previously called for redemption or any of
such Debentures in respect of which cash shall have been released to the
Company), and (b) apply as a credit Debentures of such series which have been
redeemed either at the election of the Company pursuant to the terms of such
series of Debentures or through the application of permitted optional sinking
fund payments pursuant to the terms of such Debentures, provided that such
series of Debentures have not been previously so credited. Such Debentures shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Debentures for redemption through operation of the sinking
fund

                                       39



and the amount of such sinking fund payment shall be reduced accordingly. If as
a result of the delivery or credit of Debentures of any series in lieu of cash
payments pursuant to this Section, the principal amount of Debentures of such
series to be redeemed in order to exhaust the aforesaid cash payment shall be
less than $100,000, the Trustee need not call Debentures of such series for
redemption, except upon a Company Order, and such cash payment shall be held by
the Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment on Debentures of such series, provided, however, that the Trustee or
such Paying Agent shall at the request of the Company from time to time pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Debentures of that
series purchased by the Company having an unpaid principal amount equal to the
cash payment requested to be released to the Company.

     SECTION 11.03 REDEMPTION OF DEBENTURES FOR SINKING FUND

     Not less than 60 days prior to each sinking fund payment date for any
series of Debentures, the Company shall deliver to the Trustee an Officer's
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Debentures of that series pursuant to Section 11.02, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Debentures to be so credited and not
theretofore delivered. If such Officer's Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Debentures to be redeemed upon such sinking fund payment date
in the manner specified in TIA Section 302 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in TIA Section 303. Such notice having been duly given, the
redemption of such Debentures shall be made upon the terms and in the manner
stated in TIA Sections 304 and 306.

                                   ARTICLE 12
                          MEETINGS OF DEBENTUREHOLDERS

     SECTION 12.01 PURPOSES FOR WHICH MEETINGS MAY BE CALLED

     A meeting of Holders of Debentures of any series may be called at any time
and from time to time pursuant to this Article 12 to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Debentures of such series.

     SECTION 12.02 CALL, NOTICE AND PLACE OF MEETINGS

          (a)  The Trustee may at any time call a meeting of Holders of
Debentures of any series for any purpose specified in Section 12.01, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or in such other place as the Trustee shall determine. Notice of every
meeting of Holders of Debentures of any series, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given, in the manner provided in Section 13.02, not less
than 20 nor more than 180 days prior to the date fixed for the meeting.

          (b)  In case at any time the Company, by or pursuant to a Board
Resolution, or the Holders of at least 25% in principal amount of the
outstanding Debentures of any series shall have requested the Trustee to call a
meeting of the Holders of Debentures of such series for any purpose specified in
Section 12.01, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of such meeting within 20 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Debentures of such series in the amount above
specified, as the case may be, may determine the time and the place for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in clause (a) of this Section.

                                       40



     SECTION 12.03 PERSONS ENTITLED TO VOTE AT MEETINGS

     To be entitled to vote at any meeting of Holders of Debentures of any
series, a Person shall be (a) a Holder of one or more outstanding Debentures of
such series, or (b) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more outstanding Debentures of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Debentures of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

     SECTION 12.04 QUORUM; ACTION

     The Persons entitled to vote at least a majority in principal amount of the
outstanding Debentures of a series shall constitute a quorum for a meeting of
Holders of Debentures of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of at least 66-2/3% in
principal amount of the outstanding Debentures of a series, the Persons entitled
to vote such percentage in principal amount of the outstanding Debentures of
such series shall constitute a quorum. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Debentures of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 12.02(a), except that such notice need be given
only once not less than five days prior to the date on which the meeting is
scheduled to be reconvened. Notice of the reconvening of an adjourned meeting
shall state expressly the percentage, as provided above, of the principal amount
of the outstanding Debentures of such series which shall constitute a quorum.

     Except as limited by the proviso to Section 9.02, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of at
least a majority in principal amount of the outstanding Debentures of that
series; provided, however, that, except as limited by the proviso to Section
9.02, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture or any
supplemental indenture expressly provides may be made, given or taken by the
Holders of a specified percentage in principal amount of the outstanding
Debentures of a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative vote
of the Holders of such specified percentage in principal amount of the
outstanding Debentures of such series.

     Any resolution passed or decision taken at any meeting of Holders of
Debentures of any series duly held in accordance with this Section shall be
binding on all the Holders of Debentures of such series, whether or not such
Holders were present or represented at the meeting.

     SECTION 12.05 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
                   MEETINGS

          (a)  Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Debentures of a series in regard to proof of the holding
of Debentures of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Debentures shall be proved in the manner specified in Section
1.05 and the appointment of any proxy shall be proved in the manner specified in
Section 1.05. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.05 or other proof.

                                       41



          (b)  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Debentures as provided in Section 12.02(b), in
which case the Company or the Holders of Debentures of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote at least a majority in principal amount
of the outstanding Debentures of such series represented at the meeting.

          (c)  At any meeting each Holder of a Debenture of such series or proxy
shall be entitled to one vote for each $[______] principal amount of the
outstanding Debentures of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Debenture challenged as not outstanding and ruled by the chairman of the meeting
to be not outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Debenture of such series or proxy.

          (d)  Any meeting of Holders of Debentures of any series duly called
pursuant to Section 12.02 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote at least a majority in principal amount
of the outstanding Debentures of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

     SECTION 12.06 COUNTING VOTES AND RECORDING ACTION OF MEETINGS

     The vote upon any resolution submitted to any meeting of Holders of
Debentures of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Debentures of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the outstanding Debentures of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Debentures of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 12.02 and, if
applicable, Section 12.04. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                   ARTICLE 13
                                  MISCELLANEOUS

     SECTION 13.01 TRUST INDENTURE ACT CONTROLS

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by operation of Section 318(c) of the TIA, the imposed duties
shall control. The provisions of Sections 310 to 317, inclusive, of the TIA that
impose duties on any Person (including provisions automatically deemed included
in an indenture unless the indenture provides that such provisions are excluded)
are a part of and govern this Indenture, except as, and to the extent, they are,
expressly excluded from this Indenture, as permitted by the TIA.

     SECTION 13.02 NOTICES

     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing and delivered, telecopied (with originals to
follow by first-class mail) or mailed by first-class mail, postage prepaid,
addressed as follows:

                                       42



     if to the Company:

         Radio One, Inc.
         5900 Princess Garden Parkway, 7th Floor
         Lanham, MD 20706
         Attention: Linda J. Eckard Vilardo, Esq.
         Telephone: (301) 429-2646
         Telecopier: (301) 306-9638

     with a copy to:

         Kirkland & Ellis
         655 Fifteenth Street, N.W., Suite 1200
         Washington, DC 20005-5793
         Attention: Terrance L. Bessey, Esq.
         Telephone: (202) 879-5943
         Telecopier: (202 879-5200

     if to the Trustee:

         Wilmington Trust Company
         Rodney Square North, 1100 North Market Street
         Wilmington, DE 19890-0001
         Attention: Corporate Trust Administration
         Telephone: (302) 371-636-6000
         Telecopier: (302) 371-636-4148

     The Company or the Trustee, by giving notice to the other, may designate
additional or different addresses for subsequent notices of communications. The
Company shall notify the holder, if any, of Senior Indebtedness of any such
additional or different addresses of which the Company receives notice from the
Trustee.

     Any notice or communication given to a Debentureholder shall be mailed or
delivered to the Debentureholder at the Debentureholder's address as it appears
on the Register of the Registrar and shall be sufficiently given if mailed
within the time prescribed.

     Failure to give a notice or communication to a Debentureholder or any
defect in it shall not affect its sufficiency with respect to other
Debentureholders. If a notice or communication is given in the manner provided
above, it is duly given, whether or not received by the addressee.

     If the Company gives a notice or communication to the Debentureholders, it
shall deliver a copy to the Trustee and each Registrar, Paying Agent or
co-Registrar.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Debentureholders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     SECTION 13.03 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS

     Debentureholders may communicate pursuant to Section 312(b) of the TIA with
other Debentureholders with respect to their rights under this Indenture or the
Debentures. The Company, the Trustee, the Registrar, the Paying Agent and anyone
else shall have the protection of Section 312(c) of the TIA.

                                       43



     SECTION 13.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

          (a)  an Officer's Certificate (complying with Section 13.05) stating
     that, in the opinion of such Officer, all conditions precedent to the
     taking of such action have been complied with; and

          (b)  if applicable, an Opinion of Counsel (complying with Section
     13.05) stating that, in the opinion of such counsel all such conditions
     precedent to the taking of such action have been complied with.

     SECTION 13.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

     Each Officer's Certificate and Opinion of Counsel with respect to
compliance with a covenant or condition provided for in this Indenture shall
include:

          (a)  a statement that each Person making such Officer's Certificate or
     Opinion of Counsel has read such covenant or condition;

          (b)  a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     Officer's Certificate or Opinion of Counsel are based;

          (c)  a statement that, in the opinion of each such Person, such Person
     has made such examination or investigation as is necessary to enable such
     Person to express an informed opinion as to whether or not such covenant or
     condition has been complied with; and

          (d)  a statement that, in the opinion of such Person, such covenant or
     condition has been complied with; provided, however, that with respect to
     matters of fact not involving any legal conclusion, an Opinion of Counsel
     may rely on an Officer's Certificate or certificates of public officials.

     SECTION 13.06 SEVERABILITY CLAUSE

     If any provision in this Indenture or in the Debentures shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

     SECTION 13.07 RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR

     The Trustee may make reasonable rules for action by or a meeting of
Debentureholders. The Registrar and Paying Agent may make reasonable rules for
their functions.

     SECTION 13.08 LEGAL HOLIDAYS

     A "Legal Holiday" is any day other than a Business Day. If any specified
date (including a date for giving notice) is a Legal Holiday, the action to be
taken on such date shall be taken on the next succeeding day that is not a Legal
Holiday, and if such action is a payment in respect of the Debentures, unless
otherwise specified pursuant to Section 2.01 no principal, premium, if any, or
interest shall accrue in respect of such payment for the intervening period.

     SECTION 13.09 GOVERNING LAW

     This Indenture and the Debentures shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to its
principles of conflicts of laws.

                                       44



     SECTION 13.10 NO RECOURSE AGAINST OTHERS

     No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under the Debentures
or this Indenture or for any claim based on, in respect of or by reason of such
obligations. By accepting a Debenture, each Debentureholder shall waive and
release all such liability. The waiver and release shall be part of the
consideration for the issuance and sale of the Debentures.

     SECTION 13.11 SUCCESSORS AND ASSIGNS

     All agreements of the Company in this Indenture and Debentures shall bind
its successors and assigns. All agreements of the Trustee in this Indenture
shall bind its successors and assigns.

     SECTION 13.12 COUNTERPARTS

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement. Any signed copy shall be sufficient proof of this Indenture.

     SECTION 13.13 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

     SECTION 13.14 TABLE OF CONTENTS, HEADINGS, ETC.

     The Table of Contents, Cross-Reference Table and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

     SECTION 13.15 HOLDERS OF PREFERRED SECURITIES AS THIRD PARTY BENEFICIARIES

     The Company hereby acknowledges that, to the extent specifically set forth
herein, prior to a Security Exchange with respect to the Debentures of any
series held as assets of a Trust, the holders of the Preferred Securities of
such Trust shall expressly be third party beneficiaries of this Indenture. The
Company further acknowledges that, prior to a Security Exchange with respect to
Debentures of any series held as assets of a Trust, if an Event of Default has
occurred and is continuing and is attributable to (i) the failure of the Company
to pay the principal of or premium, if any, or interest on the Debentures or
(ii) the failure by the Company to deliver the required securities or other
rights upon an appropriate conversion or exchange right election, any holder of
the Preferred Securities of such Trust may institute a Direct Action against the
Company.

     SECTION 13.16 BENEFITS OF THE INDENTURE

     Except as otherwise expressly provided herein with respect to holders of
Senior Indebtedness and holders of Preferred Securities, nothing in this
Indenture or in the Debentures, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and the Holders of
the Debentures, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       45



                                   SIGNATURES

     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this Indenture on behalf of the respective parties hereto as of the date first
above written.

                                             RADIO ONE, INC.



                                             By:________________________________
                                                Name:
                                                Title:


                                             WILMINGTON TRUST COMPANY,
                                               AS TRUSTEE



                                             By:________________________________
                                                Name:
                                                Title:

                                       46

EX-4.22

                                                                    EXHIBIT 4.22

                             CERTIFICATE OF TRUST OF
                                RADIO ONE TRUST I

                  THIS CERTIFICATE OF TRUST of Radio One Trust I (the "Trust"),
dated as of January 18, 2002, is being duly executed and filed on behalf of the
Trust by the undersigned, as trustee, to form a business trust under the
Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.) (the "Act").

                  1.  Name.  The name of the business trust formed by this
Certificate of Trust is Radio One Trust I.

                  2.  Delaware Trustee.  The name and business address of the
trustee of the Trust in the State of Delaware are: Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration.

                  3.  Effective Date.  This Certificate of Trust shall be
effective upon filing.

                  IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

                                 WILMINGTON TRUST COMPANY, not in its individual
                                 capacity but solely as Trustee


                                 By: /s/ Patricia A. Evans
                                     -------------------------------------------
                                 Name:  Patricia A. Evans
                                 Title: Senior Financial Services Officer

EX-4.23

                                                                    EXHIBIT 4.23

                                 TRUST AGREEMENT
                                       OF
                                RADIO ONE TRUST I

          THIS TRUST AGREEMENT is made as of January 18, 2002 (this
"Agreement"), by and between Radio One, Inc., a Delaware corporation, as sponsor
(the "Sponsor"), and Wilmington Trust Company, as trustee (the "Trustee"). The
Sponsor and the Trustee hereby agree as follows:

          1. The trust created hereby shall be known as "Radio One Trust I"
(the "Trust"), in which name the Trustee or the Sponsor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.

          2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
(S)(S) 3801, et seq. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Trustee is hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in such form as the Trustee may approve.

          3. The Sponsor and the Trustee will enter into an amended and restated
Trust Agreement satisfactory to each such party to provide for the contemplated
operation of the Trust created hereby and the issuance of the preferred
securities and common securities referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustee shall not
have any duty or obligation hereunder or with respect of the trust estate,
except as otherwise required by applicable law or as may be necessary to obtain
prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise. Notwithstanding the foregoing, the
Trustee may take all actions deemed proper as are necessary to effect the
transactions contemplated herein.

          4. The Sponsor is hereby authorized, in its sole discretion, (i) to
file with the Securities and Exchange Commission (the "Commission") and to
execute, in the case of the 1933 Act Registration Statement and 1934 Act
Registration Statement (as herein defined), on behalf of the Trust, (a) a
Registration Statement (the "1933 Act Registration Statement"), including all
pre-effective or post-effective amendments thereto, relating to the registration
under the Securities Act of 1933, as amended (the "1933 Act"), of the preferred
securities of the Trust, (b) any preliminary prospectus or prospectus or
supplement thereto relating to the preferred securities of the Trust required to
be filed under the 1933 Act, and (c) if required, a Registration Statement on
Form 8-A or other appropriate form (the "1934 Act Registration Statement"),
including all pre-effective and post-effective amendments thereto, relating to
the registration of the preferred securities of the Trust under the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange
or any other exchange (collectively, the "Exchange") and execute on behalf of
the Trust a listing application and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the preferred securities of the Trust to be listed on the
Exchange; (iii) to file and execute on behalf of



the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the preferred securities of the
Trust under the securities or "Blue Sky" laws of such jurisdictions as the
Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to
execute, deliver and perform on behalf of the Trust, an underwriting agreement
with the Sponsor and the underwriter or underwriters of the preferred securities
of the Trust; (v) to execute, deliver and perform a depository agreement with
the initial clearing agency, relating to the preferred securities of the Trust;
and (vi) to apply for and obtain a tax identification number for the Trust.

          In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Commission, PORTAL, the Exchange or state
securities or Blue Sky laws to be executed on behalf of the Trust by the
Trustee, the Trustee, in its capacity as trustee of the Trust, is hereby
authorized and directed to join in any such filing and to execute on behalf of
the Trust any and all of the foregoing, it being understood that Wilmington
Trust Company, in its capacity as trustee of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, PORTAL, the
Exchange or state securities or Blue Sky laws. In connection with all of the
foregoing, the Sponsor hereby constitutes and appoints Alfred C. Liggins, III,
Scott R. Royster and Linda J. Eckard Vilardo, each of them as its true and
lawful attorney-in-fact and agent, with full power of substitution and
resubsititution for the Sponsor or in the Sponsor's name, place and stead, in
any and all capacities, to sign any and all amendments (including all
pre-effective and post-effective amendments) to the 1933 Act Registration
Statement and any 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as the
Sponsor might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his respective substitute or substitutes,
shall do or cause to be done by virtue hereof.

          5. This Agreement may be executed in one or more counterparts.

          6. The number of trustees of the Trust initially shall be one and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Sponsor which may
increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware. Subject to the foregoing, the Sponsor is entitled to
appoint or remove without cause any trustee of the Trust at any time. Any
trustee of the Trust may resign upon thirty days' prior notice to the Sponsor.

          7. The Sponsor hereby agrees to (i) reimburse the Trustee for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts) and (ii) indemnify, defend and hold harmless the Trustee and any of the
officers, directors, employees and agents of the Trustee (the "Indemnified
Persons") from and against and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively,

                                      -2-



"Expenses"), to the extent that such Expenses arise out of or are imposed upon
or asserted at any time against such Indemnified Persons with respect to the
performance of this Agreement, the creation, operation or termination of the
Trust or the transactions contemplated hereby; provided, however, that the
Sponsor shall not be required to indemnify any Indemnified Person for any
Expenses which are a result of the willful misconduct, bad faith or gross
negligence of such Indemnified Person.

          8. The Trust may be dissolved and terminated before the issuance of
the preferred securities of the Trust at the election of the Sponsor.

          9. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (with regard to conflict of laws
principles).


                               [SIGNATURES FOLLOW]

                                      -3-



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


                                     RADIO ONE, INC., as Sponsor


                                     By: /s/ Scott R. Royster
                                        -----------------------------------
                                        Name:  Scott R. Royster
                                        Title: Executive  VP/CFO



                                     WILMINGTON TRUST COMPANY, as Trustee


                                     By: /s/ Patricia A. Evans
                                        -----------------------------------
                                        Name:  Patricia A. Evans
                                        Title: Senior Financial Services Officer

                                      -4-

EX-4.24

                                                                    EXHIBIT 4.24

                             CERTIFICATE OF TRUST OF
                               RADIO ONE TRUST II

          THIS CERTIFICATE OF TRUST of Radio One Trust II (the "Trust"), dated
as of January 18, 2002, is being duly executed and filed on behalf of the Trust
by the undersigned, as trustee, to form a business trust under the Delaware
Business Trust Act (12 Del. C. (S) 3801 et seq.) (the "Act").

          1. Name. The name of the business trust formed by this Certificate of
Trust is Radio One Trust II.


          2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware are: Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration.


          3. Effective Date. This Certificate of Trust shall be effective upon
filing.

          IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Trust in accordance with Section 3811(a)(1) of the Act.

                                             WILMINGTON TRUST COMPANY, not in
                                             its individual capacity but solely
                                             as Trustee


                                             By: /s/ Patricia A. Evans
                                                ---------------------------
                                                Name:  Patricia A. Evans
                                                Title: Senior Financial Services
                                                       Officer

EX-4.25

                                                                    EXHIBIT 4.25

                                 TRUST AGREEMENT
                                       OF
                               RADIO ONE TRUST II

          THIS TRUST AGREEMENT is made as of January 18, 2002 (this
"Agreement"), by and between Radio One, Inc., a Delaware corporation, as sponsor
(the "Sponsor"), and Wilmington Trust Company, as trustee (the "Trustee"). The
Sponsor and the Trustee hereby agree as follows:

          1. The trust created hereby shall be known as "Radio One Trust II"
(the "Trust"), in which name the Trustee or the Sponsor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.

          2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
(S)(S) 3801, et seq. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Trustee is hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in such form as the Trustee may approve.

          3. The Sponsor and the Trustee will enter into an amended and restated
Trust Agreement satisfactory to each such party to provide for the contemplated
operation of the Trust created hereby and the issuance of the preferred
securities and common securities referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustee shall not
have any duty or obligation hereunder or with respect of the trust estate,
except as otherwise required by applicable law or as may be necessary to obtain
prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise. Notwithstanding the foregoing, the
Trustee may take all actions deemed proper as are necessary to effect the
transactions contemplated herein.

          4. The Sponsor is hereby authorized, in its sole discretion, (i) to
file with the Securities and Exchange Commission (the "Commission") and to
execute, in the case of the 1933 Act Registration Statement and 1934 Act
Registration Statement (as herein defined), on behalf of the Trust, (a) a
Registration Statement (the "1933 Act Registration Statement"), including all
pre-effective or post-effective amendments thereto, relating to the registration
under the Securities Act of 1933, as amended (the "1933 Act"), of the preferred
securities of the Trust, (b) any preliminary prospectus or prospectus or
supplement thereto relating to the preferred securities of the Trust required to
be filed under the 1933 Act, and (c) if required, a Registration Statement on
Form 8-A or other appropriate form (the "1934 Act Registration Statement"),
including all pre-effective and post-effective amendments thereto, relating to
the registration of the preferred securities of the Trust under the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange
or any other exchange (collectively, the "Exchange") and execute on behalf of
the Trust a listing application and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the preferred securities of the Trust to be listed on the
Exchange; (iii) to file and execute on behalf of



the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the preferred securities of the
Trust under the securities or "Blue Sky" laws of such jurisdictions as the
Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to
execute, deliver and perform on behalf of the Trust, an underwriting agreement
with the Sponsor and the underwriter or underwriters of the preferred securities
of the Trust; (v) to execute, deliver and perform a depository agreement with
the initial clearing agency, relating to the preferred securities of the Trust;
and (vi) to apply for and obtain a tax identification number for the Trust.

          In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Commission, PORTAL, the Exchange or state
securities or Blue Sky laws to be executed on behalf of the Trust by the
Trustee, the Trustee, in its capacity as trustee of the Trust, is hereby
authorized and directed to join in any such filing and to execute on behalf of
the Trust any and all of the foregoing, it being understood that Wilmington
Trust Company, in its capacity as trustee of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, PORTAL, the
Exchange or state securities or Blue Sky laws. In connection with all of the
foregoing, the Sponsor hereby constitutes and appoints Alfred C. Liggins, III,
Scott R. Royster and Linda J. Eckard Vilardo, each of them as its true and
lawful attorney-in-fact and agent, with full power of substitution and
resubsititution for the Sponsor or in the Sponsor's name, place and stead, in
any and all capacities, to sign any and all amendments (including all
pre-effective and post-effective amendments) to the 1933 Act Registration
Statement and any 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as the
Sponsor might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his respective substitute or substitutes,
shall do or cause to be done by virtue hereof.

          5. This Agreement may be executed in one or more counterparts.

          6. The number of trustees of the Trust initially shall be one and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Sponsor which may
increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware. Subject to the foregoing, the Sponsor is entitled to
appoint or remove without cause any trustee of the Trust at any time. Any
trustee of the Trust may resign upon thirty days' prior notice to the Sponsor.

          7. The Sponsor hereby agrees to (i) reimburse the Trustee for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts) and (ii) indemnify, defend and hold harmless the Trustee and any of the
officers, directors, employees and agents of the Trustee (the "Indemnified
Persons") from and against and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively,



"Expenses"), to the extent that such Expenses arise out of or are imposed upon
or asserted at any time against such Indemnified Persons with respect to the
performance of this Agreement, the creation, operation or termination of the
Trust or the transactions contemplated hereby; provided, however, that the
Sponsor shall not be required to indemnify any Indemnified Person for any
Expenses which are a result of the willful misconduct, bad faith or gross
negligence of such Indemnified Person.

          8. The Trust may be dissolved and terminated before the issuance of
the preferred securities of the Trust at the election of the Sponsor.

          9. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (with regard to conflict of laws
principles).


                               [SIGNATURES FOLLOW]




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



                                        RADIO ONE, INC., as Sponsor


                                        By: /s/ Scott R. Royster
                                           ---------------------------------
                                           Name:  Scott R. Royster
                                           Title: Executive VP/CFO



                                        WILMINGTON TRUST COMPANY, as Trustee


                                        By: /s/ Patricia A. Evans
                                           ---------------------------------
                                           Name:  Patricia A. Evans
                                           Title: Senior Financial Services
                                                  Officer

EX-4.26

                                                                    EXHIBIT 4.26





================================================================================


                  FORM OF AMENDED AND RESTATED TRUST AGREEMENT

                             RADIO ONE TRUST [____]

                      Dated as of ____________ ___, ______


================================================================================



                                TABLE OF CONTENTS



                                                                                                                        Page
                                                                                                                        ----
                                                                                                                     
ARTICLE I
   INTERPRETATION AND DEFINITIONS .................................................................................       1
   SECTION 1.1     Definitions ....................................................................................       1

ARTICLE II
   TRUST INDENTURE ACT ............................................................................................       6
   SECTION 2.1     Trust Indenture Act; Application ...............................................................       6
   SECTION 2.2     Lists of Holders of Securities .................................................................       7
   SECTION 2.3     Reports by the Property Trustee ................................................................       7
   SECTION 2.4     Periodic Reports to Property Trustee ...........................................................       7
   SECTION 2.5     Evidence of Compliance with Conditions Precedent ...............................................       7
   SECTION 2.6     Events of Default; Waiver ......................................................................       7
   SECTION 2.7     Event of Default; Notice .......................................................................       8

ARTICLE III
   ORGANIZATION ...................................................................................................       9
   SECTION 3.1     Name ...........................................................................................       9
   SECTION 3.2     Office .........................................................................................       9
   SECTION 3.3     Purpose ........................................................................................       9
   SECTION 3.4     Authority ......................................................................................       9
   SECTION 3.5     Title to Property of the Trust .................................................................       9
   SECTION 3.6     Powers and Duties of the Administrative Trustees ...............................................      10
   SECTION 3.7     Prohibition of Actions by the Trust and the Trustees ...........................................      12
   SECTION 3.8     Powers and Duties of the Property Trustee ......................................................      12
   SECTION 3.9     Certain Duties and Responsibilities of the Property Trustee ....................................      14
   SECTION 3.10    Certain Rights of Property Trustee .............................................................      15
   SECTION 3.11    Delaware Trustee ...............................................................................      17
   SECTION 3.12    Execution of Documents .........................................................................      17
   SECTION 3.13    Not Responsible for Recitals or Issuance of Securities .........................................      17
   SECTION 3.14    Duration of Trust ..............................................................................      17
   SECTION 3.15    Mergers ........................................................................................      17

ARTICLE IV
   SPONSOR ........................................................................................................      19
   SECTION 4.1     Sponsor's Purchase of Common Securities ........................................................      19
   SECTION 4.2     Responsibilities of the Sponsor ................................................................      19
   SECTION 4.3     Right to Proceed ...............................................................................      20

ARTICLE V
   TRUSTEES .......................................................................................................      20
   SECTION 5.1     Number of Trustees; Appointment of Co-Trustee ..................................................      20
   SECTION 5.2     Delaware Trustee ...............................................................................      20
   SECTION 5.3     Property Trustee; Eligibility ..................................................................      20
   SECTION 5.4     Certain Qualifications of Administrative Trustees and Delaware Trustee Generally ...............      21
   SECTION 5.5     Administrative Trustees ........................................................................      21
   SECTION 5.6     Delaware Trustee ...............................................................................      22
   SECTION 5.7     Appointment, Removal and Resignation of Trustees ...............................................      22
   SECTION 5.8     Vacancies among Trustees .......................................................................      23
   SECTION 5.9     Effect of Vacancies ............................................................................      23


                                      -i-



                                                                                                                     
   SECTION 5.10    Meetings .......................................................................................      23
   SECTION 5.11    Delegation of Power ............................................................................      24
   SECTION 5.12    Merger, Conversion, Consolidation or Succession to Business ....................................      24
   SECTION 5.13    Compensation ...................................................................................      24

ARTICLE VI
   DISTRIBUTIONS ..................................................................................................      25
   SECTION 6.1     Distributions ..................................................................................      25

ARTICLE VII
   ISSUANCE OF SECURITIES .........................................................................................      25
   SECTION 7.1     General Provisions Regarding Securities ........................................................      25
   SECTION 7.2     Execution and Authentication ...................................................................      25
   SECTION 7.3     Form and Dating ................................................................................      26
   SECTION 7.4     Registrar and Paying Agent .....................................................................      27
   SECTION 7.5     Paying Agent to Hold Money in Trust ............................................................      27
   SECTION 7.6     Replacement Securities .........................................................................      27
   SECTION 7.7     Outstanding Preferred Securities ...............................................................      27
   SECTION 7.8     Preferred Securities in Treasury ...............................................................      28
   SECTION 7.9     Temporary Securities ...........................................................................      28
   SECTION 7.10    Cancellation ...................................................................................      28
   SECTION 7.11    CUSIP Numbers ..................................................................................      28

ARTICLE VIII
   DISSOLUTION OF TRUST ...........................................................................................      29
   SECTION 8.1     Dissolution of Trust ...........................................................................      29

ARTICLE IX
   TRANSFER OF INTERESTS ..........................................................................................      29
   SECTION 9.1     Transfer of Securities .........................................................................      29
   SECTION 9.2     Transfer Procedures and Restrictions ...........................................................      30
   SECTION 9.3     Deemed Security Holders ........................................................................      32
   SECTION 9.4     Book Entry Interests ...........................................................................      32
   SECTION 9.5     Notices to Clearing Agency .....................................................................      32
   SECTION 9.6     Appointment of Successor Clearing Agency .......................................................      32

ARTICLE X
   LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS ...........................................      33
   SECTION 10.1    Liability ......................................................................................      33
   SECTION 10.2    Exculpation ....................................................................................      33
   SECTION 10.3    Fiduciary Duty .................................................................................      33
   SECTION 10.4    Indemnification ................................................................................      34
   SECTION 10.5    Outside Businesses .............................................................................      36

ARTICLE XI
   ACCOUNTING .....................................................................................................      36
   SECTION 11.1    Fiscal Year ....................................................................................      36
   SECTION 11.2    Certain Accounting Matters .....................................................................      36
   SECTION 11.3    Banking ........................................................................................      37
   SECTION 11.4    Withholding ....................................................................................      37

ARTICLE XII
   AMENDMENTS AND MEETINGS ........................................................................................      37
   SECTION 12.1    Amendments .....................................................................................      37



                                      -ii-



                                                                                       
   SECTION 12.2  Meetings of the Holders of Securities; Action by Written Consent ......  39

ARTICLE XIII
   REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE ............................  40
   SECTION 13.1  Representations and Warranties of Property Trustee ....................  40
   SECTION 13.2  Representations and Warranties of Delaware Trustee ....................  40

ARTICLE XIV
   MISCELLANEOUS .......................................................................  41
   SECTION 14.1  Notices ...............................................................  41
   SECTION 14.2  Governing Law .........................................................  42
   SECTION 14.3  Intention of the Parties ..............................................  42
   SECTION 14.4  Headings ..............................................................  42
   SECTION 14.5  Successors and Assigns ................................................  42
   SECTION 14.6  Partial Enforceability ................................................  42
   SECTION 14.7  Counterparts ..........................................................  42





Term of Preferred Securities and Common Securities
EXHIBIT A-1   Form of Preferred Security Certificate
EXHIBIT A-2   Form of Common Security Certificate
EXHIBIT B     Specimen Debenture*
EXHIBIT C     Underwriting Agreement*

*  To be attached at the time of execution of the Amended and Restated Trust
   Agreement

                                      iii



                             CROSS-REFERENCE TABLE*

          Section of
          Trust Indenture Act                                Section of
          of 1939, as amended                                Agreement
          -------------------                                ---------

                310(a) ...................................   5.3(a)
                310(b) ...................................   5.3(c)
                310(c) ...................................   Inapplicable
                311(a) and (b) ...........................   5.3(c)
                311(c) ...................................   Inapplicable
                312(a) ...................................   2.2(a)
                312(b) ...................................   2.2(b)
                313 ......................................   2.3
                314(a) ...................................   2.4
                314(b) ...................................   Inapplicable
                314(c) ...................................   2.5
                314(d) ...................................   Inapplicable
                314(e) ...................................   1.1, 2.5
                314(f) ...................................   Inapplicable
                315(a) ...................................   3.9(b)
                315(b) ...................................   2.7(a)
                315(c) ...................................   3.9(a)
                315(d) ...................................   3.9(b)
                316(a) and (b) ...........................   2.6 and Annex I
                316(c) ...................................   3.6(f)
                317(a) ...................................   3.8(h)
                317(b) ...................................   3.8(i)

*This Cross-Reference Table does not constitute part of the Agreement and shall
not affect the interpretation of any of its terms or provisions.

                                       iv



                              AMENDED AND RESTATED
                                 TRUST AGREEMENT
                                       OF
                             RADIO ONE TRUST [____]

     AMENDED AND RESTATED TRUST AGREEMENT (the "Agreement") dated and effective
as of ____________ ___, ______ by the Trustees (as defined herein), the Sponsor
(as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the assets of the Trust (as defined herein) to be issued
pursuant to this Agreement;

     WHEREAS, certain of the Trustees and the Sponsor established Radio One
Trust [____] (the "Trust"), a trust created under the Business Trust Act (as
defined herein) pursuant to a Trust Agreement dated as of January ___, 2002 (the
"Original Trust Agreement"), and a Certificate of Trust filed with the Secretary
of State of the State of Delaware on January ___, 2002, for the sole purpose of
issuing and selling certain securities representing undivided beneficial
interests in the assets of the Trust and investing the proceeds thereof in
certain Debentures of the Debenture Issuer (each as hereinafter defined) and
engaging in only those activities necessary, advisable or incidental thereto;

     WHEREAS, the parties hereto desire to amend and restate each and every term
and provision of the Original Trust Agreement; and

     NOW, THEREFORE, it being the intention of the parties hereto that the Trust
continue as a business trust under the Business Trust Act, that the Original
Trust Agreement be amended and restated in its entirety as provided herein and
that this Agreement constitute the governing instrument of such business trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Agreement and, in consideration of
the mutual covenants contained herein and other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties, intending to be
legally bound hereby, agree as follows:

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

     SECTION 1.1    Definitions.

     Unless the context otherwise requires:

          (a) capitalized terms used in this Agreement but not defined in the
     preamble above or elsewhere herein have the respective meanings assigned to
     them in this Section 1.1;

          (b) a term defined anywhere in this Agreement has the same meaning
     throughout;

          (c) all references to "the Agreement" or "this Agreement" are to this
     Agreement and each Annex and Exhibit hereto, as modified, supplemented or
     amended from time to time;

          (d) all references in this Agreement to Articles and Sections and
     Annexes and Exhibits are to Articles and Sections of and Annexes and
     Exhibits to this Agreement unless otherwise specified;

          (e) a term defined in the Trust Indenture Act (as defined herein) has
     the same meaning when used in this Agreement unless otherwise defined in
     this Agreement or unless the context otherwise requires; and

          (f) a reference to the singular includes the plural and vice versa.

     "Administrative Trustee" has the meaning set forth in Section 5.1.



     "Affiliate" has the same meaning as given to that term in Rule 405 under
the Securities Act or any successor rule thereunder.

     "Agent" means any Paying Agent or Registrar.

     "Agreement" means this Amended and Restated Trust Agreement, dated as of
____________ ___, ______, including Annex I and all the exhibits hereto.

     "Authorized Officer" of a Person means any other Person that is authorized
to legally bind such former Person.

     "Book Entry Interest" means a beneficial interest in a Global Preferred
Security Certificate registered in the name of a Clearing Agency or its nominee,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in Section 9.4.

     "Business Day" means any day other than a Saturday, Sunday or other day on
which banking institutions in Wilmington, Delaware are authorized or required by
law, regulation or executive order to close.

     "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code ss.3801 et seq., as it may be amended from time to time, or any
successor legislation.

     "Clearing Agency" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as depositary for the
Preferred Securities and in whose name or in the name of a nominee of that
organization shall be registered a global certificate and which shall undertake
to effect book-entry transfers and pledges of the Preferred Securities.

     "Closing Time" means the Closing Time as defined in the Underwriting
Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.

     "Commission" means the United States Securities and Exchange Commission as
from time to time constituted, or if at any time after the execution of this
Agreement such Commission is not existing and performing the duties now assigned
to it under applicable federal securities laws, then the body performing such
duties at such time.

     "Common Securities" has the meaning specified in Section 7.1(a).

     "Common Securities Guarantee" means the Common Securities Guarantee
Agreement, dated as of ____________ ___, ______ of the Sponsor in respect of the
Common Securities.

     "Company Indemnified Person" means (a) any Administrative Trustee; (b) any
Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee or any Affiliate of any Administrative Trustee; or (d)
any officer, employee or agent of the Trust or its Affiliates; provided that the
term "Company Indemnified Person" shall not include any Fiduciary Indemnified
Person.

     "Corporate Trust Office" means the office of the Property Trustee for the
conduct of corporate trust business at which matters related to this Agreement
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at Rodney Square North, 1100
North Market Street, Wilmington, DE 19890-0001, Attention: Corporate Trust
Administration.

     "Covered Person" means: (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Securities.

                                      -2-



     "Debenture Issuer" means Radio One, Inc., a Delaware corporation, or any
successor entity resulting from any consolidation, amalgamation, merger or other
business combination, in its capacity as issuer of the Debentures under the
Indenture.

     "Debentures" means the _____% Junior Subordinated Deferrable Interest
Debentures due ________ of the Debenture Issuer issued pursuant to the
Indenture.

     "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

     "Default" means an event, act or condition that with notice of lapse of
time, or both, would constitute an Event of Default.

     "Definitive Preferred Securities" has the meaning set forth in Section 7.3.

     "Delaware Trustee" has the meaning set forth in Section 5.1.

     "Direct Action" has the meaning set forth in Section 3.8(e).

     "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 6.1.

     "DTC" means The Depository Trust Corporation, the initial Clearing Agency.

     "Event of Default" means, with respect to the Securities, an Event of
Default (as defined in the Indenture) that has occurred and is continuing in
respect of the Debentures.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

     "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

     "Fiscal Year" has the meaning set forth in Section 11.1.

     "Global Preferred Security" has the meaning set forth in Section 7.3.

     "Holder" means a Person in whose name a Security or Successor Security is
registered, such Person being a beneficial owner within the meaning of the
Business Trust Act.

     "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

     "Indenture" means the Junior Subordinated Debentures Indenture dated as of
____________ ___, ______, between the Debenture Issuer and the Debenture Trustee
relating to the Debenture Issuer's junior subordinated debentures as amended or
supplemented from time to time.

     "Investment Company" means an investment company as defined in the
Investment Company Act.

     "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

     "Investment Company Event" means that the Administrative Trustees and the
Debenture Issuer have received an Opinion of Counsel experienced in such matters
to the effect that, as a result of the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority, there
is more than an insubstantial risk that the Trust is or will be considered an

                                       -3-



"investment company" under the Investment Company Act that is required to be
registered under this law, which change becomes effective on or after the date
of this Agreement.

     "Legal Action" has the meaning set forth in Section 3.6(h).

     "Like Amount" has the meaning set forth in Section 3 of Annex I hereto.

     "Liquidation Amount" has the meaning set forth in Section 2 of Annex I
hereto.

     "List of Holders" has the meaning set forth in Section 2.2(a).

     "Majority in Liquidation Amount" means, with respect to the Securities,
except as provided in the terms of the Preferred Securities or by the Trust
Indenture Act, Holders of outstanding Securities voting together as a single
class or, as the context may require, Holders of outstanding Preferred
Securities or Holders of outstanding Common Securities voting separately as a
class, who are the record owners of more than 50% of the aggregate Liquidation
Amount (including the amount that would be paid on redemption, liquidation or
otherwise, plus accumulated and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities of the relevant
class.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chief Executive Officer, the Chief Financial Officer, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary. Any Officers' Certificate delivered by the
Trust shall be signed by at least one Administrative Trustee. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Agreement shall include:

          (a) a statement that each officer signing the Officers' Certificate
     has read the covenant or condition and the definitions relating thereto;

          (b) a brief statement of the nature and scope of the examination or
     investigation undertaken by each officer in rendering the Officers'
     Certificate;

          (c) a statement that each such officer has made such examination or
     investigation as, in such officer's opinion, is necessary to enable such
     officer to express an informed opinion as to whether or not such covenant
     or condition has been complied with; and

          (d) a statement as to whether, in the opinion of each such officer,
     such condition or covenant has been complied with.

     "Option Closing Date" means the date of closing of any sale of Option
Preferred Securities (as defined in the Underwriting Agreement) or, if such term
is not defined in the Underwriting Agreement, the date of closing of any sale of
securities to the underwriters named in such Underwriting Agreement solely to
cover over-allotments.

     "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of the Sponsor, and who shall be reasonably acceptable to the Property
Trustee, provided, that the General Counsel or Assistant General Counsel of the
Sponsor shall be deemed to be reasonably acceptable to the Property Trustee.

     "Participants" has the meaning specified in Section 7.3.

     "Paying Agent" has the meaning specified in Section 7.4.

     "Payment Amount" has the meaning specified in Section 6.1.

                                       -4-



     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Preferred Securities" has the meaning specified in Section 7.1(a).

     "Preferred Securities Guarantee" means the Preferred Securities Guarantee
Agreement dated as of ____________ ___, ______ of the Sponsor in respect of the
Preferred Securities.

     "Preferred Security Beneficial Owner" means, with respect to a Book Entry
Interest, a Person who is the beneficial owner of such Book Entry Interest, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).

     "Property Trustee" has the meaning set forth in Section 5.3(a).

     "Property Trustee Account" has the meaning set forth in Section 3.8(c).

     "Quorum" means a majority of the Administrative Trustees or, if there are
only two Administrative Trustees, both of them.

     "Registrar" has the meaning set forth in Section 7.4.

     "Related Party" means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor.

     "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee with direct
responsibility for the administration of this Agreement, including any
vice-president, any assistant vice-president, any assistant secretary, any
assistant treasurer or other officer of the Corporate Trust Office of the
Property Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer of the Property Trustee to
whom such matter is referred because of that officer's knowledge of and
familiarity with the particular subject.

     "Securities" or "Trust Securities" means the Common Securities and the
Preferred Securities.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

     "Securities Guarantees" means the Common Securities Guarantee and the
Preferred Securities Guarantee.

     "Special Event" means a Tax Event or an Investment Company Event.

     "Sponsor" means Radio One, Inc., a Delaware corporation, or any successor
entity resulting from any merger, consolidation, amalgamation or other business
combination or conversion, in its capacity as sponsor of the Trust.

     "Successor Delaware Trustee" has the meaning set forth in Section
5.7(b)(ii).

     "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

     "Successor Property Trustee" has the meaning set forth in Section
3.8(f)(ii).

     "Successor Securities" has the meaning set forth in Section 3.15(b)(i)(B).

     "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

                                       -5-



     "Tax Event" means the receipt by the Administrative Trustees and the
Debenture Issuer of an Opinion of Counsel from counsel experienced in such
matters to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws or any regulations
thereunder of the United States or any political subdivision or taxing authority
thereof or therein, or as a result of any official administrative pronouncement
or judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement or decision is announced
on or after the date of this Agreement, there is more than an insubstantial risk
that (i) the Trust is, or will be within 90 days of the date of such opinion,
subject to United States Federal income tax with respect to income received or
accrued on the Debentures, (ii) the interest payable by the Debenture Issuer on
the Debentures is not, or within 90 days of the date of such opinion will not
be, deductible by the Debenture Issuer, in whole or in part, for United States
Federal income tax purposes, or (iii) the Trust is, or will be within 90 days of
the date of such opinion, subject to more than a de minimis amount of other
taxes, duties or other governmental charges.

     "10% in Liquidation Amount" means, with respect to the Securities, except
as provided in the terms of the Preferred Securities or by the Trust Indenture
Act, Holders of outstanding Securities voting together as a single class or, as
the context may require, Holders of outstanding Preferred Securities or Holders
of outstanding Common Securities voting separately as a class, who are the
record owners of 10% or more of the aggregate Liquidation Amount (including the
amount that would be paid on redemption, liquidation or otherwise, plus
accumulated and unpaid Distributions to the date upon which the voting
percentages are determined) of all outstanding Securities of the relevant class.

     "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

     "Trustee" or "Trustees" means each Person who has signed this Agreement as
a trustee, so long as such Person shall continue as Trustee of the Trust in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

     "Underwriting Agreement" means the Underwriting Agreement for the offering
and sale of Preferred Securities.

                                   ARTICLE II
                               TRUST INDENTURE ACT

     SECTION 2.1      Trust Indenture Act; Application.

         (a) This Agreement is subject to the provisions of the Trust Indenture
Act that are required to be part of this Agreement in order for this Agreement
to be qualified under the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions.

         (b) The Property Trustee shall be the only Trustee which is a trustee
for the purposes of the Trust Indenture Act.

         (c) If and to the extent that any provision of this Agreement limits,
qualifies or conflicts with the duties imposed by ss.ss. 310 to 317, inclusive,
of the Trust Indenture Act, such imposed duties shall control.

         (d) The application of the Trust Indenture Act to this Agreement shall
not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.


                                       -6-




     SECTION 2.2      Lists of Holders of Securities.

         (a) Each of the Sponsor and the Administrative Trustees on behalf of
the Trust shall provide the Property Trustee, unless the Property Trustee is
Registrar for the Securities, (i) within 7 Business Days prior to payment of
Distributions, a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Holders of the Securities ("List of
Holders") as of such record date, provided that neither the Sponsor nor the
Administrative Trustees on behalf of the Trust shall be obligated to provide
such List of Holders at any time the List of Holders does not differ from the
most recent List of Holders given to the Property Trustee by the Sponsor and the
Administrative Trustees on behalf of the Trust, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request for a List of
Holders as of a date no more than 14 days before such List of Holders is given
to the Property Trustee. The Property Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in Lists of Holders
given to it or which it receives in the capacity as Paying Agent (if acting in
such capacity), provided that the Property Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

         (b) The Property Trustee shall comply with its obligations under (S)(S)
311(a), 311(b) and 312(b) of the Trust Indenture Act.

     SECTION 2.3      Reports by the Property Trustee.

     Within 60 days after September 1 of each year, commencing September 1,
____, the Property Trustee shall provide to the Holders of the Preferred
Securities such reports as are required by (S) 313 of the Trust Indenture Act,
if any, in the form and in the manner provided by (S) 313 of the Trust Indenture
Act. The Property Trustee shall also comply with the requirements of (S) 313(d)
of the Trust Indenture Act.

     SECTION 2.4      Periodic Reports to Property Trustee.

     Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
are required by (S) 314 of the Trust Indenture Act (if any) and the compliance
certificate required by (S) 314 of the Trust Indenture Act in the form, in the
manner and at the times required by ss. 314 of the Trust Indenture Act.

     SECTION 2.5      Evidence of Compliance with Conditions Precedent.

     Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such evidence of compliance with any
conditions precedent provided for in this Agreement that relate to any of the
matters set forth in (S) 314(c) of the Trust Indenture Act. Any certificate or
opinion required to be given by an officer pursuant to (S) 314(c)(1) of the
Trust Indenture Act may be given in the form of an Officers' Certificate.

     SECTION 2.6      Events of Default; Waiver.

         (a) The Holders of a Majority in Liquidation Amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

             (i)  is not waivable under the Indenture, the Event of Default
     under the Agreement shall also not be waivable; or

             (ii) requires the consent or vote of greater than a majority in
     aggregate principal amount of the holders of the Debentures (a "Super
     Majority") to be waived under the Indenture, the Event of Default under the
     Agreement may only be waived by the vote of the Holders of at least the
     proportion in aggregate Liquidation Amount of the Preferred Securities that
     the relevant Super Majority represents of the aggregate principal amount of
     the Debentures outstanding.

                                       -7-



The foregoing provisions of this Section 2.6(a) shall be in lieu of (S)
316(a)(1)(B) of the Trust Indenture Act and such (S) 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Agreement and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Agreement, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Agreement without any further act, vote, or
consent of the Holders of the Common Securities.

         (b) The Holders of a Majority in Liquidation Amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

             (i)  is not waivable under the Indenture (except where the Holders
     of the Common Securities are deemed to have waived such Event of Default
     under the Agreement as provided below in this Section 2.6(b)), the Event of
     Default under the Agreement shall also not be waivable; or

             (ii) requires the consent or vote of a Super Majority to be waived,
     except where the Holders of the Common Securities are deemed to have waived
     such Event of Default under the Agreement as provided below in this Section
     2.6(b), the Event of Default under the Agreement may only be waived by the
     vote of the Holders of at least the proportion in aggregate Liquidation
     Amount of the Common Securities that the relevant Super Majority represents
     of the aggregate principal amount of the Debentures outstanding;

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Preferred Securities and only the Holders of the Preferred Securities will
have the right to direct the Property Trustee in accordance with the terms of
the Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu
of (S)(S) 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
(S)(S) 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Agreement and the Securities, as permitted by the
Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b),
upon such waiver, any such default shall cease to exist and any Event of Default
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Agreement, but no such waiver shall extend
to any subsequent or other default or Event of Default with respect to the
Common Securities or impair any right consequent thereon.

         (c) A waiver of an Event of Default under the Indenture by the Property
Trustee, at the direction of the Holders of the Preferred Securities,
constitutes a waiver of the corresponding Event of Default under this Agreement.
The foregoing provisions of this Section 2.6(c) shall be in lieu of (S)
316(a)(1)(B) of the Trust Indenture Act and such (S) 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Agreement and the
Securities, as permitted by the Trust Indenture Act.

     SECTION 2.7      Event of Default; Notice.

         (a) The Property Trustee shall, within 90 days after the occurrence of
any default with respect to the Securities, transmit by mail, first class
postage prepaid, to the Holders of the Securities and to the Sponsor, notices of
all such defaults actually known to a Responsible Officer of the Property
Trustee, unless such defaults have been cured before the giving of such notice
(the term "defaults" for the purposes of this Section 2.7(a) being hereby
defined to be a Default as defined in the Indenture, not including any periods
of grace provided for therein and irrespective of the giving of any notice
provided therein); provided that, except for a default in the payment of
principal of (or premium, if any) or interest on any of the Debentures, the
Property Trustee shall be protected in withholding such notice if and so long as
a committee of Responsible Officers of the Property Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Securities.

                                       -8-



         (b) The Property Trustee shall not be deemed to have actual knowledge
of any default except:

             (i)  a default under Sections 6.01(a) and 6.01(b) of the Indenture;
     or

             (ii) any default as to which the Property Trustee shall have
     received written notice or of which a Responsible Officer of the Property
     Trustee charged with the administration of the Agreement shall have actual
     knowledge.

         (c) Within ten Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer of the Property Trustee, the
Property Trustee shall transmit notice of such Event of Default to the Holders
of the Preferred Securities, the Administrative Trustees and the Sponsor, unless
such Event of Default shall have been cured, waived or otherwise eliminated. The
Sponsor and the Administrative Trustees shall file annually with the Property
Trustee a certification as to whether or not they are in compliance with all the
conditions and covenants applicable to them under this Agreement.

                                   ARTICLE III
                                  ORGANIZATION

     SECTION 3.1      Name.

     The Trust continued hereby is named "Radio One Trust [___]" as such name
may be modified from time to time by the Administrative Trustees following
written notice to the Delaware Trustee, the Property Trustee and the Holders of
Securities.  The Trust's activities may be conducted under the name of the Trust
or any other name deemed advisable by the Administrative Trustees.

     SECTION 3.2      Office.

     The address of the principal office of the Trust is c/o Radio One, Inc.,
5900 Princess Garden Parkway, 7th Floor, Lanham, MD 20706. On ten Business Days'
prior written notice to the Delaware Trustee, the Property Trustee and the
Holders of Securities, the Administrative Trustees may designate another
principal office.

     SECTION 3.3      Purpose.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Securities, (b) use the proceeds from the sale of the Securities to acquire the
Debentures in an aggregate principal amount equal to the aggregate Liquidation
Amount of such Securities, and (c) except as otherwise limited herein, to engage
in only those other activities necessary, advisable or incidental thereto,
including without limitation, those activities specified in Sections 3.6, 3.8,
3.9, 3.10, 3.11 and/or 3.12.

     SECTION 3.4      Authority.

     Subject to the limitations provided in this Agreement and to the specific
duties of the Property Trustee, the Administrative Trustees shall have exclusive
and complete authority to carry out the purposes of the Trust. An action taken
by one or more of the Administrative Trustees in accordance with their powers
shall constitute the act of and serve to bind the Trust and an action taken by
the Property Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Agreement.

     SECTION 3.5      Title to Property of the Trust.

     Except as provided in Section 3.8 with respect to the Debentures and the
Property Trustee Account or as otherwise provided in this Agreement, legal title
to all assets of the Trust shall be vested in the Trust. The Holders shall not
have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.

                                       -9-



     SECTION 3.6      Powers and Duties of the Administrative Trustees.

     The Administrative Trustees shall have the exclusive power, duty and
authority, and are hereby authorized and directed, to cause the Trust to engage
in the following activities:

         (a) to execute, deliver, issue and sell the Preferred Securities and
     the Common Securities in accordance with this Agreement; provided, however,
     that (i) the Trust may issue no more than one series of Preferred
     Securities and no more than one series of Common Securities, (ii) there
     shall be no interests in the Trust other than the Securities, and (iii) the
     issuance of Securities shall be limited to a simultaneous issuance of both
     Preferred Securities and Common Securities at the Closing Time and the
     Option Closing Date, if any;

         (b) in connection with the issue and sale of the Preferred Securities
     to:

             (i)   execute and file any documents prepared by the Sponsor, or
     take any acts as determined by the Sponsor to be necessary in order to
     qualify or register all or part of the Preferred Securities in any State in
     which the Sponsor has determined to qualify or register such Preferred
     Securities for sale;

             (ii)  at the direction of the Sponsor, execute and file an
     application, prepared by the Sponsor, to the New York Stock Exchange or any
     other national stock exchange or the Nasdaq National Market for listing or
     quotation of the Preferred Securities;

             (iii) execute and deliver letters, documents, or instruments with
     DTC and other Clearing Agencies relating to the Preferred Securities;

             (iv)  if required, execute and file with the Commission a
         registration statement on Form 8-A, including any amendments thereto,
         prepared by the Sponsor, relating to the registration of the Preferred
         Securities under Section 12(b) or 12(g) of the Exchange Act, as the
         case may be; and

             (v)   execute and file any agreement, certificate or other document
     which such Administrative Trustee deems necessary or appropriate in
     connection with the issuance and sale of the Preferred Securities;

         (c) to acquire the Debentures with the proceeds of the sale of the
     Preferred Securities and the Common Securities; provided, however, that the
     Administrative Trustees shall cause legal title to the Debentures to be
     held of record in the name of the Property Trustee for the benefit of the
     Trust, the Holders of the Preferred Securities and the Holders of Common
     Securities;

         (d) to cause the Trust to enter into and to execute and deliver on
     behalf of the Trust such agreements and arrangements as may be necessary or
     desirable in connection with the sale of Preferred Securities to the
     underwriters thereof and the consummation thereof, and to take all action,
     and exercise all discretion, as may be necessary or desirable in connection
     with the consummation thereof;

         (e) to give the Sponsor and the Property Trustee prompt written notice
     of the occurrence of a Special Event;

         (f) to establish a record date with respect to all actions to be taken
     hereunder that require a record date be established, including and with
     respect to, for the purposes of ss.316(c) of the Trust Indenture Act,
     Distributions, voting rights and redemptions, and to issue relevant notices
     to the Holders of Preferred Securities and Holders of Common Securities as
     to such actions and applicable record dates;

         (g) to take all actions and perform such duties as may be required of
     the Administrative Trustees pursuant to this Agreement, including but not
     limited to the terms of the Securities;

         (h) to bring or defend, pay, collect, compromise, arbitrate, resort to
     legal action, or otherwise adjust claims or demands of or against the Trust
     ("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee
     has the exclusive power to bring such Legal Action;

                                      -10-



         (i) to employ or otherwise engage employees and agents (who may be
     designated as officers with titles) and managers, contractors, advisors,
     and consultants and pay reasonable compensation for such services;

         (j) to cause the Trust to comply with the Trust's obligations under the
     Trust Indenture Act;

         (k) to give the certificate required by (S) 314(a)(4) of the Trust
     Indenture Act to the Property Trustee, which certificate may be executed by
     any Administrative Trustee;

         (l) to incur expenses that are necessary or incidental to carry out any
     of the purposes of the Trust;

         (m) to act as, or appoint another Person to act as, Registrar for the
     Securities or to appoint a Paying Agent for the Securities as provided in
     Section 7.4 except for such time as such power to appoint a Paying Agent is
     vested in the Property Trustee;

         (n) to give prompt written notice to the Property Trustee and to
     Holders of the Securities of any notice received from the Debenture Issuer
     of its election to defer payments of interest on the Debentures by
     extending the interest payment period under the Indenture;

         (o) to take all action that may be necessary or appropriate for the
     preservation and the continuation of the Trust's valid existence, rights,
     franchises and privileges as a statutory business trust under the laws of
     the State of Delaware and of each other jurisdiction in which such
     existence is necessary to protect the limited liability of the Holders of
     the Preferred Securities or to enable the Trust to effect the purposes for
     which the Trust was created;

         (p) to take any action (provided that such action does not materially
     adversely affect the interests of Holders), not inconsistent with this
     Agreement or with applicable law, that the Administrative Trustees
     determine in their discretion to be necessary or desirable in carrying out
     the activities of the Trust as set out in this Section 3.6, including, but
     not limited to:

             (i)   causing the Trust not to be deemed to be an Investment
         Company required to be registered under the Investment Company Act;

             (ii)  causing the Trust to be classified for United States Federal
         income tax purposes as a grantor trust; and

             (iii) cooperating with the Debenture Issuer to ensure that the
         Debentures will be treated as indebtedness of the Debenture Issuer for
         United States Federal income tax purposes;

         (q) to take all action necessary to cause all applicable tax returns
     and tax information reports that are required to be filed with respect to
     the Trust to be duly prepared and filed by the Administrative Trustees, on
     behalf of the Trust; and

         (r) to execute and deliver and record, file or register, as applicable,
     all documents, certificates, agreements or instruments, perform all duties
     and powers, and do all things for and on behalf of the Trust in all matters
     necessary, advisable or incidental to the foregoing.

     The Administrative Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall not take
any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

     Subject to this Section 3.6, the Administrative Trustees shall have none of
the powers or the authority of the Property Trustee set forth in Section 3.8.

     Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Sponsor.

                                      -11-



     SECTION 3.7      Prohibition of Actions by the Trust and the Trustees.

         (a) The Trust and the Trustees (including the Property Trustee and the
Delaware Trustee) shall not, and the Administrative Trustees shall cause the
Trust not to, engage in any activity other than as required or authorized by
this Agreement. In particular, the Trust shall not:

             (i)    invest any proceeds received by the Trust from holding the
     Debentures, but shall distribute all such proceeds to Holders of Securities
     pursuant to the terms of this Agreement and of the Securities;

             (ii)   acquire any assets other than as expressly provided herein;

             (iii)  possess Trust property for other than a Trust purpose or
     execute any mortgage in respect of, or pledge, any Trust property;

             (iv)   make any loans or incur any indebtedness;

             (v)    possess any power or otherwise act in such a way as to vary
     the Trust assets or the terms of the Securities in any way whatsoever;

             (vi)   issue any securities or other evidences of beneficial
     ownership of, or beneficial interest in, the Trust other than the
     Securities;

             (vii)  so long as any Debentures are held by the Property Trustee,
     the Trustees shall not (A) direct the time, method and place of conducting
     any proceeding with respect to any remedy available to the Debenture
     Trustee, or exercise any trust or power conferred upon the Debenture
     Trustee with respect to the Debentures, (B) waive any past default that is
     waivable under the Indenture, (C) exercise any right to rescind or annul a
     declaration of acceleration of the maturity of the principal of the
     Debentures, or (D) consent to any amendment, modification or termination of
     the Indenture or the Debentures where such consent shall be required,
     without, in each case, obtaining (1) the prior approval of the Holders of a
     Majority in Liquidation Amount of all outstanding Securities; provided,
     however, that where a consent under the Indenture would require the consent
     of each holder of Debentures affected thereby, no such consent shall be
     given by the Property Trustee without the prior approval of each Holder of
     Securities and (2) an Opinion of Counsel delivered to the Trust from tax
     counsel experienced in such matters to the effect that the Trust will not
     be classified as an association taxable as a corporation for United States
     Federal income tax purposes on account of such action;

             (viii) revoke any action previously authorized or approved by a
     vote of the Holders of Preferred Securities except by subsequent vote of
     such Holders;

             (ix)   revoke any action previously authorized or approved by a
     vote of the Holders of Common Securities except by subsequent vote of such
     Holders; or

             (x)    undertake (or permit to be undertaken) any activity that
     would cause the Trust not to be classified for United States Federal income
     tax purposes as a grantor trust.

     SECTION 3.8      Powers and Duties of the Property Trustee.

         (a) The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee in trust for the benefit of the Trust
and the Holders of the Securities. The right, title and interest of the Property
Trustee to the Debentures shall vest automatically in each Person who may
hereafter be appointed as Property Trustee in accordance with Section 5.7. Such
vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.

         (b) The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Administrative Trustees or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).

                                      -12-



         (c) The Property Trustee shall:

             (i)   establish and maintain a segregated non-interest bearing
     trust account (the "Property Trustee Account") in the name of and under the
     exclusive control of the Property Trustee on behalf of the Holders of the
     Securities and, upon the receipt of payments of funds made in respect of
     the Debentures held by the Property Trustee, deposit such funds into the
     Property Trustee Account and make payments or cause the Paying Agent to
     make payments to the Holders of the Preferred Securities and Holders of the
     Common Securities from the Property Trustee Account in accordance with
     Section 6.1. Funds in the Property Trustee Account shall be held uninvested
     until disbursed in accordance with this Agreement. The Property Trustee
     Account shall be an account that is maintained with a banking institution
     the rating on whose long-term unsecured indebtedness is at least equal to
     the rating assigned to the Preferred Securities by a "nationally recognized
     statistical rating organization", as that term is defined for purposes of
     Rule 436(g)(2) under the Securities Act, which as of the date hereof is
     rated BB by Standard & Poor's Ratings Services and Ba2 by Moody's Investors
     Service, Inc. If the ratings specified above are changed, the Sponsor shall
     inform the Property Trustee of any new ratings assigned to the Preferred
     Securities;

             (ii)  engage in such ministerial activities as shall be necessary
     or appropriate to effect the redemption of the Preferred Securities and the
     Common Securities to the extent the Debentures are redeemed or mature;

             (iii) upon written notice of distribution issued by the
     Administrative Trustees in accordance with the terms of the Securities,
     engage in such ministerial activities as shall be necessary or appropriate
     to effect the distribution of the Debentures to Holders of Securities upon
     the occurrence of certain events; and

             (iv)  take such ministerial action as may be requested by the
     Administrative Trustees in connection with the winding up of the affairs of
     or liquidation of the Trust in accordance with this Agreement and the
     preparation, execution and filing of a certificate of cancellation or other
     appropriate certificates with the Secretary of State of the State of
     Delaware and other appropriate governmental authorities.

         (d) The Property Trustee shall take all actions and perform such duties
as may be specifically required of the Property Trustee pursuant to the terms of
this Agreement and the Securities.

         (e) Subject to Section 3.9, the Property Trustee shall take any Legal
Action which arises out of or in connection with an Event of Default of which a
Responsible Officer of the Property Trustee has actual knowledge or the Property
Trustee's duties and obligations under this Agreement or the Trust Indenture Act
and, if the Property Trustee shall have failed to take such Legal Action, the
Holders of the Preferred Securities in at least an aggregate Liquidation Amount
equal to the specified percentage of Holders of Debentures entitled to take such
Legal Action may, to the fullest extent permitted by law, take such Legal Action
without first proceeding against the Property Trustee or the Trust; provided,
however, that if an Event of Default has occurred and is continuing and such
event is attributable to the failure of the Debenture Issuer to pay the
principal of or premium, if any, or interest on the Debentures on the date such
principal, premium, if any, or interest is otherwise payable (or in the case of
redemption, on the redemption date), then a Holder of Preferred Securities may
directly institute a proceeding for enforcement of payment to such Holder of the
principal of or premium, if any, or interest on the Debentures having a
principal amount equal to the aggregate Liquidation Amount of the Preferred
Securities of such Holder on or after the respective due date specified in the
Debentures (a "Direct Action"). Except as provided in the preceding sentence,
the Holders of Preferred Securities will not be able to exercise directly any
other remedy available to the holders of the Debentures.

         (f) The Property Trustee shall continue to serve as a Trustee until
either:

             (i)   the Trust has been completely liquidated and the proceeds of
     the liquidation distributed to the Holders of Securities pursuant to the
     terms of the Securities and this Agreement; or

             (ii)  a successor Property Trustee has been appointed and has
     accepted that appointment in accordance with Section 5.7 (a "Successor
     Property Trustee").

                                      -13-



         (g) The Property Trustee shall have the legal power to exercise all of
the rights, powers and privileges of a holder of Debentures under the Indenture
and, if an Event of Default actually known to a Responsible Officer of the
Property Trustee occurs and is continuing, the Property Trustee shall, for the
benefit of Holders of the Securities, enforce its rights as holder of the
Debentures subject to the rights of the Holders pursuant to the terms of the
Securities and this Agreement.

         (h) The Property Trustee shall be authorized to undertake any actions
set forth in (S) 317(a) of the Trust Indenture Act.

         (i) For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all Securities and any such Paying Agent
shall comply with (S) 317(b) of the Trust Indenture Act. Any such additional
Paying Agent may be removed with or without cause by the Property Trustee at any
time the Property Trustee remains as Paying Agent and a successor Paying Agent
or additional Paying Agents may be (but are not required to be) appointed at any
time by the Property Trustee while the Property Trustee is acting as Paying
Agent.

         (j) Subject to this Section 3.8, the Property Trustee shall have none
of the duties, liabilities, powers or the authority of the Administrative
Trustees set forth in Section 3.6.

     Notwithstanding anything expressed or implied to the contrary in this
Agreement or any Annex or Exhibit hereto, the Property Trustee must exercise the
powers set forth in this Section 3.8 in a manner that is consistent with the
purposes and functions of the Trust set out in Section 3.3.

     SECTION 3.9    Certain Duties and Responsibilities of the Property Trustee.

         (a) The Property Trustee, before the occurrence of any Event of Default
and after the curing or waiving of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Agreement and in the Securities and no implied covenants or obligations
shall be read into this Agreement against the Property Trustee. In case an Event
of Default has occurred (that has not been cured or waived pursuant to Section
2.6) of which a Responsible Officer of the Property Trustee has actual
knowledge, the Property Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

         (b) No provision of this Agreement shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, its own bad faith or its own willful misconduct, except that:

             (i) prior to the occurrence of an Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

                 (A) the duties and obligations of the Property Trustee shall
         be determined solely by the express provisions of this Agreement and in
         the Securities and the Property Trustee shall not be liable except for
         the performance of such duties and obligations as are specifically set
         forth in this Agreement and in the Securities, and no implied covenants
         or obligations shall be read into this Agreement against the Property
         Trustee; and

                 (B) in the absence of bad faith on the part of the Property
         Trustee, the Property Trustee may conclusively rely, as to the truth of
         the statements and the correctness of the opinions expressed therein,
         upon any certificates or opinions furnished to the Property Trustee and
         conforming to the requirements of this Agreement; provided, however,
         that in the case of any such certificates or opinions that by any
         provision hereof are specifically required to be furnished to the
         Property Trustee, the Property Trustee shall be under a duty to examine
         the same to determine whether or not they conform to the requirements
         of this Agreement (but shall not be required to confirm or investigate
         the accuracy of mathematical calculations or other facts stated
         therein);

                                      -14-



             (ii)   the Property Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Property
     Trustee, unless it shall be proved that the Property Trustee was negligent
     in ascertaining the pertinent facts;

             (iii)  the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of a Majority in Liquidation Amount of the
     Securities relating to the time, method and place of conducting any
     proceeding for any remedy available to the Property Trustee, or exercising
     any trust or power conferred upon the Property Trustee under this
     Agreement;

             (iv)   no provision of this Agreement shall require the Property
     Trustee to expend or risk its own funds or otherwise incur personal
     financial liability in the performance of any of its duties or in the
     exercise of any of its rights or powers, if it shall have reasonable
     grounds for believing that the repayment of such funds or liability is not
     reasonably assured to it under the terms of this Agreement or indemnity
     reasonably satisfactory to the Property Trustee against such risk or
     liability is not reasonably assured to it;

             (v)    the Property Trustee's sole duty with respect to the
     custody, safekeeping and physical preservation of the Debentures and the
     Property Trustee Account shall be to deal with such property in a similar
     manner as the Property Trustee deals with similar property for its own
     account, subject to the protections and limitations on liability afforded
     to the Property Trustee under this Agreement and the Trust Indenture Act;

             (vi)   the Property Trustee shall have no duty or liability for or
     with respect to the value, genuineness, existence or sufficiency of the
     Debentures or the payment of any taxes or assessments levied thereon or in
     connection therewith;

             (vii)  the Property Trustee shall not be liable for any interest on
     any money received by it except as it may otherwise agree in writing with
     the Sponsor. Money held by the Property Trustee need not be segregated from
     other funds held by it except in relation to the Property Trustee Account
     maintained by the Property Trustee pursuant to Section 3.8(c)(i) and except
     to the extent otherwise required by law; and

             (viii) the Property Trustee shall not be responsible for
     monitoring the compliance by the Administrative Trustees or the Sponsor
     with their respective duties under this Agreement, nor shall the Property
     Trustee be liable for any default or misconduct of the Administrative
     Trustees or the Sponsor.

     SECTION 3.10     Certain Rights of Property Trustee.

         (a) Subject to the provisions of Section 3.9:


             (i)   the Property Trustee may conclusively rely and shall be fully
     protected in acting or refraining from acting upon any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document believed by it to be genuine and to
     have been signed, sent or presented by the proper party or parties;

             (ii)  any direction or act of the Sponsor or the Administrative
     Trustees contemplated by this Agreement may be sufficiently evidenced by an
     Officers' Certificate;

             (iii) whenever in the administration of this Agreement, the
     Property Trustee shall deem it desirable that a matter be proved or
     established before taking, suffering or omitting any action hereunder, the
     Property Trustee (unless other evidence is herein specifically prescribed)
     may, in the absence of bad faith on its part, request and conclusively rely
     upon an Officers' Certificate which, upon receipt of such request, shall be
     promptly delivered by the Sponsor or the Administrative Trustees;

             (iv)  the Property Trustee shall have no duty to see to any
     recording, filing or registration of any instrument (including any
     financing or continuation statement or any filing under tax or securities
     laws) or any re-recording, refiling or registration thereof;

                                      -15-



          (v)    the Property Trustee may consult with counsel or other experts
     of its selection and the advice or opinion of such counsel and experts with
     respect to legal matters or advice within the scope of such experts' area
     of expertise shall be full and complete authorization and protection in
     respect of any action taken, suffered or omitted by it hereunder in good
     faith and in accordance with such advice or opinion, such counsel may be
     counsel to the Sponsor or any of its Affiliates, and may include any of its
     employees; and the Property Trustee shall have the right at any time to
     seek instructions concerning the administration of this Agreement from any
     court of competent jurisdiction;

          (vi)   the Property Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Agreement at the request
     or direction of any Holder, unless such Holder shall have provided to the
     Property Trustee security and indemnity, reasonably satisfactory to the
     Property Trustee, against the costs, expenses (including reasonable
     attorneys' fees and expenses and the expenses of the Property Trustee's
     agents, nominees or custodians) and liabilities that might be incurred by
     it in complying with such request or direction, including such reasonable
     advances as may be requested by the Property Trustee in respect of the
     time, method or place of conducting any proceeding for any remedy available
     to the Property Trustee or the exercise of any trust or power conferred on
     the Property Trustee under this Agreement;

          (vii)  the Property Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Property Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit;

          (viii) the Property Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents, custodians, nominees or attorneys and the Property Trustee shall
     not be responsible for any misconduct or negligence on the part of any
     agent or attorney appointed with due care by it hereunder;

          (ix)   any action taken by the Property Trustee or its agents
     hereunder shall bind the Trust and the Holders of the Securities, and the
     signature of the Property Trustee or its agents alone shall be sufficient
     and effective to perform any such action and no third party shall be
     required to inquire as to the authority of the Property Trustee to so act
     or as to its compliance with any of the terms and provisions of this
     Agreement, both of which shall be conclusively evidenced by the Property
     Trustee's or its agent's taking such action;

          (x)    whenever in the administration of this Agreement the Property
     Trustee shall deem it desirable to receive instructions with respect to
     enforcing any remedy or right or taking any other action hereunder, the
     Property Trustee (i) may request instructions from the Holders of the
     Securities which instructions may only be given by the Holders of the same
     proportion in Liquidation Amount of the Securities as would be entitled to
     direct the Property Trustee under the terms of the Securities in respect of
     such remedy, right or action, (ii) may refrain from enforcing such remedy
     or right or taking such other action until such instructions are received,
     and (iii) shall be protected in conclusively relying on, or acting in
     accordance with, such instructions;

          (xi)   except as otherwise expressly provided by this Agreement, the
     Property Trustee shall not be under any obligation to take any action that
     is discretionary under the provisions of this Agreement; and

          (xii)  the Property Trustee shall not be liable for any action taken,
     suffered, or omitted to be taken by it in good faith, without negligence,
     and reasonably believed by it to be authorized or within the discretion or
     rights or powers conferred upon it by this Agreement.

     (b)  No provision of this Agreement shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

                                      -16-



     (c) It is expressly understood and agreed by the parties hereto that in
fulfilling its obligations as Property Trustee hereunder on behalf of the Trust,
(i) any agreements or instruments executed or delivered by Wilmington Trust
Company are executed and delivered not in its individual capacity but solely as
Property Trustee under this Agreement in the exercise of the powers and
authority conferred and vested in it, (ii) each of the representations,
undertakings and agreements herein made on the part of the Trust is made and
intended not as representations, warranties, covenants, undertakings and
agreements by Wilmington Trust Company in its individual capacity but is made
and intended for the purpose of binding only the Trust, and (iii) under no
circumstances (except with respect to funds delivered to it relating to payments
in respect of the Securities) shall Wilmington Trust Company in its individual
capacity be personally liable for the payment of any indebtedness or expenses of
the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Agreement except if such breach or failure is due to any negligence, bad faith
or willful misconduct of the Property Trustee.

     SECTION 3.11   Delaware Trustee.

     (a) Notwithstanding any other provision of this Agreement other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Administrative Trustees or the Property Trustee described in this Agreement
(except as required under the Business Trust Act). Except as set forth in
Section 5.2, the Delaware Trustee shall be a Trustee for the sole and limited
purpose of fulfilling the requirements of (S)3807 of the Business Trust Act.

     (b) It is expressly understood and agreed by the parties hereto that in
fulfilling its obligations as Delaware Trustee hereunder on behalf of the Trust,
(i) any agreements or instruments executed or delivered by Wilmington Trust
Company are executed and delivered not in its individual capacity but solely as
Delaware Trustee under this Agreement in the exercise of the powers and
authority conferred and vested in it, (ii) each of the representations,
undertakings and agreements herein made on the part of the Trust is made and
intended not as representations, warranties, covenants, undertakings and
agreements by Wilmington Trust Company in its individual capacity but is made
and intended for the purpose of binding only the Trust, and (iii) under no
circumstances shall Wilmington Trust Company in its individual capacity be
personally liable for the payment of any indebtedness or expenses of the Trust
or be liable for the breach or failure of any obligation, representation,
warranty, or covenant made or undertaken by the Trust under this Agreement
except if such breach or failure is due to any gross negligence, bad faith or
willful misconduct of the Delaware Trustee.

     SECTION 3.12   Execution of Documents.

     Except as otherwise required by the Business Trust Act or applicable law,
each Administrative Trustee, individually, is authorized to execute and deliver
on behalf of the Trust any documents, agreements, instruments or certificates
that the Administrative Trustees have the power and authority to execute and
deliver pursuant to this Agreement.

     SECTION 3.13   Not Responsible for Recitals or Issuance of Securities.

     The recitals contained in this Agreement and the Securities shall be taken
as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Agreement or the Securities.

     SECTION 3.14   Duration of Trust.

     The Trust, unless earlier dissolved pursuant to the provisions of Article
VIII hereof, shall dissolve on ______________________.

     SECTION 3.15   Mergers.

     (a) The Trust may not merge with or into, convert to, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets as an entirety or substantially as an entirety to any Person, except as
described

                                      -17-



in Section 3.15(b) and (c) and except with respect to the distribution
of all Debentures to Holders of Securities pursuant to Section 8.1(a)(iii).

       (b) The Trust may, at the request of the Sponsor, with the consent of the
Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders of the
Securities, the Delaware Trustee or the Property Trustee, merge with or into,
convert to, consolidate, amalgamate, or be replaced by, or convey, transfer or
lease its properties and assets as an entirety or substantially as an entirety
to, a trust organized as such under the laws of any State; provided that:

           (i)    such successor entity (the "Successor Entity") either:

                  (A) expressly assumes all of the obligations of the Trust
       under the Securities; or

                  (B) substitutes for the Securities other securities having
       substantially the same terms as the Securities (the "Successor
       Securities") so long as the Successor Securities rank the same as the
       Securities rank with respect to Distributions and payments upon
       liquidation, redemption and otherwise;

           (ii)   the Sponsor expressly appoints a trustee of the Successor
     Entity that possesses the same powers and duties as the Property Trustee
     with respect to the Debentures;

           (iii)  the Successor Securities (excluding any securities substituted
     for any Common Securities) are listed, quoted or included for trading, or
     any Successor Securities will be listed, quoted or included for trading,
     upon notification of issuance, on any national securities exchange or with
     any other organization on which the Preferred Securities are then listed,
     quoted or included;

           (iv)   such merger, conversion, consolidation, amalgamation,
     replacement, conveyance, transfer or lease does not cause the Preferred
     Securities (including any Successor Securities) or the Debentures to be
     downgraded or placed under surveillance or review by any nationally
     recognized statistical rating organization that publishes a rating on the
     Preferred Securities or the Debentures;

           (v)    such merger, conversion, consolidation, amalgamation,
     replacement, conveyance, transfer or lease does not adversely affect the
     rights, preferences and privileges of the Holders of the Securities
     (including the holders of any Successor Securities) in any material respect
     (other than with respect to any dilution of the interests of such Holders
     or holders, as the case may be, in the Successor Entity);

           (vi)   the Successor Entity has a purpose substantially identical to
     that of the Trust;

           (vii)  prior to such merger, conversion, consolidation, amalgamation,
     replacement, conveyance, transfer or lease, the Sponsor has received an
     opinion of a nationally recognized independent counsel to the Trust
     experienced in such matters to the effect that:

                  (A) such merger, conversion, consolidation, amalgamation,
       replacement, conveyance, transfer or lease does not adversely affect the
       rights, preferences and privileges of the Holders of the Securities
       (including the holders of any Successor Securities) in any material
       respect (other than with respect to any dilution of the interests of such
       Holders or holders, as the case may be, in the Successor Entity); and

                  (B) following such merger, conversion, consolidation,
       amalgamation, replacement, conveyance, transfer or lease, neither the
       Trust nor the Successor Entity, if any, will be required to register as
       an Investment Company; and

           (viii) the Sponsor or any permitted successor or assignee owns all of
     the common securities of the Successor Entity and guarantees the
     obligations of the Successor Entity under the Successor Securities at least
     to the extent provided by the Preferred Securities Guarantee and the Common
     Securities Guarantee.

                                      -18-



     (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in Liquidation Amount of the Securities, merge with
or into, convert to, consolidate, amalgamate, or be replaced by, or convey,
transfer or lease its properties and assets as an entirety or substantially as
an entirety to, any other Person or permit any other Person to merge with or
into, consolidate, amalgamate, or replace it if such merger, conversion,
consolidation, amalgamation, replacement, conveyance, transfer or lease would
cause the Trust or the Successor Entity, if any, not to be classified as a
grantor trust for United States Federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

     SECTION 4.1    Sponsor's Purchase of Common Securities.

     At the Closing Time and on any Option Closing Date, the Sponsor will
purchase all of the Common Securities then issued by the Trust, in an amount
equal to at least 3% of the total capital of the Trust, at the same time as the
Preferred Securities are issued and sold. The aggregate Liquidation Amount of
Common Securities at any time shall not be less than 3% of the total capital of
the Trust.

     For so long as the Preferred Securities remain outstanding, the Sponsor
covenants (i) to maintain, directly or indirectly, 100% ownership of the Common
Securities; provided, however, that any permitted successor of the Sponsor under
the Indenture may succeed to the Sponsor's interest in the Common Securities,
(ii) to use its best efforts to cause the Trust (a) to remain a statutory
business trust, except in connection with a distribution of Debentures to the
Holders of Securities in liquidation of the Trust, the redemption of all the
Securities, or certain mergers, consolidations or amalgamations, each as
permitted by this Agreement, and not to voluntarily dissolve, wind up, liquidate
or be terminated, except as permitted by this Agreement, and (b) to otherwise
continue to be classified as a grantor trust for United States federal income
tax purposes, (iii) to use its best efforts to ensure that the Trust shall not
be an Investment Company for purposes of the Investment Company Act, (iv) to use
its best efforts to cause each Holder of Securities to be treated as owning an
undivided beneficial interest in the Debentures and (v) to take no action which
would cause the dissolution, liquidation or winding up of the Trust, except as
otherwise provided in this Agreement.

     SECTION 4.2    Responsibilities of the Sponsor.

     In connection with the issuance and sale of the Preferred Securities, the
Sponsor shall have the right and responsibility to engage in the following
activities:

          (a) to prepare for filing by the Trust, execute and file with the
     Commission the registration statement on Form S-3 pertaining to the
     Preferred Securities, including any amendments thereto and to register the
     Preferred Securities Guarantee related thereto;

          (b) to determine the jurisdictions in which to take appropriate action
     to qualify or register for sale all or part of the Preferred Securities and
     to do any and all such acts, other than actions which must be taken by the
     Trust, and advise the Trust of actions it must take, and prepare for
     execution and filing any documents to be executed and filed by the Trust,
     as the Sponsor deems necessary or advisable in order to comply with the
     applicable laws of any such jurisdictions;

          (c) if deemed necessary or advisable by the Sponsor, to prepare for
     filing by the Trust an application to the New York Stock Exchange or any
     other national stock exchange or the Nasdaq National Market for listing or
     quotation of the Preferred Securities;

          (d) to prepare for filing by the Trust, execute and file with the
     Commission a registration statement on Form 8-A, including any amendments
     thereto, relating to the registration of the Preferred Securities under
     Section 12(b) or 12(g) of the Exchange Act, as the case may be, including
     any amendments thereto; and

          (e) to negotiate the terms of, execute, enter into and deliver the
     Underwriting Agreement providing for the sale of the Preferred Securities.

                                      -19-



     SECTION 4.3    Right to Proceed.

     The Sponsor acknowledges the rights of the Holders of Preferred Securities
to bring one or more Direct Actions under the circumstances specified in this
Agreement.

                                    ARTICLE V
                                    TRUSTEES

     SECTION 5.1    Number of Trustees; Appointment of Co-Trustee.

     The number of Trustees initially shall be five (5), and:

          (a) at any time before the issuance of any Securities, the Sponsor
     may, by written instrument, increase or decrease the number of Trustees;
     and

          (b) after the issuance of any Securities, the number of Trustees may
     be increased or decreased by vote of the Holders of a Majority in
     Liquidation Amount of the Common Securities voting as a class at a meeting
     of the Holders of the Common Securities;

provided, however, that, the number of Trustees shall in no event be less than
two (2); provided further that (1) one Trustee shall be a Person meeting the
requirements of Section 5.2 (the "Delaware Trustee"); (2) there shall be at
least one Trustee who is an employee or officer of, or is affiliated with the
Sponsor (an "Administrative Trustee"); and (3) one Trustee shall be the Property
Trustee for so long as this Agreement is required to qualify as an indenture
under the Trust Indenture Act, and such Trustee may also serve as Delaware
Trustee if it meets the applicable requirements. Notwithstanding the above,
unless an Event of Default shall have occurred and be continuing, at any time or
times, for the purpose of meeting the legal requirements of the Trust Indenture
Act or of any jurisdiction in which any part of the Trust's property may at the
time be located, the Holders of a Majority in Liquidation Amount of the Common
Securities acting as a class at a meeting of the Holders of the Common
Securities, and the Administrative Trustees shall have power to appoint one or
more Persons either to act as a co-trustee, jointly with the Property Trustee,
of all or any part of the Trust's property, or to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in such
capacity any property, title, right or power deemed necessary or desirable,
subject to the provisions of this Agreement. In case an Event of Default has
occurred and is continuing, the Property Trustee alone shall have power to make
any such appointment of a co-trustee.

     SECTION 5.2    Delaware Trustee.

     For so long as required by the Business Trust Act, the Delaware Trustee
shall be:

          (a) a natural person who is a resident of the State of Delaware; or

          (b) if not a natural person, an entity which has its principal place
     of business in the State of Delaware, and otherwise meets the requirements
     of applicable law, provided, however, if the Property Trustee has its
     principal place of business in the State of Delaware and otherwise meets
     the requirements of applicable law, then the Property Trustee shall also be
     the Delaware Trustee and Section 3.11 shall have no application.

     SECTION 5.3    Property Trustee; Eligibility.

          (a) There shall at all times be one Trustee (the "Property Trustee")
     which shall act as Property Trustee and which shall:

              (i) not be an Affiliate of the Sponsor; and

                                      -20-



          (ii) be a corporation organized and doing business under the laws of
     the United States of America or any State or Territory thereof or of the
     District of Columbia, or a corporation or Person permitted by the
     Commission to act as an indenture trustee under the Trust Indenture Act,
     authorized under such laws to exercise corporate trust powers, having a
     combined capital and surplus of at least $50,000,000, and subject to
     supervision or examination by federal, state, territorial or District of
     Columbia authority. If such corporation publishes reports of condition at
     least annually, pursuant to law or to the requirements of the supervising
     or examining authority referred to above, then for the purposes of this
     Section 5.3(a)(ii), the combined capital and surplus of such corporation
     shall be deemed to be its combined capital and surplus as set forth in its
     most recent report of condition so published.

     (b) If at any time the Property Trustee shall cease to be eligible to so
act under Section 5.3(a), the Property Trustee shall immediately resign in the
manner and with the effect set forth in Section 5.7(c).

     (c) If the Property Trustee has or shall acquire any "conflicting interest"
within the meaning of (S) 310(b) of the Trust Indenture Act, the Property
Trustee and the Holder of the Common Securities (as if it were the obligor
referred to in (S) 310(b) of the Trust Indenture Act) shall in all respects
comply with the provisions of (S) 310(b) of the Trust Indenture Act.

     (d) The Preferred Securities Guarantee shall be deemed to be specifically
described in this Agreement for purposes of clause (i) of the first provision
contained in Section 310(b) of the Trust Indenture Act.

     (e) The initial Property Trustee shall be:

                  Wilmington Trust Company
                  Rodney Square North, 1100 North Market Street
                  Wilmington, DE 19890-0001
                  Attention:  Corporate Trust Administration
                  Telephone:  (302) 636-6000
                  Telecopier: (302) 636-4148

     SECTION 5.4  Certain Qualifications of Administrative Trustees and Delaware
Trustee Generally.

     Each Administrative Trustee and the Delaware Trustee (unless the Property
Trustee also acts as Delaware Trustee) shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
Authorized Officers.

     SECTION 5.5  Administrative Trustees.

     The initial Administrative Trustees shall be:

                  Alfred C. Liggins, III
                  Scott R. Royster
                  Linda J. Eckard Vilardo
                  c/o Radio One, Inc.
                  5900 Princess Garden Parkway, 7th Floor
                  Lanham, MD  20706
                  Attention:  Linda J. Eckard Vilardo
                  Telephone:  (301) 429-2646
                  Telecopier: (301) 306-9638

     (a) Except as expressly set forth in this Agreement and except if a meeting
of the Administrative Trustees is called with respect to any matter over which
the Administrative Trustees have power to act, any power of the Administrative
Trustees may be exercised by, or with the consent of, any one such
Administrative Trustee.

                                      -21-



       (b) Unless otherwise determined by the Administrative Trustees, and
except as otherwise required by the Business Trust Act or applicable law, any
Administrative Trustee acting alone is authorized to execute on behalf of the
Trust any documents which the Administrative Trustees have the power and
authority to cause the Trust to execute pursuant to Section 3.6.

     SECTION 5.6    Delaware Trustee.

     The initial Delaware Trustee shall be:

                  Wilmington Trust Company
                  Rodney Square North, 1100 North Market Street
                  Wilmington, DE 19890-0001
                  Attention: Corporate Trust Administration
                  Telephone:  (302) 636-6000
                  Telecopier: (302) 636-4148

     SECTION 5.7    Appointment, Removal and Resignation of Trustees.

     (a) Subject to Section 5.7(b), Trustees may be appointed or removed without
cause at any time:

         (i) until the issuance of any Securities, by written instrument
executed by the Sponsor;

         (ii) unless an Event of Default shall have occurred and be continuing
after the issuance of any Securities, by vote of the Holders of a Majority in
Liquidation Amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities; and

         (iii) if an Event of Default shall have occurred and be continuing
after the issuance of the Securities, with respect to the Property Trustee or
the Delaware Trustee, by vote of Holders of a Majority in Liquidation Amount of
the Preferred Securities voting as a class at a meeting of Holders of the
Preferred Securities (it being understood that in no event will the Holders of
the Preferred Securities have the right to vote, appoint, remove or replace the
Administrative Trustees, which voting rights are exclusively vested in the
Holder of the Common Securities).

     (b) The Trustee that acts as:

         (i) Property Trustee shall not be removed in accordance with Section
5.7(a) until a Successor Property Trustee has been appointed and has accepted
such appointment by written instrument executed by such Successor Property
Trustee and delivered to the Administrative Trustees and the Sponsor; and

         (ii) the Trustee that acts as Delaware Trustee shall not be removed in
accordance with Section 5.7(a) until a successor Trustee possessing the
qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a
"Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware Trustee
and delivered to the removed Delaware Trustee, the Property Trustee (if the
removed Delaware Trustee is not also the Property Trustee), the Administrative
Trustees and the Sponsor.

         (c) A Trustee appointed to office shall hold office until his successor
shall have been appointed or until his death, removal or resignation. Any
Trustee may resign from office (without need for prior or subsequent accounting)
by an instrument in writing signed by the Trustee and delivered to the other
Trustees, the Sponsor and the Trust, which resignation shall take effect upon
such delivery or upon such later date as is specified therein; provided,
however, that:

         (i) No such resignation of the Trustee that acts as the Property
Trustee shall be effective:

             (A) until a Successor Property Trustee has been appointed and has
     accepted such appointment by instrument executed by such Successor Property
     Trustee and delivered to the Trust, the Sponsor, the Delaware

                                      -22-



     Trustee (if the resigning Property Trustee is not also the Delaware
    Trustee) and the resigning Property Trustee; or

           (B) until the assets of the Trust have been completely liquidated and
   the proceeds thereof distributed to the Holders of the Securities; and

        (ii) no such resignation of the Trustee that acts as the Delaware
Trustee shall be effective until a Successor Delaware Trustee has been appointed
and has accepted such appointment by instrument executed by such Successor
Delaware Trustee and delivered to the Trust, the Property Trustee (if the
resigning Delaware Trustee is not also the Property Trustee), the Sponsor and
the resigning Delaware Trustee.

     (d) The Holders of the Common Securities or, if an Event of Default shall
have occurred and be continuing after the issuance of the Securities, the
Holders of the Preferred Securities shall use their best efforts to promptly
appoint a Successor Delaware Trustee or Successor Property Trustee, as the case
may be, if the Property Trustee or the Delaware Trustee delivers an instrument
of resignation in accordance with this Section 5.7.

     (e) If no Successor Property Trustee or Successor Delaware Trustee shall
have been appointed and accepted appointment as provided in this Section 5.7
within 60 days after delivery of an instrument of resignation or removal, the
Property Trustee or Delaware Trustee resigning or being removed, as applicable,
may petition any court of competent jurisdiction for appointment of a Successor
Property Trustee or Successor Delaware Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper and prescribe, appoint a
Successor Property Trustee or Successor Delaware Trustee, as the case may be.

     (f) No Property Trustee or Delaware Trustee shall be liable for the acts or
omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

     SECTION 5.8    Vacancies among Trustees.

     If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.7.

     SECTION 5.9    Effect of Vacancies.

     To the fullest extent permitted by law, the death, resignation, retirement,
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to dissolve, terminate or
annul the Trust or to terminate this Agreement. Whenever a vacancy in the number
of Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 5.7, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Agreement.

     SECTION 5.10     Meetings.

     If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile or
electronic mail, with a hard copy by overnight courier) not less than 24 hours
before such meeting. Notice of any telephonic meetings of the Administrative
Trustees or any committee thereof shall be hand delivered or otherwise delivered
in writing (including by facsimile or electronic mail, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person, by telephone or by video transmission)
of an Administrative Trustee at a meeting shall

                                      -23-



constitute a waiver of notice of such meeting except where an Administrative
Trustee attends a meeting for the express purpose of objecting to the
transaction of any activity on the ground that the meeting has not been lawfully
called or convened. Unless provided otherwise in this Agreement, any action of
the Administrative Trustees may be taken at a meeting by vote of a majority of
the Administrative Trustees present (whether in person, by telephone or by video
transmission) and eligible to vote with respect to such matter, provided that a
Quorum is present, or without a meeting by the unanimous written consent of the
Administrative Trustees. In the event there is only one Administrative Trustee,
any and all action of such Administrative Trustee shall be evidenced by a
written consent of such Administrative Trustee.

     SECTION 5.11   Delegation of Power.

         (a) Any Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto filed with the
Commission; and

         (b) The Administrative Trustees shall have power to delegate from time
to time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of this Agreement.

     SECTION 5.12   Merger, Conversion, Consolidation or Succession to Business.

     Any Person into which the Property Trustee or the Delaware Trustee or any
Administrative Trustee that is not a natural person, as the case may be, may be
merged, converted or consolidated; and any Person resulting from any merger,
conversion or consolidation to which the Property Trustee or the Delaware
Trustee, as the case may be, shall be a party, or any Person succeeding to all
or substantially all the corporate trust business of the Property Trustee or the
Delaware Trustee, as the case may be, shall be the successor of the Property
Trustee or the Delaware Trustee, as the case may be, hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, such successor shall notify the Sponsor and
the Trust promptly of its succession.

     SECTION 5.13   Compensation.

     The Sponsor agrees:

         (a) to pay to the Property Trustee and the Delaware Trustee from time
     to time such compensation as shall be agreed in writing between the Company
     and the Property Trustee and the Delaware Trustee, respectively, for all
     services rendered by them hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust); and

         (b) to reimburse the Property Trustee and the Delaware Trustee upon
     their request for reasonable expenses, disbursements and advances incurred
     or made by the Property Trustee or the Delaware Trustee, respectively, in
     accordance with any provision of this Agreement (including the reasonable
     compensation and the expenses and advances of its agents and counsel),
     except any such expense or advance as may be attributable to their gross
     negligence (or, in the case of the Property Trustee, negligence), willful
     misconduct or bad faith.

                                   ARTICLE VI
                                  DISTRIBUTIONS

     SECTION 6.1    Distributions.


     Holders shall receive Distributions in accordance with the applicable terms
of the relevant Holder's Securities. Distributions shall be made on the
Preferred Securities and the Common Securities in accordance with the respective
terms and preferences set forth herein and in Annex I. If and to the extent that
the Debenture Issuer makes a payment

                                      -24-



of interest (including any compounded interest and additional interest), premium
and/or principal on the Debentures held by the Property Trustee (the amount of
any such payment being a "Payment Amount"), the Property Trustee shall and is
directed, to the extent funds are available for that purpose, to make a
distribution (a "Distribution") of the Payment Amount to Holders.

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

     SECTION 7.1    General Provisions Regarding Securities.

         (a) The Administrative Trustees shall on behalf of the Trust issue one
class of preferred securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the
"Preferred Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Common Securities"). The Trust shall issue no
securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.

         (b) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

         (c) Upon issuance of the Securities as provided in this Agreement, the
Securities so issued shall be validly issued, fully paid and non-assessable.

         (d) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Agreement, shall
be deemed to have expressly assented and agreed to the terms of, and shall be
bound by, this Agreement.

     SECTION 7.2      Execution and Authentication.

         (a) The Securities shall be signed on behalf of the Trust by an
Administrative Trustee. In case any Administrative Trustee of the Trust who
shall have signed any of the Securities shall cease to be such Administrative
Trustee before the Securities so signed shall be delivered by the Trust, such
Securities nevertheless may be delivered as though the Person who signed such
Securities had not ceased to be such Administrative Trustee; and any Securities
may be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Administrative Trustees of the Trust,
although at the date of the execution and delivery of this Agreement any such
person was not an Administrative Trustee.

         (b) One Administrative Trustee shall sign the Preferred Securities for
the Trust by manual or facsimile signature.

     A Preferred Security shall not be valid until authenticated by the manual
signature of an authorized signatory of the Property Trustee. The signature
shall be conclusive evidence that the Preferred Security has been authenticated
under this Agreement. A Common Security shall be valid upon execution by an
Administrative Trustee without any act of the Property Trustee.

     Upon a written order of the Trust signed by one Administrative Trustee, the
Property Trustee shall authenticate the Preferred Securities for original issue.

     The aggregate number of Preferred Securities outstanding at any time shall
not exceed the number set forth in the terms in Annex I hereto except as
provided in Section 7.6.

     The Property Trustee may appoint an authenticating agent acceptable to the
Trust to authenticate Preferred Securities. An authenticating agent may
authenticate Preferred Securities whenever the Property Trustee may do so. Each
reference in this Agreement to authentication by the Property Trustee includes
authentication by such agent. An authenticating agent has the same rights as the
Property Trustee hereunder with respect to the Sponsor or an Affiliate.

                                      -25-



     SECTION 7.3    Form and Dating.

     The Preferred Securities and the Property Trustee's certificate of
authentication shall be substantially in the form of Exhibit A-1 and the Common
Securities shall be substantially in the form of Exhibit A-2, each of which is
hereby incorporated in and expressly made a part of this Agreement. The
Securities may be in definitive or global form and may be printed, lithographed
or engraved or may be produced in any other manner as is reasonably acceptable
to an Administrative Trustee, as evidenced by the execution thereof. The
Securities may have letters, CUSIP or other numbers, notations or other marks of
identification or designation and such legends or endorsements required by law,
stock exchange or quotation system rule, agreements to which the Trust is
subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Trust). An Administrative Trustee, at
the direction of the Sponsor, shall furnish any such legend not contained in
Exhibits A-1 or A-2 to the Property Trustee in writing. Each Preferred Security
shall be dated the date of its authentication. The terms and provisions of the
Securities set forth in Annex I and the forms of Securities set forth in
Exhibits A-1 and A-2 are part of the terms of this Agreement and to the extent
applicable, the Property Trustee and the Sponsor, by their execution and
delivery of this Agreement, expressly agree to such terms and provisions and to
be bound thereby.

     The following four paragraphs shall apply only to any Global Preferred
Securities.

         The Preferred Securities shall be issued in the form of one or more
     permanent global Securities in definitive, fully registered form without
     Distribution coupons with the appropriate global legends set forth in
     Exhibit A-1 hereto (a "Global Preferred Security"), which shall be
     deposited on behalf of the purchasers of the Preferred Securities
     represented thereby with the Property Trustee, as custodian for the
     Clearing Agency, and registered in the name of the Clearing Agency or a
     nominee of the Clearing Agency, duly executed by an Administrative Trustee
     on behalf of the Trust and authenticated by the Property Trustee as
     hereinafter provided. The number of Preferred Securities represented by the
     Global Preferred Security may from time to time be increased or decreased
     by adjustments made on the records of the Property Trustee and the Clearing
     Agency or its nominee as hereinafter provided. The Holder of a Global
     Preferred Security may grant proxies and otherwise authorize any Person,
     including Participants (as defined below) and Persons that may hold
     interests through Participants, to take any action which such Holder is
     entitled to take under this Agreement or the Securities.

         An Administrative Trustee shall execute and the Property Trustee shall,
     in accordance with this Section 7.3, authenticate and make available for
     delivery initially one or more Global Preferred Securities that (i) shall
     be registered in the name of Cede & Co. or other nominee of such Clearing
     Agency and (ii) shall be delivered by the Property Trustee to such Clearing
     Agency or pursuant to such Clearing Agency's written instructions or held
     by the Property Trustee as custodian for the Clearing Agency.

         Members of, or participants in, the Clearing Agency ("Participants")
     shall have no rights under this Agreement with respect to any Global
     Preferred Security held on their behalf by the Clearing Agency or by the
     Property Trustee as the custodian of the Clearing Agency or under such
     Global Preferred Security, and the Clearing Agency may be treated by the
     Trust, the Property Trustee and any agent of the Trust or the Property
     Trustee as the absolute owner of such Global Preferred Security for all
     purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
     prevent the Trust, the Property Trustee or any agent of the Trust or the
     Property Trustee from giving effect to any written certification, proxy or
     other authorization furnished by the Clearing Agency or impair, as between
     the Clearing Agency and its Participants, the operation of customary
     practices of such Clearing Agency governing the exercise of the rights of a
     holder of a beneficial interest in any Global Preferred Security.

         Except as provided in Section 9.2, owners of beneficial interests in a
     Global Preferred Security will not be entitled to receive physical delivery
     of Preferred Securities in definitive form ("Definitive Preferred
     Securities").

                                      -26-



     SECTION 7.4      Registrar and Paying Agent.

     The Trust shall maintain in Wilmington, Delaware, (i) an office or agency
where Preferred Securities may be presented for registration of transfer
("Registrar") and (ii) an office or agency where Preferred Securities may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Preferred Securities and of their transfer. The Trust may appoint the
Registrar and the Paying Agent and may appoint one or more co-registrars and one
or more additional paying agents in such other locations as it shall determine.
The term "Registrar" includes any additional registrar and the term "Paying
Agent" includes any additional paying agent. The Administrative Trustees may
change any Registrar or Paying Agent without prior notice to any Holder. The
Administrative Trustees shall notify the Property Trustee of the name and
address of any Agent not a party to this Agreement. If the Trust fails to
appoint or maintain another entity as Registrar or Paying Agent, the Property
Trustee shall act as such, and as Paying Agent the Property Trustee shall have
the rights set forth in Section 3.8(i). The Trust or any of its Affiliates may
act as Registrar or Paying Agent. The Trust shall act as Registrar and Paying
Agent for the Common Securities.

     Any Paying Agent shall be permitted to resign as Paying Agent upon 30 days'
prior written notice to the Property Trustee, the Administrative Trustees and
the Sponsor. In the event that the Property Trustee shall no longer be the
Paying Agent, the Trust shall appoint a successor Paying Agent (which shall be a
bank or trust company acceptable to the Sponsor) to act as Paying Agent.

     The Trust and the Administrative Trustees initially appoint the Property
Trustee as Registrar and Paying Agent for the Preferred Securities.

     SECTION 7.5      Paying Agent to Hold Money in Trust.

     The Trust shall require each Paying Agent other than the Property Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Property Trustee all money held by the Paying Agent for the
payment of liquidation amounts or Distributions on the Securities and will
notify the Property Trustee if there are insufficient funds for such purpose.
While any such insufficiency continues, the Property Trustee may require a
Paying Agent to pay all money held by it to the Property Trustee. The Trust at
any time may require a Paying Agent to pay all money held by it to the Property
Trustee and to account for any money disbursed by it. Upon payment over to the
Property Trustee, the Paying Agent (if other than the Trust or an Affiliate of
the Trust) shall have no further liability for the money. If the Trust or the
Sponsor or an Affiliate of the Trust or the Sponsor acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent.

     SECTION 7.6      Replacement Securities.

     If a Holder of a Security claims that a Security owned by it has been lost,
destroyed or wrongfully taken or if such Security is mutilated and is
surrendered to the Trust or, in the case of the Preferred Securities, to the
Property Trustee, an Administrative Trustee shall execute and the Property
Trustee shall authenticate and make available for delivery a replacement
Security if the Property Trustee's and the Trust's requirements, as the case may
be, are met. An indemnity bond must be provided by the Holder which, in the
judgment of the Property Trustee, is sufficient to protect the Trustees, the
Sponsor or any authenticating agent from any loss which any of them may suffer
if a Security is replaced. The Trust may charge such Holder for its expenses in
replacing a Security.

     Every replacement Security is an additional beneficial interest in the
Trust.

     SECTION 7.7      Outstanding Preferred Securities.

     The Preferred Securities outstanding at any time are all the Preferred
Securities authenticated by the Property Trustee except for those cancelled by
it, those delivered to it for cancellation, and those described in this Section
as not outstanding.

     If a Preferred Security is replaced, paid or purchased pursuant to Section
7.6 hereof, it ceases to be outstanding unless the Property Trustee receives
proof satisfactory to it that the replaced, paid or purchased Preferred Security
is held by a bona fide purchaser.

                                       27



     If Preferred Securities are considered paid in accordance with the terms of
this Agreement, they cease to be outstanding and Distributions thereon shall
cease to accumulate.

     A Preferred Security does not cease to be outstanding because the Trust,
the Sponsor or an Affiliate of the Sponsor holds such Preferred Security.

     SECTION 7.8      Preferred Securities in Treasury.

     In determining whether the Holders of the required amount of Preferred
Securities have concurred in any direction, waiver or consent, Preferred
Securities owned by the Trust, the Sponsor or an Affiliate of the Sponsor, as
the case may be, shall be disregarded and deemed not to be outstanding, except
that for the purposes of determining whether the Property Trustee shall be fully
protected in relying on any such direction, waiver or consent, only Preferred
Securities which a Responsible Officer of the Property Trustee actually knows
are so owned shall be so disregarded.

     SECTION 7.9      Temporary Securities.

     Until Definitive Securities are ready for delivery, the Administrative
Trustees may prepare and, in the case of the Preferred Securities, the Property
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of Definitive Securities but may have variations that
the Trust considers appropriate for temporary Securities. Without unreasonable
delay, the Administrative Trustees shall prepare and, in the case of the
Preferred Securities, the Property Trustee shall authenticate Definitive
Securities in exchange for temporary Securities.

     SECTION 7.10     Cancellation.

     The Trust at any time may deliver Preferred Securities to the Property
Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Property Trustee any Preferred Securities surrendered to them for registration
of transfer, redemption, exchange or payment. The Property Trustee shall
promptly cancel all Preferred Securities surrendered for registration of
transfer, redemption, exchange, payment, replacement or cancellation and shall
dispose of cancelled Preferred Securities in accordance with its procedures for
the disposition of cancelled Preferred Securities in effect as of the date of
such disposition, provided that the Property Trustee shall not be obligated to
destroy Preferred Securities, and the Property Trustee shall deliver a
certificate of disposition to the Sponsor. The Trust may not issue new Preferred
Securities to replace Preferred Securities that it has paid or redeemed or that
have been delivered to the Property Trustee for cancellation or that any Holder
has exchanged.

     SECTION 7.11     CUSIP Numbers.

     The Trust, in issuing the Preferred Securities, may use "CUSIP" numbers (if
then generally in use), and, if so, the Property Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders of Preferred
Securities; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Preferred
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Preferred
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Sponsor will promptly notify the Property Trustee
of any change in the CUSIP numbers.

                                  ARTICLE VIII
                              DISSOLUTION OF TRUST

     SECTION 8.1      Dissolution of Trust.

         (a) The Trust shall automatically dissolve and be wound up upon the
first to occur of the following events:

             (i) the bankruptcy of the Sponsor;

                                       28




              (ii)  (A) the filing of a certificate of dissolution or
     liquidation or its equivalent with respect to the Sponsor or (B) the
     revocation of the Sponsor's charter and the expiration of 90 days after the
     date of revocation without a reinstatement thereof;

              (iii) the distribution of a Like Amount of the Debentures to the
     Holders of the Securities, provided that the Property Trustee has received
     written notice from the Sponsor directing the Property Trustee to dissolve
     the Trust (which direction is optional and, except as otherwise expressly
     provided herein, within the discretion of the Sponsor), and provided,
     further, that such dissolution is conditioned on the receipt by the
     Administrative Trustees' receipt of an opinion of an independent tax
     counsel experienced in such matters (a "No Recognition Opinion") to the
     effect that the Holders of the Securities will not recognize any gain or
     loss for United States Federal income tax purposes as a result of the
     dissolution of the Trust and the distribution of the Debentures;

              (iv)  the entry of a decree of judicial dissolution of the Trust
     by a court of competent jurisdiction;

              (v)   the redemption of all of the Securities and the payment to
     the Holders of any and all amounts necessary therefor, all in accordance
     with the terms of the Securities; or

              (vi)  the dissolution of the Trust as provided in Section 3.14.

         (b)  As soon as is practicable upon completion of winding up of the
Trust following the occurrence of an event referred to in Section 8.1(a), an
Administrative Trustee shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware in accordance
with the Business Trust Act.

         (c)  The provisions of Section 3.9 and Article X shall survive the
termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

     SECTION 9.1      Transfer of Securities.

         (a)  Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Agreement and in the
terms of the Securities. To the fullest extent permitted by law, any transfer or
purported transfer of any Security not made in accordance with this Agreement
shall be null and void.

         (b)  Subject to this Article IX, Preferred Securities shall be freely
transferable.

         (c)  To the fullest extent permitted by law, the Sponsor may not
transfer the Common Securities except for any transfer (whether voluntarily or
by operation of law) permitted under Article 5 of the Indenture.

         (d)  The Administrative Trustees shall provide for the registration of
Securities and of the transfer of Securities, which will be effected without
charge but only upon payment (with such indemnity as the Administrative Trustees
may require) in respect of any tax or other governmental charges that may be
imposed in relation to it. Upon surrender for registration of transfer of any
Securities, the Administrative Trustees shall cause one or more new Securities
to be issued in the name of the designated transferee or transferees. Every
Security surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Administrative Trustees duly executed by the Holder or such Holder's attorney
duly authorized in writing. Each Security surrendered for registration of
transfer shall be canceled by the Administrative Trustees. A transferee of a
Security shall be entitled to the rights and subject to the obligations of a
Holder hereunder upon the receipt by such transferee of a Security. By
acceptance of a Security, each transferee shall be deemed to have agreed to be
bound by this Agreement.

     SECTION 9.2      Transfer Procedures and Restrictions

         (a)  Transfer and Exchange of Definitive Preferred Securities. When
Definitive Preferred Securities are presented to the Registrar:


                                       29



              (i)  to register the transfer of such Definitive Preferred
     Securities; or

              (ii) to exchange such Definitive Preferred Securities which became
     mutilated, destroyed, defaced, stolen or lost, for an equal liquidation
     amount of Definitive Preferred Securities, the Registrar shall register the
     transfer or make the exchange as requested if its reasonable requirements
     for such transaction are met; provided, however, that the Definitive
     Preferred Securities surrendered for transfer or exchange shall be duly
     endorsed or accompanied by a written instrument of transfer in form
     reasonably satisfactory to the Property Trustee and the Registrar, duly
     executed by the Holder thereof or his attorney duly authorized in writing.

         (b)  Transfer of a Definitive Preferred Security for a Beneficial

Interest in a Global Preferred Security. Upon receipt by the Property Trustee of
a Definitive Preferred Security, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Property Trustee, together
with written instructions directing the Property Trustee to make, or to direct
the Clearing Agency to make, an adjustment on its books and records with respect
to the Global Preferred Security to reflect an increase in the Liquidation
Amount of the Preferred Securities represented by such Global Preferred
Security, then the Property Trustee shall cancel such Definitive Preferred
Security and cause, or direct the Clearing Agency to cause, the aggregate
Liquidation Amount of Preferred Securities represented by the appropriate Global
Preferred Security to be increased accordingly. If no Global Preferred
Securities are then outstanding, an Administrative Trustee shall execute on
behalf of the Trust and the Property Trustee shall authenticate, upon written
order of any Administrative Trustee, a Global Preferred Security representing an
appropriate Liquidation Amount of Preferred Securities.

         (c)  Transfer and Exchange of Global Preferred Securities. Subject to
Section 9.2(d), the transfer and exchange of Global Preferred Securities or
beneficial interests therein shall be effected through the Clearing Agency in
accordance with this Agreement and the procedures of the Clearing Agency
therefor.

         (d)  Transfer of a Beneficial Interest in a Global Preferred Security
for a Definitive Preferred Security.

              (i)  A Global Preferred Security deposited with the Clearing
Agency or with the Property Trustee as custodian for the Clearing Agency
pursuant to Section 7.3 shall be transferred to the beneficial owners thereof in
the form of Definitive Preferred Securities only if such transfer complies with
Section 9.2(c) and (1) the Clearing Agency notifies the Trust that it is
unwilling or unable to continue as Clearing Agency for such Global Preferred
Security or if at any time such Clearing Agency ceases to be a "clearing agency"
registered under the Exchange Act and, in each case, a clearing agency is not
appointed by the Sponsor within 90 days of receipt of such notice or of becoming
aware of such condition, (2) a Default or an Event of Default has occurred and
is continuing or (3) the Trust at its sole discretion elects to cause the
issuance of Definitive Preferred Securities.

              (ii) Any Global Preferred Security that is transferable to the
beneficial owners thereof in the form of Definitive Preferred Securities
pursuant to this Section 9.2(d) shall be surrendered by the Clearing Agency to
the Property Trustee located in Wilmington, Delaware, to be so transferred, in
whole or from time to time in part, without charge, and the Property Trustee
shall authenticate and make available for delivery, upon such transfer of each
portion of such Global Preferred Security, an equal aggregate Liquidation Amount
of Securities of authorized denominations in the form of Definitive Preferred
Securities. Any portion of a Global Preferred Security transferred pursuant to
this Section shall be registered in such names as the Clearing Agency shall
direct.

     In the event of the occurrence of any of the events specified in clause (i)
above, the Administrative Trustees will promptly make available to the Property
Trustee a reasonable supply of Definitive Preferred Securities in fully
registered form without Distribution coupons.

         (e)  Restrictions on Transfer and Exchange of Global Preferred
Securities. Notwithstanding any other provisions of this Agreement (other than
the provisions set forth in subsection (d) of this Section 9.2), a Global
Preferred Security may not be transferred as a whole except by the Clearing
Agency to a nominee of the Clearing Agency or another nominee of the Clearing
Agency or by the Clearing Agency or any such nominee to a successor Clearing
Agency or a nominee of such successor Clearing Agency.


                                       30



         (f)  Cancellation or Adjustment of Global Preferred Security. At such
time as all beneficial interests in a Global Preferred Security have either been
exchanged for Definitive Preferred Securities to the extent permitted by this
Agreement or redeemed, repurchased or canceled in accordance with the terms of
this Agreement, such Global Preferred Security shall be returned to the Clearing
Agency for cancellation or retained and canceled by the Property Trustee. At any
time prior to such cancellation, if any beneficial interest in a Global
Preferred Security is exchanged for Definitive Preferred Securities, Preferred
Securities represented by such Global Preferred Security shall be reduced and an
adjustment shall be made on the books and records of the Property Trustee (if it
is then the custodian for such Global Preferred Security) with respect to such
Global Preferred Security, by the Property Trustee or the Securities Custodian,
to reflect such reduction.

         (g)  Obligations with Respect to Transfers and Exchanges of Preferred
Securities.

              (i)   To permit registrations of transfers and exchanges, an
Administrative Trustee shall execute and the Property Trustee shall authenticate
Definitive Preferred Securities and Global Preferred Securities at the
Registrar's request in accordance with the terms of this Agreement.

              (ii)  Registrations of transfers or exchanges will be effected
without charge, but only upon payment (with such indemnity as the Trust or the
Sponsor may require) in respect of any tax or other governmental charge that may
be imposed in relation to it.

              (iii) The Registrar shall not be required to register the transfer
of or exchange of: (a) Preferred Securities during a period beginning at the
opening of business 15 days before the day of mailing of a notice of redemption
or any notice of selection of Preferred Securities for redemption and ending at
the close of business on the day of such mailing; or (b) any Preferred Security
so selected for redemption in whole or in part, except the unredeemed portion of
any Preferred Security being redeemed in part.

              (iv)  All Preferred Securities issued upon any registration of
transfer or exchange pursuant to the terms of this Agreement shall evidence the
same security and shall be entitled to the same benefits under this Agreement as
the Preferred Securities surrendered upon such registration of transfer or
exchange.

         (h)  No Obligation of the Property Trustee.

              (i)   The Property Trustee shall have no responsibility or
obligation to any beneficial owner of a Global Preferred Security, a Participant
in the Clearing Agency or other Person with respect to the accuracy of the
records of the Clearing Agency or its nominee or of any Participant thereof,
with respect to any ownership interest in the Preferred Securities or with
respect to the delivery to any Participant, beneficial owner or other Person
(other than the Clearing Agency) of any notice (including any notice of
redemption) or the payment of any amount, under or with respect to such
Preferred Securities. All notices and communications to be given to the Holders
and all payments to be made to Holders under the Preferred Securities shall be
given or made only to or upon the order of the Holders (which shall be the
Clearing Agency or its nominee in the case of a Global Preferred Security). The
rights of beneficial owners in any Global Preferred Security shall be exercised
only through the Clearing Agency subject to the applicable rules and procedures
of the Clearing Agency. The Property Trustee may conclusively rely and shall be
fully protected in relying upon information furnished by the Clearing Agency or
any agent thereof with respect to its Participants and any beneficial owners.

              (ii)  The Property Trustee and Registrar shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Agreement or under applicable law with respect to
any transfer of any interest in any Preferred Security (including any transfers
between or among Clearing Agency Participants or beneficial owners in any Global
Preferred Security) other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if
and when expressly required by, the terms of this Agreement, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.


                                       31



     SECTION 9.3  Deemed Security Holders.

     The Trust, the Trustees, the Registrar and the Paying Agent may treat the
Person in whose name any Security shall be registered on the books and records
of the Trust as the sole owner and Holder of such Security for purposes of
receiving Distributions and for all other purposes whatsoever and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such Security on the part of any Person other than such Holder, regardless of
any notice to the contrary.

     SECTION 9.4  Book Entry Interests.

     Global Preferred Securities shall initially be registered on the books and
records of the Trust in the name of Cede & Co., the nominee of the Clearing
Agency, and no Preferred Security Beneficial Owner will receive a definitive
Preferred Security Certificate representing such Preferred Security Beneficial
Owner's interests in such Global Preferred Securities, except as provided in
Section 9.2. Unless and until Definitive Preferred Securities have been issued
to the Preferred Security Beneficial Owners pursuant to Section 9.2:

         (a)  the provisions of this Section 9.4 shall be in full force and
     effect;

         (b)  the Trust and the Trustees shall be entitled to deal with the
     Clearing Agency for all purposes of this Agreement (including the payment
     of Distributions on the Global Preferred Securities and receiving
     approvals, votes or consents hereunder) as the Holder of the Preferred
     Securities and the sole holder of the Global Certificates and shall have no
     obligation to the Preferred Security Beneficial Owners;

         (c)  to the extent that the provisions of this Section 9.4 conflict
     with any other provisions of this Agreement, the provisions of this Section
     9.4 shall control; and

         (d)  the rights of the Preferred Security Beneficial Owners shall be
     exercised only through the Clearing Agency and shall be limited to those
     established by law and agreements between such Preferred Security
     Beneficial Owners and the Clearing Agency and/or the Participants,
     including receiving and transmitting payments of Distributions on the
     Global Certificates to such Participants. DTC will make book entry
     transfers among the Participants.

     SECTION 9.5  Notices to Clearing Agency.

     Whenever a notice or other communication to the Preferred Security Holders
is required to be given by a Trustee under this Agreement, such Trustee shall
give all such notices and communications specified herein to be given to the
Holders of Global Preferred Securities to the Clearing Agency and shall have no
notice obligations to the Preferred Security Beneficial Owners.

     SECTION 9.6  Appointment of Successor Clearing Agency.

     If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities, the Administrative Trustees
may, in their sole discretion, appoint a successor Clearing Agency with respect
to the Preferred Securities.

                                    ARTICLE X
      LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

     SECTION 10.1  Liability.

         (a)  Except as expressly set forth in this Agreement, the Securities
Guarantees and the terms of the Securities, the Sponsor shall not be:

              (i) personally liable for the return of any portion of the capital
     contributions (or any return thereon) of the Holders of the Securities
     which shall be made solely from assets of the Trust; and

                                       32



              (ii)  required to pay to the Trust or to any Holder of Securities
     (in its capacity as Holder) any deficit upon dissolution of the Trust or
     otherwise.

         (b)  The Sponsor shall be liable for all of the debts and obligations
of the Trust (other than with respect to the Securities) to the extent not
satisfied out of the Trust's assets.

         (c)  Pursuant to ss. 3803(a) of the Business Trust Act, the Holders of
the Preferred Securities shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

     SECTION 10.2   Exculpation.

         (a)  No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Trust or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Agreement or by law, except that
this provision shall not be deemed to modify Section 3.9(b).

         (b)  An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Securities might properly be paid.

     SECTION 10.3   Fiduciary Duty.

         (a)  To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Agreement shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Agreement. The provisions of
this Agreement, to the extent that they restrict the duties and liabilities of
an Indemnified Person otherwise existing at law or in equity (other than the
duties imposed on the Property Trustee under the Trust Indenture Act), are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person.

         (b)  Unless otherwise expressly provided herein:

              (i)   whenever a conflict of interest exists or arises between any
     Covered Person and any Indemnified Person; or

              (ii)  whenever this Agreement or any other agreement contemplated
     herein or therein provides that an Indemnified Person shall act in a manner
     that is, or provides terms that are, fair and reasonable to the Trust or
     any Holder of Securities, the Indemnified Person shall resolve such
     conflict of interest, take such action or provide such terms, considering
     in each case the relative interest of each party (including its own
     interest) to such conflict, agreement, transaction or situation and the
     benefits and burdens relating to such interests, any customary or accepted
     industry practices, and any applicable generally accepted accounting
     practices or principles. In the absence of bad faith by the Indemnified
     Person, the resolution, action or term so made, taken or provided by the
     Indemnified Person shall not constitute a breach of this Agreement or any
     other agreement contemplated herein or of any duty or obligation of the
     Indemnified Person at law or in equity or otherwise.

         (c)  Whenever in this Agreement an Indemnified Person is permitted or
required to make a decision:

                                       33




              (i)   in its "sole discretion" or "discretion" or under a grant of
     similar authority, the Indemnified Person shall be entitled to consider
     such interests and factors as it desires, including its own interests, and
     shall have no duty or obligation to give any consideration to any interest
     of or factors affecting the Trust or any other Person; or

              (ii)  in its "good faith" or under another express standard, the
     Indemnified Person shall act under such express standard and shall not be
     subject to any other or different standard imposed by this Agreement or by
     applicable law.

     SECTION 10.4   Indemnification.

         (a)  (i)   The Sponsor shall indemnify, to the full extent permitted by
law, any Company Indemnified Person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Trust) by reason of the fact that he is or was a
Company Indemnified Person against expenses (including reasonable attorneys'
fees and expenses), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Company Indemnified Person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

              (ii)  The Sponsor shall indemnify, to the full extent permitted by
law, any Company Indemnified Person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Trust to procure a judgment in its favor by reason of the fact that
he is or was a Company Indemnified Person against expenses (including reasonable
attorneys' fees and expenses) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Trust and except that no such indemnification shall be
made in respect of any claim, issue or matter as to which such Company
Indemnified Person shall have been adjudged to be liable to the Trust unless and
only to the extent that the Court of Chancery of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such Company Indemnified Person is fairly and reasonably entitled to indemnity
for such expenses which such Court of Chancery or such other court shall deem
proper.

              (iii) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action without
prejudice or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a), or in defense of any claim, issue or matter therein, he
shall be indemnified, to the full extent permitted by law, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

              (iv)  Any indemnification under paragraphs (i) and (ii) of this
Section 10.4(a) (unless ordered by a court) shall be made by the Sponsor only as
authorized in the specific case upon a determination that indemnification of the
Company Indemnified Person is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (i) and (ii). Such
determination shall be made (1) by the Administrative Trustees by a majority
vote of a Quorum consisting of such Administrative Trustees who were not parties
to such action, suit or proceeding, (2) if such a Quorum is not obtainable, or,
even if obtainable, if a Quorum of disinterested Administrative Trustees so
directs, by independent legal counsel in a written opinion, or (3) by the Common
Security Holder of the Trust.

              (v)   Expenses (including reasonable attorneys' fees and expenses)
incurred by a Company Indemnified Person in defending a civil, criminal,
administrative or investigative action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the Sponsor in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such Company Indemnified Person to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Sponsor as authorized in this

                                       34



Section 10.4(a). Notwithstanding the foregoing, no advance shall be made by the
Sponsor if a determination is reasonably and promptly made (1) by the
Administrative Trustees by a majority vote of a Quorum of disinterested
Administrative Trustees, (2) if such a Quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested Administrative Trustees so directs, by
independent legal counsel in a written opinion or (3) by the Common Security
Holder of the Trust, that, based upon the facts known to the Administrative
Trustees, counsel or the Common Security Holder at the time such determination
is made, such Company Indemnified Person acted in bad faith or in a manner that
such Person did not believe to be in or not opposed to the best interests of the
Trust, or, with respect to any criminal proceeding, that such Company
Indemnified Person believed or had reasonable cause to believe his conduct was
unlawful. In no event shall any advance be made in instances where the
Administrative Trustees, independent legal counsel or Common Security Holder
reasonably determine that such person deliberately breached his duty to the
Trust or its Common or Preferred Security Holders.

          (vi)   The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Section 10.4(a) shall not be
deemed exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Sponsor or Preferred Security
Holders of the Trust or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. All rights to
indemnification under this Section 10.4(a) shall be deemed to be provided by a
contract between the Sponsor and each Company Indemnified Person who serves in
such capacity at any time while this Section 10.4(a) is in effect. Any repeal or
modification of this Section 10.4(a) shall not affect any rights or obligations
then existing.

          (vii)  The Sponsor or the Trust may purchase and maintain insurance on
behalf of any Person who is or was a Company Indemnified Person against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Sponsor would have the
power to indemnify him against such liability under the provisions of this
Section 10.4(a).

          (viii) For purposes of this Section 10.4(a), references to "the Trust"
shall include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent) absorbed in a consolidation
or merger, so that any person who is or was a director, trustee, officer or
employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another
entity, shall stand in the same position under the provisions of this Section
10.4(a) with respect to the resulting or surviving entity as he would have with
respect to such constituent entity if its separate existence had continued.

          (ix)   The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 10.4(a) shall, unless otherwise provided when
authorized or ratified, continue as to a Person who has ceased to be a Company
Indemnified Person and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (b)  To the fullest extent permitted by law, the Sponsor agrees to
indemnify the (i) Property Trustee, (ii) the Delaware Trustee, (iii) any
Affiliate of the Property Trustee and the Delaware Trustee, and (iv) any
officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee and the
Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any and all loss, liability, damage, claim or expense
including taxes (other than taxes based on the income of such Fiduciary
Indemnified Person) incurred without gross negligence (or, in the case of the
Property Trustee, negligence), willful misconduct or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. With respect to the Property Trustee, this
provision shall not be deemed to modify Section 3.9(b) or the Trust Indenture
Act. The obligation to indemnify as set forth in this Section 10.4(b) shall
survive the resignation or removal of the Property Trustee or the Delaware
Trustee and the satisfaction and discharge of this Agreement.

     SECTION 10.5   Outside Businesses.

                                       35



     Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to Section 5.3(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Securities shall have no rights by virtue of this Agreement in
and to such independent ventures or the income or profits derived therefrom, and
the pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor,
the Delaware Trustee, or the Property Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the Property
Trustee may engage or be interested in any financial or other transaction with
the Sponsor or any Affiliate of the Sponsor, or may act as depositary for,
trustee or agent for, or act on any committee or body of holders of, securities
or other obligations of the Sponsor or its Affiliates.

                                   ARTICLE XI
                                   ACCOUNTING

     SECTION 11.1   Fiscal Year.

     The fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or
such other year as is required by the Code.

     SECTION 11.2   Certain Accounting Matters.

     (a) At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States Federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent certified public accountants selected
by the Administrative Trustees.

     (b) The Administrative Trustees shall cause to be prepared and delivered to
each of the Holders of Securities, within 90 days after the end of each Fiscal
Year of the Trust, annual financial statements of the Trust, including a balance
sheet of the Trust as of the end of such Fiscal Year, and the related statements
of income or loss.

     (c) The Administrative Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities, any annual United States Federal
income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Administrative Trustees shall
endeavor to deliver all such information statements within 30 days after the end
of each Fiscal Year of the Trust.

     (d) The Administrative Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority, an annual United States Federal income
tax return, on a Form 1041 or such other form required by United States Federal
income tax law, and any other annual income tax returns required to be filed by
the Administrative Trustees on behalf of the Trust with any state or local
taxing authority.

     SECTION 11.3   Banking.

     The Trust shall maintain one or more bank accounts in the name and for the
sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly to
the Property Trustee Account and no other funds of the Trust shall be deposited
in the Property Trustee Account. The sole signatories for such accounts shall be
designated by the Administrative Trustees; provided, however, that the Property
Trustee shall designate the signatories for the Property Trustee Account.

                                       36



     SECTION 11.4     Withholding.

     The Trust and the Administrative Trustees shall comply with all withholding
requirements under United States Federal, state and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested by
the Administrative Trustees to assist them in determining the extent of, and in
fulfilling, the Trust's withholding obligations. The Administrative Trustees
shall file required forms with applicable jurisdictions and, unless an exemption
from withholding is properly established by a Holder, shall remit amounts
withheld with respect to the Holder to applicable jurisdictions. To the extent
that the Trust is required to withhold and pay over any amounts to any authority
with respect to Distributions or allocations to any Holder, the amount withheld
shall be deemed to be a Distribution in the amount of the withholding to the
Holder. In the event of any claim of excess withholding, Holders shall be
limited to an action against the applicable jurisdiction. If the amount required
to be withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

     SECTION 12.1   Amendments.

         (a)  Except as otherwise provided in this Agreement or by any
applicable terms of the Securities (including as set forth in Section 7 of Annex
I hereto), this Agreement may only be amended by a written instrument approved
and executed by:

              (i)   the Sponsor and the Administrative Trustees (or, if there
     are more than two Administrative Trustees, a majority of the Administrative
     Trustees);

              (ii)  if the amendment affects the rights, powers, duties,
     obligations or immunities of the Property Trustee, the Property Trustee;
     and

              (iii) if the amendment affects the rights, powers, duties,
     obligations or immunities of the Delaware Trustee, the Delaware Trustee.

         (b)  No amendment shall be made, and any such purported amendment shall
     be void and ineffective:

              (i)   unless, in the case of any proposed amendment, the Property
     Trustee shall have first received an Officers' Certificate from each of the
     Trust and the Sponsor that such amendment is permitted by, and conforms to,
     the terms of this Agreement (including the terms of the Securities);

              (ii)  unless, in the case of any proposed amendment which affects
     the rights, powers, duties, obligations or immunities of the Property
     Trustee, the Property Trustee shall have first received:

                    (A) an Officers' Certificate from each of the Trust and the
         Sponsor that such amendment is permitted by, and conforms to, the terms
         of this Agreement (including the terms of the Securities); and

                    (B) an Opinion of Counsel that such amendment is permitted
         by, and conforms to, the terms of this Agreement (including the terms
         the Securities) and that all conditions precedent to the execution and
         of delivery of such amendment have been satisfied; and

              (iii) to the extent the result of such amendment would:

                    (A) cause the Trust to fail to be classified for purposes of
         United States Federal income taxation as a grantor trust;


                                      -37-



                  (B) reduce or otherwise adversely affect the powers of the
         Property Trustee in contravention of the Trust Indenture Act; or

                  (C) cause the Trust to be deemed to be an Investment Company
         required to be registered under the Investment Company Act.

     (c) At such time after the Trust has issued any Securities that remain
outstanding, any amendment that would adversely affect the rights, privileges or
preferences of any Holder of the Securities may be effected only with such
additional requirements as may be set forth in the terms of such Securities;
provided, however, that, without the consent of each Holder of the Securities,
this Agreement may not be amended to (i) change the Distribution rate (or manner
of calculation of the Distribution rate), amount, timing or currency or
otherwise adversely affect the method of any required payment, (ii) change the
purposes of the Trust, (iii) authorize the issuance of any additional beneficial
interests in the Trust, (iv) change the redemption provisions, (v) change the
conditions precedent for the Sponsor to elect to dissolve the Trust and
distribute the Debentures to the Holders of the Securities, (vi) change the
Liquidation Distribution or other provisions relating to the distribution of
amounts payable upon the dissolution and liquidation of the Trust, (vii) affect
the limited liability of any Holder of the Securities or (viii) restrict the
right of a Holder of the Securities to institute suit for the enforcement of any
required payment on or after the due date therefor (or in the case of
redemption, on the Redemption Date).

     (d) Section 9.1(c) and this Section 12.1 shall not be amended without the
consent of all of the Holders of the Securities.

     (e) Article IV shall not be amended without the consent of the Holders of a
Majority in Liquidation Amount of the Common Securities.

     (f) The rights of the Holders of the Common Securities under Article V to
increase or decrease the number of, and to appoint and remove, Trustees shall
not be amended without the consent of the Holders of a Majority in Liquidation
Amount of the Common Securities.

     (g) Notwithstanding Section 12.1(c), this Agreement may be amended by the
Sponsor and the Trustees without the consent of the Holders of the Securities
to:

         (i)  cure any ambiguity, correct or supplement any provision in
     this Agreement that may be inconsistent with any other provision of this
     Agreement or make any other provisions with respect to matters or questions
     arising under this Agreement not inconsistent with any other provisions of
     this Agreement;

         (ii) modify, eliminate or add to any provisions of this Agreement
     to such extent as shall be necessary to ensure that the Trust will be
     classified for United States Federal income tax purposes as a grantor trust
     at all times that any Securities are outstanding or to ensure that the
     Trust will not be required to register as an Investment Company under the
     Investment Company Act;

provided, however, that, in each case, such action shall not adversely affect in
any material respect the interests of the Holders of the Securities, and any
such amendments of this Agreement shall become effective when notice thereof is
given to the Holders of the Securities.

     SECTION 12.2 Meetings of the Holders of Securities; Action by Written
Consent.

     (a) Meetings of the Holders of any class of Securities may be called at any
time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Agreement, the terms of
the Securities or the rules of any stock exchange or quotation system or market
on which the Preferred Securities are listed or admitted for trading. The
Administrative Trustees shall call a meeting of the Holders of such class if
directed to do so by the Holders of at least 10% in Liquidation Amount of the
Securities of such class. Such direction shall be given by delivering to the
Administrative Trustees one or more notices in a writing stating that the
signing Holders of Securities wish to call a

                                      -38-



meeting and indicating the general or specific purpose for which the meeting is
to be called. Any Holders of Securities calling a meeting shall specify in
writing the security certificates held by the Holders of Securities exercising
the right to call a meeting and only those Securities specified shall be counted
for purposes of determining whether the required percentage set forth in the
second sentence of this paragraph has been met.

     (b) Whenever a vote, consent or approval of the Holders of Securities is
permitted or required under this Agreement or the rules of any stock exchange or
quotation system or market on which the Preferred Securities are listed or
admitted for trading, such vote, consent or approval may be given at a meeting
of the Holders of Securities. Any action that may be taken at a meeting of the
Holders of Securities may be taken without a meeting if a consent in writing
setting forth the action so taken is signed by the Holders of Securities owning
not less than the minimum amount of Securities in Liquidation Amount that would
be necessary to authorize or take such action at a meeting at which all Holders
of Securities having a right to vote thereon were present and voting. Prompt
notice of the taking of action without a meeting shall be given to the Holders
of Securities entitled to vote who have not consented in writing.

     (c) Except to the extent otherwise provided in the terms of the Securities,
the following provisions shall apply to meetings of Holders of Securities:

              (i)   notice of any such meeting shall be given to all the Holders
     of Securities having a right to vote thereat at least seven days and not
     more than 60 days before the date of such meeting. The Administrative
     Trustees may specify that any written ballot submitted to the Security
     Holders for the purpose of taking any action without a meeting shall be
     returned to the Trust within the time specified by the Administrative
     Trustees;

              (ii)  each Holder of a Security may authorize any Person to act
     for it by proxy on all matters in which a Holder of Securities is entitled
     to participate, including waiving notice of any meeting, or voting or
     participating at a meeting. No proxy shall be valid after the expiration of
     eleven months from the date thereof unless otherwise provided in the proxy.
     Every proxy shall be revocable at the pleasure of the Holder of Securities
     executing it. Except as otherwise provided herein, all matters relating to
     the giving, voting or validity of proxies shall be governed by the General
     Corporation Law of the State of Delaware relating to proxies, and judicial
     interpretations thereunder, as if the Trust were a Delaware corporation and
     the Holders of the Securities were stockholders of a Delaware corporation;

              (iii) each meeting of the Holders of the Securities shall be
     conducted by the Administrative Trustees or by such other Person that the
     Administrative Trustees may designate; and

              (iv)  unless the Business Trust Act, this Agreement, the terms of
     the Securities, the Trust Indenture Act or the listing rules of any stock
     exchange or quotation system or market on which the Preferred Securities
     are then listed or trading, otherwise provides, the Administrative
     Trustees, in their sole discretion, shall establish all other provisions
     relating to meetings of Holders of Securities, including notice of the
     time, place or purpose of any meeting at which any matter is to be voted on
     by any Holders of Securities, waiver of any such notice, action by consent
     without a meeting, the establishment of a record date, quorum requirements,
     voting in person or by proxy or any other matter with respect to the
     exercise of any such right to vote.

                                  ARTICLE XIII
            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

     SECTION 13.1     Representations and Warranties of Property Trustee.

     The Trustee that acts as initial Property Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Agreement, and each
Successor Property Trustee represents and warrants, as applicable, to the Trust
and the Sponsor at the time of the Successor Property Trustee's acceptance of
its appointment as Property Trustee that:

         (a) the Property Trustee is a banking corporation, a national banking
     association or a bank or trust company, duly organized, validly existing
     and in good standing under the laws of the United States or a State of the
     United

                                      -39-



     States, as the case may be, with corporate power and authority to execute
     and deliver, and to carry out and perform its obligations under the terms
     of, this AgreemFent;

         (b) the execution, delivery and performance by the Property Trustee of
     the Agreement have been duly authorized by all necessary corporate action
     on the part of the Property Trustee. The Agreement has been duly executed
     and delivered by the Property Trustee under applicable law and constitutes
     a legal, valid and binding obligation of the Property Trustee, enforceable
     against it in accordance with its terms, subject to applicable bankruptcy,
     reorganization, moratorium, insolvency, and other similar laws affecting
     creditors' rights generally and to general principles of equity and the
     discretion of the court (regardless of whether the enforcement of such
     remedies is considered in a proceeding in equity or at law);

         (c) the execution, delivery and performance of this Agreement by the
     Property Trustee do not conflict with or constitute a breach of the charter
     or by-laws of the Property Trustee; and

         (d) consent, approval or authorization of, or registration with or
     notice to, any federal or state banking authority is required for the
     execution, delivery or performance by the Property Trustee of this
     Agreement, which consent, approval, authorization or registration has not
     been obtained.

     SECTION 13.2   Representations and Warranties of Delaware Trustee.

     The Trustee that acts as initial Delaware Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Agreement, and each
Successor Delaware Trustee represents and warrants to the Trust and the Sponsor
at the time of the Successor Delaware Trustee's acceptance of its appointment as
Delaware Trustee that:

         (a) the Delaware Trustee is a banking corporation, a national banking
     association or a bank or trust company, duly organized, validly existing
     and in good standing under the laws of the United States or the State of
     Delaware, as the case may be, with corporate power and authority to execute
     and deliver, and to carry out and perform its obligations under the terms
     of, this Agreement;

         (b) the execution, delivery and performance by the Delaware Trustee of
     this Agreement have been duly authorized by all necessary corporate action
     on the part of the Delaware Trustee. This Agreement has been duly executed
     and delivered by the Delaware Trustee under Delaware law and constitutes a
     legal, valid and binding obligation of the Delaware Trustee, enforceable
     against it in accordance with its terms, subject to applicable bankruptcy,
     reorganization, moratorium, insolvency, and other similar laws affecting
     creditors' rights generally and to general principles of equity and the
     discretion of the court (regardless of whether the enforcement of such
     remedies is considered in a proceeding in equity or at law);

         (c) the execution, delivery and performance of this Agreement by the
     Delaware Trustee do not conflict with or constitute a breach of the charter
     or by-laws of the Delaware Trustee;

         (d) no consent, approval or authorization of, or registration with or
     notice to, any Federal or Delaware banking authority governing the trust
     powers of the Delaware Trustee is required for the execution, delivery or
     performance by the Delaware Trustee of this Agreement; and

         (e) the Delaware Trustee is a natural person who is a resident of the
     State of Delaware or, if not a natural person, an entity which has its
     principal place of business in the State of Delaware, and is a Person that
     satisfies for the Trust Section 3807(a) of the Business Trust Act.

                                      -40-



                                   ARTICLE XIV
                                  MISCELLANEOUS

     SECTION 14.1     Notices.

     All notices provided for in this Agreement shall be in writing, duly signed
by the party giving such notice, and shall be delivered, telecopied (with the
original to follow by first class mail) or mailed by first class mail, as
follows:

         (a) if given to the Trust, in care of the Administrative Trustees at
the Trust's mailing address set forth below (or such other address as the Trust
may give notice of to the Holders of the Securities):

                  Radio One Trust [___]
                  c/o Radio One, Inc.
                  5900 Princess Garden Parkway, 7th Floor
                  Lanham, MD  20706
                  Attention: Linda J. Eckard Vilardo, Esq.
                  Telephone: (301) 429-2646
                  Telecopier: (301) 306-9638

              with a copy to:

                  Kirkland & Ellis
                  655 Fifteenth Street, N.W., Suite 1200
                  Washington, DC 20005-5793
                  Attention: Terrance L. Bessey, Esq.
                  Telephone: (202) 879-5943
                  Telecopier: (202) 879-5200

         (b) if given to the Delaware Trustee, at the mailing address set forth
below (or such other address as Delaware Trustee may give notice of to the
Holders of the Securities):

                  Wilmington Trust Company
                  Rodney Square North, 1100 North Market Street
                  Wilmington, DE 19890-0001
                  Attention: Corporate Trust Administration
                  Telephone: (302) 636-6000
                  Telecopier: (302) 636-4148

         (c) if given to the Property Trustee, at the Property Trustee's mailing
address set forth below (or such other address as the Property Trustee may give
notice of to the Holders of the Securities):

                  Wilmington Trust Company
                  Rodney Square North, 1100 North Market Street
                  Wilmington, DE 19890-0001
                  Attention: Corporate Trust Administration
                  Telephone: (302) 636-6000
                  Telecopier: (302) 636-4148

         (d) if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holder of
the Common Securities may give notice to the Trust):


                                      -41-



                  Radio One, Inc.
                  5900 Princess Garden Parkway, 7th Floor
                  Lanham, MD 20706
                  Attention: Linda J. Eckard Vilardo, Esq.
                  Telephone: (301) 429-2646
                  Telecopier: (301) 306-9638

         (e)  if given to any other Holder, at the address set forth on the
books and records of the Trust.

     All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

     SECTION 14.2     Governing Law.

     This Agreement and the rights of the parties hereunder shall be governed by
and construed in accordance with the laws of the State of Delaware and all
rights and remedies shall be governed by such laws without regard to principles
of conflict of laws.

     SECTION 14.3     Intention of the Parties.

     It is the intention of the parties hereto that the Trust be classified for
United States Federal income tax purposes as a grantor trust. The provisions of
this Agreement shall be interpreted to further this intention of the parties.

     SECTION 14.4     Headings.

     The Table of Contents, Cross-Reference Table and Headings contained in this
Agreement are inserted for convenience of reference only and do not affect the
interpretation of this Agreement or any provision hereof.

     SECTION 14.5     Successors and Assigns.

     Whenever in this Agreement any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Agreement by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether so expressed.

     SECTION 14.6     Partial Enforceability.

     If any provision of this Agreement, or the application of such provision to
any Person or circumstance, shall be held invalid, the remainder of this
Agreement, or the application of such provision to Persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

     SECTION 14.7     Counterparts.

     This Agreement may contain more than one counterpart of the signature page
and this Agreement may be executed by the affixing of the signature of each of
the Trustees to one of such counterpart signature pages. All of such counterpart
signature pages shall be read as though one, and they shall have the same force
and effect as though all of the signers had signed a single signature page.

                                       42



     IN WITNESS WHEREOF, the undersigned have caused this Amended and Restated
Trust Agreement to be executed as of the day and year first above written.

                Alfred C. Liggins, III, as Administrative Trustee of the Trust




                ---------------------------------------------------------------

                Scott R. Royster, as Administrative Trustee of the Trust




                ---------------------------------------------------------------

                Linda J. Eckard Vilardo, as Administrative Trustee of the Trust




                ---------------------------------------------------------------

                WILMINGTON TRUST COMPANY,
                     as Delaware Trustee of the Trust

                By:
                   -----------------------------------------------------------
                     Name:
                     Title:

                WILMINGTON TRUST COMPANY,
                     as Property Trustee of the Trust

                By:
                   -----------------------------------------------------------
                     Name:
                     Title:

                RADIO ONE, INC., as Sponsor of the Trust



                By:
                   -----------------------------------------------------------
                     Name:
                     Title:

                                       43



                                     ANNEX I

                                    TERMS OF

                          ______% PREFERRED SECURITIES

                           ________% COMMON SECURITIES

     Pursuant to Section 7.1 of the Amended and Restated Trust Agreement of the
Trust, dated as of __________ ___, _____ (as amended from time to time, the
"Agreement"), the designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Preferred Securities and the Common Securities
(collectively, the "Securities") are set forth below (each capitalized term used
but not defined herein has the meaning set forth in the Agreement or, if not
defined in such Agreement, as defined in the Indenture):

     1.  Designation and Number.

         (a) Preferred Securities. Up to ___________ Preferred Securities of the
Trust, with an aggregate liquidation amount with respect to the assets of the
Trust of ________________________ dollars ($_____________________), and with a
Liquidation Amount with respect to the assets of the Trust of $ per security,
are hereby designated for the purposes of identification only as "_____%
Preferred Securities" (the "Preferred Securities"). The certificates evidencing
the Preferred Securities shall be substantially in the form of Exhibit A-1 to
the Agreement, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice or to conform to the rules
of any stock exchange or quotation system on which the Preferred Securities are
listed or quoted.

         (b) Common Securities. Up to ____________ Common Securities of the
Trust with an aggregate Liquidation Amount with respect to the assets of the
Trust of ________________________________dollars ($________________), and with a
Liquidation Amount with respect to the assets of the Trust of $ __ per security,
are hereby designated for the purposes of identification only as "_____% Common
Securities" (the "Common Securities"). The certificates evidencing the Common
Securities shall be substantially in the form of Exhibit A-2 to the Agreement,
with such changes and additions thereto or deletions therefrom as may be
required by ordinary usage, custom or practice.

     2.  Distributions.

         (a) Distributions on each Security will be payable at a rate per annum
of ____ % (the "Distribution Rate") of the liquidation amount of $ per Security
(the "Liquidation Amount"), such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one quarterly period will bear additional distributions thereon compounded
quarterly at the applicable periodic Distribution Rate (to the extent permitted
by applicable law). The term "Distributions", as used herein, includes any such
additional distributions unless otherwise stated. A Distribution is payable only
to the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds legally
available therefor. [If the Securities are to be Payment-in-Kind Securities,
insert the text of the PIK provision.]

         (b) Distributions on the Securities will be cumulative, will accumulate
from the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from and including __________ ___, _____, to but
excluding the related Distribution Date or Redemption Date (each defined below)
and will be payable quarterly in arrears on __________, ____________,
_____________ and ____________of each year, commencing __________ ___, _____
(each, a "Distribution Date"), except as otherwise described below. The amount
of Distributions payable for any Distribution Period will be computed on the
basis of a 360-day year consisting of twelve 30-day months. The distributions
payable for any partial period will be computed on the basis of the actual
number of days elapsed in such period. "Distribution Period" means the period
from and including the immediately preceding Distribution Date (or __________
___, _____ in the case of the first Distribution Period) to but excluding the
applicable Distribution Date or Redemption Date. If a Distribution Date is not a
Business Day, then such Distribution will be made on the next succeeding
Business Day. However, if the next succeeding Business Day is in the next
succeeding calendar year, such distribution will be made on the immediately
preceding Business Day.

                                    Annex I-1



     As long as no Event of Default has occurred and is continuing under the
Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest on the Debentures by extending the interest payment period
at any time and from time to time for a period not exceeding 20 consecutive
quarterly periods (each quarterly period as to which quarterly interest payments
have been deferred is referred to herein as an "Extension Period"), provided
that an Extension Period must end on an Interest Payment Date for the Debentures
and may not extend beyond the Stated Maturity Date or date of earlier redemption
for the Debentures. As a consequence of such deferral, Distributions on the
Securities will also be deferred during an Extension Period. Despite such
deferral, quarterly Distributions will continue to accumulate with additional
interest thereon (to the extent permitted by applicable law but not at a rate
greater than the rate at which interest is then accruing on the Debentures) at
the Distribution Rate then in effect, compounded quarterly during any Extension
Period. Prior to the termination of an Extension Period, the Debenture Issuer
may further defer payments of interest by further extending such Extension
Period; provided that an Extension Period, together with all such previous and
further extensions, may not exceed 20 consecutive quarterly periods, must end on
an Interest Payment Date for the Debentures and may not extend beyond the Stated
Maturity Date or date of earlier redemption for the Debentures. At the end of an
Extension Period, all accumulated and unpaid Distributions (but only to the
extent payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has funds legally available
therefor) will be payable to the Holders as they appear on the books and records
of the Trust on the record date immediately preceding the end of the Extension
Period. Upon the termination of any Extension Period (or any extension thereof)
and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the foregoing requirements.

         (c) Distributions on a Distribution Date will be payable to the Holders
thereof as they appear on the books and records of the Trust on the day
immediately preceding such Distribution Date. If the Preferred Securities are
ever issued in the form of Definitive Preferred Securities, the record date for
the payment of Distributions shall be the 15th day of the calendar month in
which the Distribution Date occurs, even if that day is not a Business Day. The
relevant record dates for the Common Securities shall be the same as the record
dates for the Preferred Securities. Distributions payable on any Securities that
are not punctually paid or duly provided for on any Distribution Date, as a
result of the Debenture Issuer having failed to make a payment under the
Debentures, will cease to be payable to the Holder on the relevant record date,
and such defaulted Distributions will instead be payable to the Person in whose
name such Securities are registered on the Special Record Date or other
specified date determined in accordance with the Indenture.

         (d) In the event that there is any money or other property held by or
for the Trust that is not accounted for hereunder, such property shall be
distributed on a Pro Rata (as defined herein) basis among the Holders of the
Securities.

     3.  Liquidation Distribution Upon Dissolution.

     In the event of any dissolution of the Trust, the Trust shall be liquidated
by the Administrative Trustees as expeditiously as the Administrative Trustees
determine to be possible by distributing, after satisfaction (or reasonable
provision for satisfaction) of liabilities to creditors of the Trust as provided
by applicable law, to the Holders of the Securities a Like Amount (as defined
below) of the Debentures, unless such distribution is determined by the Property
Trustee not to be practicable, in which event such Holders will be entitled to
receive out of the assets of the Trust legally available for distribution to
Holders, after satisfaction (or reasonable provision for satisfaction) of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the aggregate of the Liquidation Amount of $  per Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
is referred to herein as the "Liquidation Distribution").

     "Like Amount" means (i) with respect to a redemption of the Securities,
Securities having a Liquidation Amount equal to the principal amount of
Debentures to be paid in accordance with their terms and (ii) with respect to a
distribution of Debentures upon the dissolution of the Trust, Debentures having
a principal amount equal to the Liquidation Amount of the Securities of the
Holder to whom such Debentures are distributed.

     If, upon any such liquidation, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets legally available to pay
in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Securities shall be paid on a Pro Rata basis.

                                    Annex I-2



     4.  Redemption and Distribution.

         (a) Upon the repayment of the Debentures in whole or in part, at stated
maturity or date of earlier redemption (either at the option of the Debenture
Issuer or pursuant to a Special Event, as described below), the proceeds from
such repayment shall be simultaneously applied by the Property Trustee to redeem
a Like Amount of the Securities at a redemption price equal to (i) in the case
of the repayment of the Debentures at stated maturity, the Maturity Redemption
Price (as defined below), (ii) in the case of the optional redemption of the
Debentures upon the occurrence, prior to ______________, and continuation of a
Special Event, the Special Event Redemption Price (as defined below) and (iii)
in the case of the optional redemption of the Debentures other than as a result
of the occurrence and continuance of a Special Event, the Optional Redemption
Price (as defined below). The Maturity Redemption Price, the Special Event
Redemption Price and the Optional Redemption Price are referred to collectively
as the "Redemption Price" and the date fixed for redemption of the Securities is
referred to herein as the "Redemption Date". Holders will be given not less than
30 nor more than 60 days' prior written notice of such redemption. Any
redemption of Securities shall be made, and the applicable Redemption Price
shall be payable, on the Redemption Date, and only to the extent that the Trust
has funds legally available for the payment thereof.

         (b) (i) The "Maturity Redemption Price" shall mean a price equal to
100% of the Liquidation Amount of the Securities to be redeemed plus accumulated
and unpaid Distributions thereon, if any, to the date of redemption.

             (ii)In the case of an optional redemption other than as a result of
the occurrence and continuance of a Special Event, if fewer than all the
outstanding Securities are to be so redeemed, the Common Securities and the
Preferred Securities will be redeemed on a Pro Rata basis and the Preferred
Securities to be redeemed will be determined as described in Section 4(f)(ii)
below. Upon the entry of an order for the dissolution of the Trust by a court of
competent jurisdiction, the Debentures thereafter will be subject to optional
repayment, in whole, but not in part, on or after ____________________.

     The Debenture Issuer shall have the right (subject to the conditions in the
Indenture) to redeem the Debentures in whole or in part at any time on or after
____________________, and, simultaneous with such redemption, to cause a Like
Amount of the Securities to be redeemed by the Trust at the Optional Redemption
Price on a Pro Rata basis. "Optional Redemption Price" shall mean a price equal
to 100% of the Liquidation Amount of Securities to be redeemed plus accumulated
and unpaid Distributions thereon, if any, to the date of redemption.

         (c) If at any time a Special Event occurs prior to _______________ and
is continuing, the Debenture Issuer shall have the right (subject to the
conditions set forth in the Indenture) to redeem the Debentures in whole, but
not in part, within the 90 days following the occurrence of such Special Event
(the "90 Day Period"), and, simultaneous with such redemption, to cause a Like
Amount of the Securities to be redeemed by the Trust at the Special Event
Redemption Price on a Pro Rata basis.

     "Special Event Redemption Price" shall mean a price equal to 100% of the
Liquidation Amount of Securities to be redeemed plus accumulated and unpaid
Distributions thereon, if any, to the date of such redemption.

         (d) On and from the date fixed by the Administrative Trustees for any
distribution of Debentures and liquidation of the Trust: (i) the Securities will
no longer be deemed to be outstanding; (ii) the Clearing Agency or its nominee
(or any successor Clearing Agency or its nominee), as the Holder of the
Preferred Securities, will receive a registered global certificate or
certificates representing the Debentures to be delivered upon such distribution;
and (iii) any certificates representing Securities not held by the Clearing
Agency or its nominee (or any successor Clearing Agency or its nominee) will be
deemed to represent beneficial interests in Debentures until such certificates
are presented to the Debenture Issuer or its agent for transfer or reissue.

         (e) The Trust may not redeem fewer than all the outstanding Securities
unless all accumulated and unpaid Distributions have been paid on all Securities
for all Distribution periods terminating on or before the Redemption Date.

         (f)  The procedure with respect to redemptions or distributions of
Debentures shall be as follows:

                                    Annex I-3



              (i)   Notice of any redemption of, or notice of distribution of
     Debentures in exchange for, the Securities (a "Redemption/Distribution
     Notice") will be given by an Administrative Trustee on behalf of the Trust
     by mail to each Holder of Securities to be redeemed or exchanged not fewer
     than 30 nor more than 60 days before the date fixed for redemption or
     exchange thereof which, in the case of a redemption, will be the date fixed
     for redemption of the Debentures. For purposes of the calculation of the
     date of redemption or exchange and the dates on which notices are given
     pursuant to this Section 4(f)(i), a Redemption/Distribution Notice shall be
     deemed to be given on the day such notice is first mailed by first-class
     mail, postage prepaid, to Holders of Securities. Each
     Redemption/Distribution Notice shall be addressed to the Holders of
     Securities at the address of each such Holder appearing in the books and
     records of the Trust. No defect in the Redemption/Distribution Notice or in
     the mailing of either thereof with respect toany Holder shall affect the
     validity of the redemption or exchange proceedings with respect to any
     other Holder.

              (ii)  In the event that fewer than all the outstanding Securities
     are to be redeemed, the Securities to be redeemed shall be redeemed on a
     Pro Rata basis from each Holder of Preferred Securities, it being
     understood that, in respect of Preferred Securities registered in the name
     of and held of record by the Clearing Agency or its nominee (or any
     successor Clearing Agency or its nominee) or any nominee, the distribution
     of the proceeds of such redemption will be made to the Clearing Agency and
     disbursed by such Clearing Agency in accordance with the procedures applied
     by such agency or nominee.

              (iii) If Securities are to be redeemed and the Trust gives a
     Redemption/Distribution Notice (which notice will be irrevocable), then (A)
     with respect to Global Preferred Securities representing Preferred
     Securities issued in book-entry form, by 12:00 noon, New York City time, on
     the Redemption Date, provided that the Debenture Issuer has paid the
     Property Trustee a sufficient amount of cash in connection with the related
     redemption or maturity of the Debentures by 10:00 a.m., New York City time,
     on the stated maturity date or the date of earlier redemption, as the case
     requires, the Property Trustee will deposit irrevocably with the Clearing
     Agency or its nominee (or successor Clearing Agency or its nominee) funds
     sufficient to pay the applicable Redemption Price with respect to such
     Preferred Securities and will give the Clearing Agency irrevocable
     instructions and authority to pay the Redemption Price to the relevant
     Participants, and (B) with respect to Definitive Preferred Securities and
     Common Securities, provided that the Debenture Issuer has paid the Property
     Trustee a sufficient amount of cash in connection with the related
     redemption or maturity of the Debentures, the Property Trustee will pay the
     relevant Redemption Price to the Holders of such Securities by check mailed
     to the address of such Holder appearing on the books and records of the
     Trust on the redemption date. If a Redemption/Distribution Notice shall
     have been given and funds deposited as required, then immediately prior to
     the close of business on the date of such deposit, or on the Redemption
     Date, as applicable, Distributions will cease to accumulate on the
     Securities so called for redemption and all rights of Holders of such
     Securities so called for redemption will cease, except the right of the
     Holders of such Securities to receive the Redemption Price, but without
     interest on such Redemption Price, and such Securities shall cease to be
     outstanding.

              (iv)  Payment of accumulated and unpaid Distributions on the
     Redemption Date will be subject to the rights of Holders of Securities on
     the close of business on a record date in respect of a Distribution Date
     occurring on or prior to such Redemption Date.

              (v)   Neither the Administrative Trustees nor the Trust shall be
     required to register or cause to be registered the transfer of (i) any
     Securities beginning on the opening of business 15 days before the day of
     mailing of a notice of redemption or any notice of selection of Securities
     for redemption or (ii) any Securities selected for redemption except the
     unredeemed portion of any Security being redeemed. If a Redemption Date is
     not a Business Day, then payment of the Redemption Price payable on such
     date will be made on the next succeeding Business Day, and no interest or
     other payment in respect of any such delay will accumulate for the period
     to but excluding such Business Day. If payment of the Redemption Price in
     respect of any Securities is improperly withheld or refused and not paid
     either by the Property Trustee or by the Sponsor as guarantor pursuant to
     the relevant Securities Guarantee, Distributions on such Securities will
     continue to accumulate from the original redemption date to the actual date
     of payment, in which case the actual payment date will be considered the
     Redemption Date for purposes of calculating the Redemption Price.

                                    Annex I-4



              (vi)Redemption/Distribution Notices shall be sent by the Property
     Trustee on behalf of the Trust to (A) in respect of the Preferred
     Securities, the Clearing Agency or its nominee (or any successor Clearing
     Agency or its nominee) if the Global Preferred Securities have been issued
     or, if Definitive Preferred Securities have been issued, to the Holders
     thereof, and (B) in respect of the Common Securities, to the Sponsor.

              (vii) Subject to the foregoing and applicable law (including,
     without limitation, United States Federal securities laws and banking
     laws), the Sponsor or any of its subsidiaries may at any time and from time
     to time purchase outstanding Preferred Securities by tender, in the open
     market or by private agreement.

     5.   Voting Rights - Preferred Securities.

          (a) Except as provided under Sections 5(b) and 7 and as otherwise
required by law or the Agreement, the Holders of the Preferred Securities will
have no voting rights.

          (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding with respect to any remedy available to the Debenture Trustee, or
exercise any trust or power conferred upon the Debenture Trustee, with respect
to the Debentures, (ii) waive any past default that is waivable under the
Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures, or (iv) consent
to any amendment, modification or termination of the Indenture or the Debentures
where such consent shall be required, without, in each case, obtaining (1) the
prior approval of the Holders of a Majority in Liquidation Amount of all
outstanding Preferred Securities; provided, however, that where a consent under
the Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior approval of each Holder of the Preferred Securities and (2) an Opinion of
Counsel delivered to the Trust from tax counsel experienced in such matters to
the effect that the Trust will not be classified as an association taxable as
corporation for United States Federal income tax purposes on account of such
action.

     Notwithstanding anything to the contrary contained herein, if an Event of
Default under the Agreement has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay principal of or
premium, if any, or interest on the Debentures on the date such principal,
premium, if any, or interest is otherwise payable (or, in the case of
redemption, on the Redemption Date), then a Holder of Preferred Securities may
directly institute a proceeding against the Debenture Issuer for enforcement of
payment to such Holder of the principal of or premium, if any, or interest on a
Like Amount of Debentures (a "Direct Action") on or after the respective due
date specified in the Debentures. In connection with such a Direct Action, (i)
the rights of the Common Securities Holder will be subordinated to the rights of
Holders of Preferred Securities with respect to payments made or required to be
made by the Debenture Issuer in such Direct Action and (ii) the Debenture Issuer
shall remain obligated to pay the principal of, premium, if any, or interest on
such Debentures, and the Debenture Issuer shall be subrogated to the rights of
such Holder of Preferred Securities to the extent of any payment made by the
Debenture Issuer to such Holder in such Direct Action.

     Any approval or direction of Holders of Preferred Securities may be given
at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities or pursuant to written
consent. The Administrative Trustees will cause a notice of any meeting at which
Holders of Preferred Securities are entitled to vote to be mailed to each Holder
of record of Preferred Securities. Each such notice will include a statement
setting forth (i) the date of such meeting, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
and (iii) instructions for the delivery of proxies.

     No vote or consent of the Holders of the Preferred Securities will be
required for the Trust to redeem and cancel Preferred Securities, or to
distribute the Debentures, in accordance with the Agreement and these terms of
the Securities.

     Notwithstanding that Holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities that are owned by the Sponsor or any Affiliate of the Sponsor shall
not be entitled to vote or consent and shall, for purposes of such vote or
consent, be treated as if they were not outstanding.

                                    Annex I-5



     6.   Voting Rights - Common Securities.

          (a) Except as provided under Sections 6(b) and 7 as otherwise required
by law or the Agreement, the Holders of the Common Securities will have no
voting rights.

          (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding with respect to any remedy available to the Debenture Trustee, or
exercise any trust or power conferred upon the Debenture Trustee, with respect
to the Debentures, (ii) waive any past default that is waivable under the
Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the Debentures
where such consent shall be required, without, in each case, obtaining (1) the
prior approval of the Holders of a Majority in Liquidation Amount of all
outstanding Common Securities; provided, however, that where a consent under the
Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior approval of the Common Securities Holder and (2) an Opinion of Counsel
delivered to the Trust from tax counsel experienced in such matters to the
effect that the Trust will not be classified as an association taxable as a
corporation for United States Federal income tax purposes on account of such
action.

     Notwithstanding anything to the contrary contained herein, if an Event of
Default under the Agreement has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay principal of or
premium, if any, or interest on the Debentures on the date such principal,
premium, if any, or interest is otherwise payable (or, in the case of
redemption, on the Redemption Date), then a Holder of Common Securities may
institute a Direct Action against the Debenture Issuer for enforcement of
payment to such Holder of the principal of or premium, if any, or interest on a
Like Amount of Debentures on or after the respective due date specified in the
Debentures. In connection with such a Direct Action, (i) the rights of the
Common Securities Holder will be subordinated to the rights of Holders of
Preferred Securities with respect to payments made or required to be made by the
Debenture Issuer in such Direct Action and (ii) the Debenture Issuer shall
remain obligated to pay the principal of, premium, if any, or interest on such
Debentures, and the Debenture Issuer shall be subrogated to the rights of such
Holder of Preferred Securities to the extent of any payment made by the
Debenture Issuer to such Holder in such Direct Action.

     Any approval or direction of Holder(s) of Common Securities may be given at
a separate meeting of Holder(s) of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities or pursuant to written consent.
The Administrative Trustees will cause a notice of any meeting at which
Holder(s) of Common Securities are entitled to vote to be mailed to each Holder
of record of Common Securities. Each such notice will include a statement
setting forth (i) the date of such meeting, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holder(s) are entitled to
vote and (iii) instructions for the delivery of proxies.

     No vote or consent of the Holder(s) of the Common Securities will be
required for the Trust to redeem and cancel Common Securities, or to distribute
the Debentures, in accordance with the Agreement and these terms of the
Securities.

     7.   Amendments to Agreement.


     In addition to the requirements set out in Section 12.1 of the Agreement,
the Agreement may be amended from time to time by the Sponsor and the Trustees
with (i) the consent of Holders of a Majority in Liquidation Amount of all
outstanding Securities, and (ii) receipt by the Trustees of an opinion of
counsel experienced in such matters to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not affect the Trust's status as a grantor trust for United States Federal
income tax purposes or the Trust's exemption from status as an Investment
Company under the Investment Company Act; provided, however, that, without the
consent of each Holder of the Securities, the Agreement may not be amended to
(i) change the Distribution Rate (or manner of calculation of the Distribution
Rate), amount, timing or currency or otherwise adversely affect the method of
any required payment, (ii) change the purposes of the Trust, (iii) authorize the
issuance of any additional beneficial interests in the Trust, (iv) change the
redemption provisions, (v) change the conditions precedent for the Sponsor to
elect to dissolve the Trust and distribute the Debentures to the Holders of the
Securities, (vi) change the Liquidation Distribution or other provisions
relating to the distribution of amounts payable upon the dissolution and
liquidation of the Trust, (vii)

                                    Annex I-6



affect the limited liability of any Holder of the Securities or (viii) restrict
the right of a Holder of the Securities to institute suit for the enforcement of
any required payment on or after the due date therefor (or, in the case of
redemption, on the Redemption Date).

     8.   Pro Rata.

     A reference herein to any payment, distribution or treatment as being "Pro
Rata" shall mean pro rata to each Holder of Securities according to the
aggregate Liquidation Amount of the Securities held by such Holder in relation
to the aggregate Liquidation Amount of all Securities outstanding unless, in
relation to a payment, an Event of Default under the Agreement has occurred and
is continuing, in which case any funds legally available to make such payment
shall be paid first to each Holder of the Preferred Securities pro rata
according to the aggregate Liquidation Amount of Preferred Securities held by
such Holder relative to the aggregate Liquidation Amount of all Preferred
Securities outstanding, and only after satisfaction of all amounts owed to the
Holders of the Preferred Securities, to each Holder of Common Securities pro
rata according to the aggregate Liquidation Amount of Common Securities held by
such Holder relative to the aggregate Liquidation Amount of all Common
Securities outstanding.

     9.   Ranking.

     The Preferred Securities rank pari passu with the Common Securities and
payment thereon shall be made Pro Rata with the Common Securities, except that,
if an Event of Default under the Agreement occurs and is continuing, no payments
in respect of Distributions on, or payments upon liquidation, redemption or
otherwise with respect to, the Common Securities shall be made until the Holders
of the Preferred Securities shall be paid in full the Distributions, Redemption
Price, Liquidation Distribution and other payments to which they are entitled at
such time.

     10.  Acceptance of Securities Guarantees and Indenture.

     Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee, the Common Securities Guarantee and the Indenture, including the
subordination provisions therein.

     11.  No Preemptive Rights.

     The Holders of the Securities shall have no preemptive or similar rights
(including the right to subscribe for any Option Preferred Securities of the
Trust).

     12.  Miscellaneous.

     These terms constitute a part of the Agreement.

     The Sponsor will provide a copy of the Agreement, the Preferred Securities
Guarantee or the Common Securities Guarantee (as may be appropriate) and the
Indenture (including any supplemental indenture) to a Holder without charge on
written request to the Sponsor at its principal place of business.

                                    Annex I-7



                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]


[IF THIS PREFERRED SECURITY IS A GLOBAL PREFERRED SECURITY, INSERT: THIS
PREFERRED SECURITY IS A GLOBAL PREFERRED SECURITY WITHIN THE MEANING OF THE
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") OR A NOMINEE OF THE DEPOSITORY. THIS
PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE AGREEMENT AND NO TRANSFER OF THIS PREFERRED
SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

Certificate Number                                Number of Preferred Securities
- ------------------                                ------------------------------

                              CUSIP NO. __________

                 Certificate Evidencing Preferred Securities of

                              RADIO ONE TRUST [___]


                ______% Trust Originated Preferred Securities(SM)

                  (liquidation amount $ per Preferred Security)

     RADIO ONE TRUST [___], a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that ______________ (the
"Holder") is the registered owner of __________ securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated as the _____% Trust Originated Preferred Securities (liquidation
amount $_______ per Preferred Security) (the "Preferred Securities"). The
Preferred Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer.

     The designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Preferred Securities represented hereby are issued
and shall in all respects be subject to the provisions of the Amended and
Restated Trust Agreement of the Trust dated as of __________ ___, _____, as the
same may be amended from time to time (the "Agreement"), including the
designation of the terms of the Preferred Securities as set forth in Annex I to
the Agreement. Capitalized terms used but not defined herein shall have the
respective meanings given them in the Agreement. The Sponsor will provide a copy
of the Agreement, the Preferred Securities Guarantee and the Indenture to a
Holder without charge upon written request to the Trust at its principal place
of business.

                                       Exhibit A-1-1



     Upon receipt of this certificate, the Holder is bound by the Agreement and
is entitled to the benefits thereunder and to the benefits of the Preferred
Securities Guarantee to the extent provided therein.

     By acceptance, the Holder agrees to treat, for United States Federal income
tax purposes, the Debentures as indebtedness and the Preferred Securities as
evidence of indirect beneficial ownership in the Debentures.

     This Preferred Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to principles
of conflict of laws.


                                  Exhibit A-1-2



     IN WITNESS WHEREOF, the Trust has executed this certificate this ________
day of ____________.


                                          RADIO ONE TRUST [___]



                                          By: __________________________________
                                               Name:
                                               Title: Administrative Trustee



                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Preferred Securities referred to in the within-mentioned
Agreement.

Dated:

                                          WILMINGTON TRUST COMPANY,
                                               as Property Trustee

                                          By: __________________________________
                                                    Authorized Signatory


                                  Exhibit A-1-3




                     [FORM OF REVERSE OF PREFERRED SECURITY]

     Distributions on this Preferred Security will be payable at a rate per
annum of _____ % (the "Distribution Rate") of the Liquidation Amount of $ per
Preferred Security (the "Liquidation Amount"), such rate being the rate of
interest payable on the Debentures to be held by the Property Trustee.
Distributions not paid when due will themselves accumulate distributions at the
annual rate of _____% (to the extent permitted by law). The term
"Distributions", as used herein, includes any such additional distributions
unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds on hand legally available therefor.

     Distributions on the Preferred Securities will be cumulative, will
accumulate from and including the most recent date on which Distributions have
been paid or, if no Distributions have been paid, from and including the date of
issuance, to but excluding the related Distribution Date (as defined herein) or
any date fixed for redemption (a "Redemption Date"), and will be payable
quarterly in arrears on ___________, ____________, ________________ and
______________ of each year (each, a "Distribution Date"), commencing __________
___, _____, except as otherwise described below and in the Agreement. The amount
of Distributions payable for any quarterly period shall be computed on the basis
of a 360-day year consisting of twelve 30-day months. The Distributions payable
for any partial period will be computed on the basis of the actual number of
days elapsed in such period. "Distribution Period" means the period from and
including the immediately preceding Distribution Date (or __________ ___, _____,
in the case of the first Distribution Period) to but excluding the applicable
Distribution Date or Redemption Date. If a Distribution Date is not a Business
Day, then such Distribution will be made on the next succeeding Business Day,
except if such Business Day is in the next calendar year, such Distribution will
be made on the immediately preceding Business Day.

     As long as no Event of Default has occurred and is continuing under the
Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 20 consecutive
periods (each, an "Extension Period"), provided that an Extension Period must
end on an interest payment date for the Debentures and may not extend beyond the
stated maturity date or redemption date for the Debentures. As a consequence of
such deferral, Distributions will also be deferred. Despite such deferral,
quarterly Distributions will continue to accumulate with additional
distributions thereon (to the extent permitted by law but not at a rate greater
than the rate at which interest is then accruing on the Debentures) at the
Distribution Rate then in effect compounded quarterly during any such Extension
Period. Prior to the termination of any such Extension Period, the Debenture
Issuer may further defer payments of interest by further extending such
Extension Period; provided that such Extension Period, together with all such
previous and further extensions, may not exceed 20 consecutive quarterly
periods, must end on an interest payment date for the Debentures and may not
extend beyond the stated maturity date or redemption date of the Debentures. At
the end of the Extension Period, all accumulated and unpaid Distributions (but
only to the extent payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds available
therefor) will be payable to the Holders as they appear on the books and records
of the Trust on the record date immediately preceding the end of the Extension
Period. Upon the termination of any Extension Period (or any extension period
thereof) and the payment of all amounts then due, the Debenture Issuer may
commence a new Extension Period, subject to the foregoing requirements.

     Subject to other conditions set forth in the Agreement and the Indenture,
the Property Trustee may, at the direction of the Sponsor, dissolve the Trust at
any time and cause the Debentures to be distributed to the Holders of the
Preferred Securities in liquidation of the Trust or, simultaneously with any
redemption of the Debentures, cause a Like Amount of the Preferred Securities to
be redeemed by the Trust.

     These Preferred Securities shall be redeemable as provided in the
Agreement.

                                  Exhibit A-1-4



                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:


- --------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints _______________________________________________________
agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date: _____________________________

Signature: _____________________________________________________________________
               (Sign exactly as your name appears on the other side of this
                            Preferred Security Certificate)

Signature Guarantee**:


- --------------------------------------------------------------------------------

**   Signature must be guaranteed by an "eligible guarantor institution" that is
     a bank, stockbroker, savings and loan association or credit union meeting
     the requirements of the Registrar, which requirements include membership or
     participation in the Securities Transfer Agents Medallion Program ("STAMP")
     or such other "signature guarantee program" as may be determined by the
     Registrar in addition to, or in substitution for, STAMP, all in accordance
     with the Securities and Exchange Act of 1934, as amended.


                                  Exhibit A-1-5



                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

     THIS CERTIFICATE IS NOT TRANSFERABLE SUBJECT TO THE TERMS OF THE AGREEMENT
(AS DEFINED HEREIN)

Certificate Number                                   Number of Common Securities

- ------------------                                   ---------------------------

                   Certificate Evidencing Common Securities of

                              RADIO ONE TRUST [___]

                            _____% Common Securities
                   (liquidation amount $ per Common Security)

     RADIO ONE TRUST [___], a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Radio One, Inc. (the
"Holder") is the registered owner of __________ securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the _____% Common Securities (liquidation amount $ per Common
Security) (the "Common Securities"). The Common Securities are not transferable.
The designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Common Securities represented hereby are issued and shall
in all respects be subject to the provisions of the Amended and Restated Trust
Agreement of the Trust dated as of __________ ___, _____, as the same may be
amended from time to time (the "Agreement"), including the designation of the
terms of the Common Securities as set forth in Annex I to the Agreement.
Capitalized terms used but not defined herein shall have the meaning given them
in the Agreement. The Sponsor will provide a copy of the Agreement, the Common
Securities Guarantee and the Indenture to a Holder without charge upon written
request to the Trust at its principal place of business.

     Upon receipt of this certificate, the Holder is bound by the Agreement and
is entitled to the benefits thereunder and to the benefits of the Common
Securities Guarantee to the extent provided therein.

     By acceptance, the Holder agrees to treat, for United States Federal income
tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.

     This Common Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to principles
of conflicts of laws.

     IN WITNESS WHEREOF, the Trust has executed this certificate this ___ day of
_______, ____.

                                             RADIO ONE TRUST [___]



                                             By: _______________________________
                                                  Name:
                                                  Title:  Administrative Trustee


                                  Exhibit A-2-1




                          [FORM OF REVERSE OF SECURITY]

     Distributions on each Common Security will be payable at a rate per annum
of _____% (the "Distribution Rate") of the Liquidation Amount of $ per Common
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears for more than one
quarterly period will bear additional distributions thereon compounded quarterly
at the applicable periodic Distribution Rate (to the extent permitted by
applicable law). The term "Distributions", as used herein, includes any such
additional distributions unless otherwise stated. A Distribution is payable only
to the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds legally
available therefor.

     Distributions on the Common Securities will be cumulative, will accumulate
from the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from __________ ___, _____, to but excluding the
related Distribution Date (as defined herein) or any date fixed for redemption
(a "Redemption Date"), and will be payable quarterly in arrears on
_____________, _______________, ________________ and _______________ of each
year, commencing __________ ___, _____ (each, a "Distribution Date"), except as
otherwise described below and in the Agreement. The amount of Distributions
payable for any Distribution Period will be computed on the basis of a 360-day
year consisting of twelve 30-day months. The Distributions payable for any
partial period will be computed on the basis of the actual number of days
elapsed in such period. "Distribution Period" means the period from and
including the immediately preceding Distribution Date (or __________ ___, _____,
in the case of the first Distribution Period) to but excluding the applicable
Distribution Date or Redemption Date. If a Distribution Date is not a Business
Day, then such Distribution Date and the first day of the Distribution Period
commencing on such Distribution Date will be the next succeeding Business Day
and no interest or other payment in respect of any such delay shall accumulate
for the period to but excluding such Business Day. However, if the next
succeeding Business Day is in the next calendar year, payment of Distributions
will be made on the immediately preceding Business Day.

     As long as no Event of Default has occurred and is continuing under the
Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 20 consecutive
quarterly periods (each, an "Extension Period"), provided that an Extension
Period must end on an interest payment date for the Debentures and may not
extend beyond the stated maturity date or redemption date for the Debentures. As
a consequence of such deferral, Distributions will also be deferred. Despite
such deferral, quarterly Distributions will continue to accumulate with
additional interest thereon (to the extent permitted by applicable law but not
at a rate greater than the rate at which interest is then accruing on the
Debentures) at the Distribution Rate then in effect compounded quarterly during
any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period, together
with all such previous and further extensions, may not exceed 20 consecutive
quarterly periods, must end on an interest payment date for the Debentures and
may not extend beyond the Maturity Date or Redemption Date of the Debentures. At
the end of the Extension Period, all accumulated and unpaid Distributions (but
only to the extent payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds legally
available therefor) will be payable to the Holders as they appear on the books
and records of the Trust on the record date immediately preceding the end of the
Extension Period. Upon the termination of any Extension Period and the payment
of all amounts then due, the Debenture Issuer may commence a new Extension
Period, subject to the foregoing requirements.

     The Common Securities shall be redeemable as provided in the Agreement.

                                  Exhibit A-2-2

EX-4.27

                                                                    EXHIBIT 4.27

================================================================================

                FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT

                                 RADIO ONE, INC.


                         Dated as of _______ ___, _____


================================================================================



                                TABLE OF CONTENTS



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                                                                                                             ----
                                                                                                          
ARTICLE I
  DEFINITIONS AND INTERPRETATION .........................................................................      1
  SECTION 1.1  Definitions and Interpretation ............................................................      1

ARTICLE II
  TRUST INDENTURE ACT ....................................................................................      4
  SECTION 2.1  Trust Indenture Act; Application ..........................................................      4
  SECTION 2.2  Lists of Holders of Securities ............................................................      4
  SECTION 2.3  Reports by the Preferred Securities Guarantee Trustee .....................................      4
  SECTION 2.4  Periodic Reports to Preferred Securities Guarantee Trustee ................................      4
  SECTION 2.5  Evidence of Compliance with Conditions Precedent ..........................................      5
  SECTION 2.6  Event of Default; Notice ..................................................................      5
  SECTION 2.7  Event of Default; Notice ..................................................................      5
  SECTION 2.8  Conflicting Interests .....................................................................      5

ARTICLE III
  POWERS, DUTIES AND RIGHTS OFPREFERRED SECURITIES GUARANTEE TRUSTEE .....................................      5
  SECTION 3.1  Powers and Duties of the Preferred Securities Guarantee Trustee ...........................      5
  SECTION 3.2  Certain Rights of Preferred Securities Guarantee Trustee ..................................      7
  SECTION 3.3  Not Responsible for Recitals or Issuance of Preferred Securities Guarantee ................      8

ARTICLE IV
  PREFERRED SECURITIES GUARANTEE TRUSTEE .................................................................      8
  SECTION 4.1  Preferred Securities Guarantee Trustee; Eligibility .......................................      8
  SECTION 4.2  Appointment, Removal and Resignation of Preferred Securities Guarantee Trustee ............      9

ARTICLE V
  GUARANTEE ..............................................................................................      9
  SECTION 5.1  Guarantee .................................................................................      9
  SECTION 5.2  Waiver of Notice and Demand ...............................................................     10
  SECTION 5.3  Obligations Not Affected ..................................................................     10
  SECTION 5.4  Rights of Holders .........................................................................     10
  SECTION 5.5  Guarantee of Payment ......................................................................     11
  SECTION 5.6  Subrogation ...............................................................................     11
  SECTION 5.7  Independent Obligations ...................................................................     11

ARTICLE VI
  LIMITATION OF TRANSACTIONS; SUBORDINATION ..............................................................     11
  SECTION 6.1  Limitation of Transactions ................................................................     11
  SECTION 6.2  Ranking ...................................................................................     12

ARTICLE VII
  TERMINATION ............................................................................................     12
  SECTION 7.1  Termination ...............................................................................     12

ARTICLE VIII
  EXCULPATION, INDEMNIFICATION AND COMPENSATION ..........................................................     12


                                      -i-



                                                                                     
  SECTION 8.1   Exculpation .........................................................   12
  SECTION 8.2   Indemnification .....................................................   12
  SECTION 8.3   Compensation ........................................................   13

ARTICLE IX
  MISCELLANEOUS .....................................................................   13
  SECTION 9.1   Successors and Assigns ..............................................   13
  SECTION 9.2   Amendments ..........................................................   13
  SECTION 9.3   Notices .............................................................   13
  SECTION 9.4   Benefit .............................................................   14
  SECTION 9.5   Governing Law .......................................................   14
  SECTION 9.6   Counterparts ........................................................   14



                                      -ii-



                    PREFERRED SECURITIES GUARANTEE AGREEMENT

     THIS PREFERRED SECURITIES GUARANTEE AGREEMENT (the "Preferred Securities
Guarantee"), dated as of ________ ___, ____, is executed and delivered by Radio
One, Inc., a Delaware corporation (the "Guarantor"), and Wilmington Trust
Company, a Delaware banking corporation, as trustee (the "Preferred Securities
Guarantee Trustee"), for the benefit of the Holders (as defined herein) from
time to time of the Preferred Securities (as defined herein) of Radio One Trust
[___], a statutory business trust formed under the laws of the State of Delaware
(the "Issuer").

     WHEREAS, pursuant to an Amended and Restated Trust Agreement (the
"Agreement"), dated as of ________ ___, ____, among the trustees of the Issuer,
the Guarantor, as sponsor, and the holders from time to time of undivided
beneficial interests in the assets of the Issuer, the Issuer is authorized to
issue up to _____________ preferred securities, having an aggregate Liquidation
Amount of $ _____________, such preferred securities being designated the ____%
_______________ Preferred Securities (collectively, the "Preferred Securities").

     WHEREAS, as an incentive for the Holders to purchase the Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Preferred Securities Guarantee, to pay to the
Holders of the Preferred Securities the Guarantee Payments (as defined herein)
and to make certain other payments on the terms and conditions set forth herein.

     WHEREAS, the Guarantor is also executing and delivering a guarantee
agreement (the "Common Securities Guarantee") with substantially identical terms
to this Preferred Securities Guarantee, for the benefit of the holders of the
Common Securities (as defined herein), except that if an event of default under
the Agreement has occurred and is continuing, the rights of holders of the
Common Securities to receive Guarantee Payments under the Common Securities
Guarantee are subordinated, to the extent and in the manner set forth in the
Common Securities Guarantee, to the rights of holders of Preferred Securities to
receive Guarantee Payments under this Preferred Securities Guarantee.

     NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby acknowledges shall
benefit the Guarantor, the Guarantor executes and delivers this Preferred
Securities Guarantee for the benefit of the Holders.

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

     SECTION 1.1 Definitions and Interpretation

     In this Preferred Securities Guarantee, unless the context otherwise
requires:

          (a)  capitalized terms used in this Preferred Securities Guarantee but
     not defined in the preamble above have the respective meanings assigned to
     them in this Section 1.1;

          (b)  terms defined in the Agreement as at the date of execution of
     this Preferred Securities Guarantee have the same meaning when used in this
     Preferred Securities Guarantee unless otherwise defined in this Preferred
     Securities Guarantee;

          (c)  a term defined anywhere in this Preferred Securities Guarantee
     has the same meaning throughout;

          (d)  all references to "the Preferred Securities Guarantee" or "this
Preferred Securities Guarantee" are to this Preferred Securities Guarantee as
modified, supplemented or amended from time to time;

          (e)  all references in this Preferred Securities Guarantee to Articles
and Sections are to Articles and Sections of this Preferred Securities
Guarantee, unless otherwise specified;




          (f)  a term defined in the Trust Indenture Act has the same meaning
     when used in this Preferred Securities Guarantee, unless otherwise defined
     in this Preferred Securities Guarantee or unless the context otherwise
     requires; and

          (g)  a reference to the singular includes the plural and vice versa.

     "Affiliate" has the same meaning as given to that term in Rule 405 under
the Securities Act of 1933, as amended, or any successor rule thereunder.

     "Business Day" means any day other than a Saturday or a Sunday, or a day on
which banking institutions or trust companies in The City of New York or
Wilmington, Delaware are authorized or required by law, regulation or executive
order to close.

     "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.

     "Corporate Trust Office" means the office of the Preferred Securities
Guarantee Trustee for the conduct of corporate trust business, at which matters
related to this Preferred Securities Guarantee Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Agreement is located at Rodney Square North, 1100 North Market Street,
Wilmington, DE 19890-0001, Attention: Corporate Trust Administration.

     "Covered Person" means any Holder or beneficial owner of Preferred
Securities.

     "Debentures" means the series of junior subordinated debt securities of the
Guarantor designated the ____% Junior Subordinated Deferrable Interest
Debentures due _____, held by the Property Trustee (as defined in the Agreement)
of the Issuer.

     "Event of Default" means a default by the Guarantor in respect of any of
its payment or other obligations under this Preferred Securities Guarantee.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Preferred Securities, to the extent not paid or
made by the Issuer: (i) any accumulated and unpaid Distributions (as defined in
the Agreement) that are required to be paid on such Preferred Securities, to the
extent the Issuer has funds legally available therefor at such time; (ii) the
redemption price, including all accumulated and unpaid Distributions to the date
of redemption (the "Redemption Price"), to the extent the Issuer has funds
legally available therefor at such time, with respect to any Preferred
Securities called for redemption by the Issuer; and (iii) upon a voluntary or
involuntary dissolution and liquidation of the Issuer (other than in connection
with the distribution of the Debentures to holders of the Preferred Securities
or the redemption of the Preferred Securities as provided in the Agreement), the
lesser of (a) the aggregate of the Liquidation Amount and all accumulated and
unpaid Distributions on the Preferred Securities to the date of payment, to the
extent the Issuer has funds legally available therefor at such time, and (b) the
amount of assets of the Issuer remaining available for distribution to Holders
in liquidation of the Issuer (in either case, the "Liquidation Distribution").
If an Event of Default has occurred and is continuing, no Guarantee Payments
under the Common Securities Guarantee with respect to the Common Securities or
any guarantee payment under any Other Common Securities Guarantees shall be made
until the Holders of Preferred Securities shall be paid in full the Guarantee
Payments to which they are entitled under this Preferred Securities Guarantee.

     "Holder" shall mean any holder, as registered on the books and records of
the Issuer, of any Preferred Securities; provided, however, that, in determining
whether the holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder, "Holder" shall not
include the Guarantor or any Affiliate of the Guarantor.

     "Indemnified Person" means the Preferred Securities Guarantee Trustee, any
Affiliate of the Preferred Securities Guarantee Trustee, or any officers,
directors, shareholders, members, partners, employees, representatives,
nominees, custodians or agents of the Preferred Securities Guarantee Trustee.

                                        2



     "Indenture" means the Junior Subordinated Debentures Indenture, dated as of
________ ___, ____, between Radio One, Inc., as issuer (the "Debenture Issuer"),
and Wilmington Trust Company, as trustee, pursuant to which the Debentures are
to be issued to the Property Trustee of the Issuer.

     "Liquidation Amount" means $[______] per Preferred Security.

     "List of Holders" has the meaning set forth in Section 2.2.

     "Majority in Liquidation Amount of the Preferred Securities" means, except
as provided by the Trust Indenture Act, a vote by Holder(s) of Preferred
Securities, voting separately as a class, of more than 50% of the aggregate
Liquidation Amount (including the amount payable on redemption, liquidation or
otherwise, plus accumulated and unpaid Distributions to the date upon which the
voting percentages are determined) of all Preferred Securities.

     "Officer's Certificate" means, with respect to any Person, a certificate
signed by the Chief Executive Officer, the President, a Vice President, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary. Any
Officer's Certificate delivered with respect to compliance with a condition or
covenant provided for in this Preferred Securities Guarantee shall include:

          (a) a statement that the officer signing the Officer's Certificate has
     read the covenant or condition and the definitions relating thereto;

          (b) a brief statement of the nature and scope of the examination or
     investigation undertaken by such officer in rendering the Officer's
     Certificate;

          (c) a statement that such officer has made such examination or
     investigation as, in such officer's opinion, is necessary to enable such
     officer to express an informed opinion as to whether or not such covenant
     or condition has been complied with; and

          (d) a statement as to whether, in the opinion of such officer, such
     condition or covenant has been complied with.

     "Other Common Securities Guarantees" shall have the same meaning as "Other
Guarantees" in the Common Securities Guarantee.

     "Other Debentures" means all junior subordinated debentures issued by the
Guarantor from time to time and sold to trusts established by the Guarantor, in
each case similar to the Issuer.

     "Other Guarantees" means all guarantees issued by the Guarantor with
respect to preferred securities similar to the Preferred Securities issued by
other trusts established by the Guarantor, in each case similar to the Issuer.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Preferred Securities Guarantee Trustee" means the Wilmington Trust
Company, a Delaware banking corporation, until a Successor Preferred Securities
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Preferred Securities Guarantee and thereafter means each
such Successor Preferred Securities Guarantee Trustee.

     "Responsible Officer" means, with respect to the Preferred Securities
Guarantee Trustee, any officer within the Corporate Trust Office of the
Preferred Securities Guarantee Trustee, including any vice-president, any
assistant vice-president, any assistant secretary, any assistant treasurer or
other officer of the Corporate Trust Office of the Preferred Securities
Guarantee Trustee customarily performing functions similar to those performed by
any of the above-designated officers and also means, with respect to a
particular corporate trust matter, any other officer of the Preferred

                                        3



Securities Guarantee Trustee to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

     "Successor Preferred Securities Guarantee Trustee" means a successor
Preferred Securities Guarantee Trustee possessing the qualifications to act as
Preferred Securities Guarantee Trustee under Section 4.1.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

     "Trust Securities" means, collectively, the Common Securities and the
Preferred Securities.

                                   ARTICLE II
                               TRUST INDENTURE ACT

     SECTION 2.1  Trust Indenture Act; Application

          (a) This Preferred Securities Guarantee is subject to the provisions
of the Trust Indenture Act that are required to be part of this Preferred
Securities Guarantee and shall, to the extent applicable, be governed by such
provisions.

          (b) If and to the extent that any provision of this Preferred
Securities Guarantee limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

     SECTION 2.2  Lists of Holders of Securities

          (a) The Guarantor shall provide the Preferred Securities Guarantee
Trustee (unless the Preferred Securities Guarantee Trustee is otherwise the
registrar of the Preferred Securities) with a list, in such form as the
Preferred Securities Guarantee Trustee may reasonably require, of the names and
addresses of the Holders of the Preferred Securities ("List of Holders"), (i)
within 14 days after each record date for payment of Distributions, as of such
record date and (ii) at any other time within 30 days of receipt by the
Guarantor of a written request for a List of Holders as of a date no more than
14 days before such List of Holders is given to the Preferred Securities
Guarantee Trustee, provided that the Guarantor shall not be obligated to provide
such List of Holders at any time the List of Holders does not differ from the
most recent List of Holders given to the Preferred Securities Guarantee Trustee
by the Guarantor. The Preferred Securities Guarantee Trustee may destroy any
List of Holders previously given to it on receipt of a new List of Holders.

          (b) The Preferred Securities Guarantee Trustee shall comply with its
obligations under Sections 311(a), 311(b) and Section 312(b) of the Trust
Indenture Act.

     SECTION 2.3  Reports by the Preferred Securities Guarantee Trustee

     Within 60 days after September 1 of each year, commencing September 1,
____, the Preferred Securities Guarantee Trustee shall provide to the Holders of
the Preferred Securities such reports as are required by Section 313 of the
Trust Indenture Act, if any, in the form and in the manner provided by Section
313 of the Trust Indenture Act. The Preferred Securities Guarantee Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

     SECTION 2.4  Periodic Reports to Preferred Securities Guarantee Trustee

     The Guarantor shall provide to the Preferred Securities Guarantee Trustee
such documents, reports and information as required by Section 314 of the Trust
Indenture Act (if any) and the compliance certificate required by Section 314 of
the Trust Indenture Act in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act. Delivery of such reports, information
and documents to the Preferred Securities Guarantee Trustee is for informational
purposes only and the Preferred Securities Guarantee Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Guarantor's
compliance with any of its covenants hereunder (as to which the Preferred
Securities Guarantee Trustee is entitled to rely exclusively on Officer's
Certificates).

                                        4



     SECTION 2.5  Evidence of Compliance with Conditions Precedent

     The Guarantor shall provide to the Preferred Securities Guarantee Trustee
such evidence of compliance with any conditions precedent, if any, provided for
in this Preferred Securities Guarantee that relate to any of the matters set
forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) may be given in
the form of an Officer's Certificate.

     SECTION 2.6  Event of Default; Notice

     The Holders of a Majority in Liquidation Amount of Preferred Securities
may, by vote, on behalf of the Holders of all of the Preferred Securities, waive
any past Event of Default and its consequences. Upon such waiver, any such Event
of Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Preferred
Securities Guarantee, but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

     SECTION 2.7  Event of Default; Notice

          (a)  The Preferred Securities Guarantee Trustee shall, within 90 days
after the occurrence of a default with respect to this Preferred Securities
Guarantee, mail by first class postage prepaid, to all Holders of the Preferred
Securities, notices of all defaults actually known to a Responsible Officer of
the Preferred Securities Guarantee Trustee, unless such defaults have been cured
before the giving of such notice, provided, that, except in the case of default
in the payment of any Guarantee Payment, the Preferred Securities Guarantee
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
and/or Responsible Officers of the Preferred Securities Guarantee Trustee in
good faith determines that the withholding of such notice is in the interests of
the Holders of the Preferred Securities.

          (b)  The Preferred Securities Guarantee Trustee shall not be deemed to
have knowledge of any Event of Default unless the Preferred Securities Guarantee
Trustee shall have received written notice, or a Responsible Officer of the
Preferred Securities Guarantee Trustee shall have obtained actual knowledge, of
such Event of Default.

     SECTION 2.8  Conflicting Interests

     The Indenture shall be deemed to be specifically described in this
Preferred Securities Guarantee for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

                                   ARTICLE III
                          POWERS, DUTIES AND RIGHTS OF
                     PREFERRED SECURITIES GUARANTEE TRUSTEE

     SECTION 3.1  Powers and Duties of the Preferred Securities Guarantee
                  Trustee

          (a)  This Preferred Securities Guarantee shall be held by the
Preferred Securities Guarantee Trustee for the benefit of the Holders of the
Preferred Securities, and the Preferred Securities Guarantee Trustee shall not
transfer this Preferred Securities Guarantee to any Person except a Holder of
Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or
to a Successor Preferred Securities Guarantee Trustee on acceptance by such
Successor Preferred Securities Guarantee Trustee of its appointment to act as
Successor Preferred Securities Guarantee Trustee. The right, title and interest
of the Preferred Securities Guarantee Trustee shall automatically vest in any
Successor Preferred Securities Guarantee Trustee, and such vesting and
succession of title shall be effective whether or not conveyancing documents
have been executed and delivered pursuant to the appointment of such Successor
Preferred Securities Guarantee Trustee.

          (b)  If an Event of Default actually known to a Responsible Officer of
the Preferred Securities Guarantee Trustee has occurred and is continuing, the
Preferred Securities Guarantee Trustee shall enforce this Preferred Securities
Guarantee for the benefit of the Holders of the Preferred Securities. In such
event, any moneys collected shall first be

                                        5



paid to the Preferred Securities Guarantee Trustee for amounts due under Section
8.3 and then to the Holders of the Preferred Securities.

          (c)  The Preferred Securities Guarantee Trustee, before the occurrence
of any Event of Default and after the curing of all Events of Default that may
have occurred, shall undertake to perform only such duties as are specifically
set forth in this Preferred Securities Guarantee, and no implied covenants shall
be read into this Preferred Securities Guarantee against the Preferred
Securities Guarantee Trustee. In case an Event of Default has occurred (that has
not been cured or waived pursuant to Section 2.6) and is actually known to a
Responsible Officer of the Preferred Securities Guarantee Trustee, the Preferred
Securities Guarantee Trustee shall exercise such of the rights and powers vested
in it by this Preferred Securities Guarantee, and use the same degree of care
and skill in its exercise thereof, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

          (d)  No provision of this Preferred Securities Guarantee shall be
construed to relieve the Preferred Securities Guarantee Trustee from liability
for its own negligent action, its own negligent failure to act, its own bad
faith, or its own willful misconduct, except that:

               (i)   prior to the occurrence of any Event of Default and after
     the curing or waiving of all such Events of Default that may have occurred:

                     (A)  the duties and obligations of the Preferred Securities
          Guarantee Trustee shall be determined solely by the express provisions
          of this Preferred Securities Guarantee, and the Preferred Securities
          Guarantee Trustee shall not be liable except for the performance of
          such duties and obligations as are specifically set forth in this
          Preferred Securities Guarantee, and no implied covenants or
          obligations shall be read into this Preferred Securities Guarantee
          against the Preferred Securities Guarantee Trustee; and

                     (B)  in the absence of bad faith on the part of the
          Preferred Securities Guarantee Trustee, the Preferred Securities
          Guarantee Trustee may conclusively rely, as to the truth of the
          statements and the correctness of the opinions expressed therein, upon
          any certificates or opinions furnished to the Preferred Securities
          Guarantee Trustee and conforming to the requirements of this Preferred
          Securities Guarantee; but in the case of any such certificates or
          opinions that by any provision hereof are specifically required to be
          furnished to the Preferred Securities Guarantee Trustee, the Preferred
          Securities Guarantee Trustee shall be under a duty to examine the same
          to determine whether or not they conform to the requirements of this
          Preferred Securities Guarantee (but shall not be required to confirm
          or investigate the accuracy of mathematical calculations or other
          facts stated therein);

               (ii)  the Preferred Securities Guarantee Trustee shall not be
     liable for any error of judgment made in good faith by a Responsible
     Officer of the Preferred Securities Guarantee Trustee, unless it shall be
     proved that the Preferred Securities Guarantee Trustee was negligent in
     ascertaining the pertinent facts upon which such judgment was made;

               (iii) the Preferred Securities Guarantee Trustee shall not be
     liable with respect to any action taken or omitted to be taken by it in
     good faith in accordance with the direction of the Holders of a Majority in
     Liquidation Amount of the Preferred Securities relating to the time, method
     and place of conducting any proceeding for any remedy available to the
     Preferred Securities Guarantee Trustee, or exercising any trust or power
     conferred upon the Preferred Securities Guarantee Trustee under this
     Preferred Securities Guarantee; and

               (iv)  no provision of this Preferred Securities Guarantee shall
     require the Preferred Securities Guarantee Trustee to expend or risk its
     own funds or otherwise incur personal financial liability in the
     performance of any of its duties or in the exercise of any of its rights or
     powers, if the Preferred Securities Guarantee Trustee shall have reasonable
     grounds for believing that the repayment of such funds or liability is not
     reasonably assured to it under the terms of this Preferred Securities
     Guarantee or if indemnity reasonably satisfactory to the Preferred
     Securities Guarantee Trustee against such risk or liability is not
     reasonably assured to it.

                                        6



     SECTION 3.2  Certain Rights of Preferred Securities Guarantee Trustee

         (a)   Subject to the provisions of Section 3.1:

               (i)    the Preferred Securities Guarantee Trustee may
     conclusively rely, and shall be fully protected in acting or refraining
     from acting, upon any resolution, certificate, statement, instrument,
     opinion, report, notice, request, direction, consent, order, bond,
     debenture, note, other evidence of indebtedness or other paper or document
     believed by it to be genuine and to have been signed, sent or presented by
     the proper party or parties;

               (ii)   any direction or act of the Guarantor contemplated by this
     Preferred Securities Guarantee may be sufficiently evidenced by an
     Officer's Certificate;

               (iii)  whenever, in the administration of this Preferred
     Securities Guarantee, the Preferred Securities Guarantee Trustee shall deem
     it desirable that a matter be proved or established before taking,
     suffering or omitting any action hereunder, the Preferred Securities
     Guarantee Trustee (unless other evidence is herein specifically prescribed)
     may, in the absence of negligence or bad faith on its part, request and
     conclusively rely upon an Officer's Certificate which, upon receipt of such
     request, shall be promptly delivered by the Guarantor;

               (iv)   the Preferred Securities Guarantee Trustee shall have no
     duty to see to any recording, filing or registration of any instrument
     (including any financing or any continuation statement or any filing under
     tax or securities laws) or any re-recording, refiling or registration
     thereof;

               (v)    the Preferred Securities Guarantee Trustee may consult
     with counsel of its selection, and the advice or written opinion of such
     counsel with respect to legal matters or advice within the scope of such
     expert's area of expertise shall be full and complete authorization and
     protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in accordance with such advice or opinion. Such
     counsel may be counsel to the Guarantor or any of its Affiliates and may
     include any of its employees. The Preferred Securities Guarantee Trustee
     shall have the right at any time to seek instructions concerning the
     administration of this Preferred Securities Guarantee from any court of
     competent jurisdiction;

               (vi)   the Preferred Securities Guarantee Trustee shall be under
     no obligation to exercise any of the rights or powers vested in it by this
     Preferred Securities Guarantee at the request or direction of any Holder,
     unless such Holder shall have provided to the Preferred Securities
     Guarantee Trustee such security and indemnity, reasonably satisfactory to
     the Preferred Securities Guarantee Trustee, against the reasonable costs,
     expenses (including reasonable attorneys' fees and expenses and the
     reasonable expenses of the Preferred Securities Guarantee Trustee's agents,
     nominees or custodians) and liabilities that might be incurred by it in
     complying with such request or direction, including such reasonable
     advances as may be requested by the Preferred Securities Guarantee Trustee;
     provided that, nothing contained in this Section 3.2(a)(vi) shall be taken
     to relieve the Preferred Securities Guarantee Trustee, upon the occurrence
     of an Event of Default, of its obligation to exercise the rights and powers
     vested in it by the terms of this Preferred Securities Guarantee;

               (vii)  the Preferred Securities Guarantee Trustee shall not be
     bound to make any investigation into the facts or matters stated in any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, direction, consent, order, bond, debenture, note, other evidence
     of indebtedness or other paper or document, but the Preferred Securities
     Guarantee Trustee, in its discretion, may make such further inquiry or
     investigation into such facts or matters as it may see fit;

               (viii) the Preferred Securities Guarantee Trustee may execute any
     of the trusts or powers hereunder or perform any duties hereunder either
     directly or by or through agents, nominees, custodians or attorneys, and
     the Preferred Securities Guarantee Trustee shall not be responsible for any
     misconduct or negligence on the part of any agent or attorney appointed
     with due care by it hereunder;

               (ix)   any action taken by the Preferred Securities Guarantee
     Trustee or its agents hereunder shall bind the Holders of the Preferred
     Securities, and the signature of the Preferred Securities Guarantee Trustee
     or its agents

                                        7



     alone shall be sufficient and effective to perform any such action. No
     third party shall be required to inquire as to the authority of the
     Preferred Securities Guarantee Trustee to so act or as to its compliance
     with any of the terms and provisions of this Preferred Securities
     Guarantee, both of which shall be conclusively evidenced by the Preferred
     Securities Guarantee Trustee's or its agent's taking such action;

               (x)   whenever in the administration of this Preferred Securities
          Guarantee the Preferred Securities Guarantee Trustee shall deem it
          desirable to receive instructions with respect to enforcing any remedy
          or right or taking any other action hereunder, the Preferred
          Securities Guarantee Trustee (A) may request instructions from the
          Holders of a Majority in Liquidation Amount of the Preferred
          Securities, (B) may refrain from enforcing such remedy or right or
          taking such other action until such instructions are received, and (C)
          shall be protected in conclusively relying on or acting in accordance
          with such instructions;

               (xi)  except as otherwise expressly provided by this Preferred
     Securities Guarantee, the Preferred Securities Guarantee Trustee shall not
     be under any obligation to take any action that is discretionary under the
     provisions of this Preferred Securities Agreement; and

               (xii) the Preferred Securities Guarantee Trustee shall not be
     liable for any action taken, suffered, or omitted to be taken by it in good
     faith, without negligence, and reasonably believed by it to be authorized
     or within the discretion or rights or powers conferred upon it by this
     Preferred Securities Guarantee.

               (b)   No provision of this Preferred Securities Guarantee shall
be deemed to impose any duty or obligation on the Preferred Securities Guarantee
Trustee to perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it in any jurisdiction in which it shall be
illegal, or in which the Preferred Securities Guarantee Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Preferred Securities Guarantee
Trustee shall be construed to be a duty.

     SECTION 3.3   Not Responsible for Recitals or Issuance of Preferred
                   Securities Guarantee

     The recitals contained in this Preferred Securities Guarantee shall be
taken as the statements of the Guarantor, and the Preferred Securities Guarantee
Trustee does not assume any responsibility for their correctness. The Preferred
Securities Guarantee Trustee makes no representation as to the validity or
sufficiency of this Preferred Securities Guarantee.

                                   ARTICLE IV
                     PREFERRED SECURITIES GUARANTEE TRUSTEE

     SECTION 4.1   Preferred Securities Guarantee Trustee; Eligibility

               (a)   There shall at all times be a Preferred Securities
Guarantee Trustee which shall:

                     (i)  not be an Affiliate of the Guarantor; and

                     (ii) be a corporation organized and doing business under
     the laws of the United States of America or any State or Territory thereof
     or of the District of Columbia, or a corporation or Person permitted by the
     Securities and Exchange Commission to act as an institutional trustee under
     the Trust Indenture Act, authorized under such laws to exercise corporate
     trust powers, having a combined capital and surplus of at least 50 million
     U.S. dollars ($50,000,000), and subject to supervision or examination by
     Federal, State, Territorial or District of Columbia authority. If such
     corporation publishes reports of condition at least annually, pursuant to
     law or to the requirements of the supervising or examining authority
     referred to above, then, for the purposes of this Section 4.1(a)(ii), the
     combined capital and surplus of such corporation shall be deemed to be its
     combined capital and surplus as set forth in its most recent report of
     condition so published.

                                        8



          (b) If at any time the Preferred Securities Guarantee Trustee shall
cease to be eligible to so act under Section 4.1(a), the Preferred Securities
Guarantee Trustee shall immediately resign in the manner and with the effect set
out in Section 310(b) of the Trust Indenture Act.

          (c) If the Preferred Securities Guarantee Trustee has or shall acquire
any "conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Preferred Securities Guarantee Trustee and Guarantor shall in
all respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

     SECTION 4.2   Appointment, Removal and Resignation of Preferred Securities
                   Guarantee Trustee

          (a) Subject to Section 4.2(b), the Preferred Securities Guarantee
Trustee may be appointed or removed without cause at any time by the Guarantor
except during the occurrence and continuance of an Event of Default.

          (b) The Preferred Securities Guarantee Trustee shall not be removed in
accordance with Section 4.2(a) until a Successor Preferred Securities Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Preferred Securities Guarantee Trustee and
delivered to the Guarantor.

          (c) The Preferred Securities Guarantee Trustee shall hold office until
a Successor Preferred Securities Guarantee Trustee shall have been appointed or
until its removal or resignation. The Preferred Securities Guarantee Trustee may
resign from office (without need for prior or subsequent accounting) by an
instrument in writing executed by the Preferred Securities Guarantee Trustee and
delivered to the Guarantor, which resignation shall not take effect until a
Successor Preferred Securities Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Preferred Securities Guarantee Trustee and delivered to the Guarantor and the
resigning Preferred Securities Guarantee Trustee.

          (d) If no Successor Preferred Securities Guarantee Trustee shall have
been appointed and accepted appointment as provided in this Section 4.2 within
60 days after delivery of an instrument of removal or resignation, the Preferred
Securities Guarantee Trustee resigning or being removed may petition any court
of competent jurisdiction for appointment of a Successor Preferred Securities
Guarantee Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Successor Preferred Securities Guarantee
Trustee.

          (e) No Preferred Securities Guarantee Trustee shall be liable for the
acts or omissions to act of any Successor Preferred Securities Guarantee
Trustee.

          (f) Upon termination of this Preferred Securities Guarantee or removal
or resignation of the Preferred Securities Guarantee Trustee pursuant to this
Section 4.2, the Guarantor shall pay to the Preferred Securities Guarantee
Trustee all amounts due to the Preferred Securities Guarantee Trustee accrued to
the date of such termination, removal or resignation.

                                    ARTICLE V
                                    GUARANTEE

     SECTION 5.1  Guarantee

     The Guarantor irrevocably and unconditionally agrees to pay in full, on a
subordinated basis, to the Holders the Guarantee Payments (without duplication
of amounts theretofore paid by the Issuer), as and when due, regardless of any
defense, right of set-off or counterclaim that the Issuer may have or assert
(other than the defense of payment). The Guarantor's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
the Guarantor to the Holders or by causing the Issuer to pay such amounts to the
Holders. The Guarantor will honor all obligations, if any, relating to the
conversion of the Preferred Securities into securities of the Guarantor as set
forth in the Agreement and the Indenture.

                                        9



     SECTION 5.2  Waiver of Notice and Demand

     The Guarantor hereby waives notice of acceptance of this Preferred
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

     SECTION 5.3  Obligations Not Affected

     The obligations, covenants, agreements and duties of the Guarantor under
this Preferred Securities Guarantee shall in no way be affected or impaired by
reason of the happening from time to time of any of the following:

          (a)  the release or waiver, by operation of law or otherwise, of the
     performance or observance by the Issuer of any express or implied
     agreement, covenant, term or condition relating to the Preferred Securities
     to be performed or observed by the Issuer;

          (b)  the extension of time for the payment by the Issuer of all or any
     portion of the distributions, redemption price, liquidation distribution or
     any other sums payable under the terms of the Preferred Securities or the
     extension of time for the performance of any other obligation under,
     arising out of, or in connection with, the Preferred Securities (other than
     an extension of time for payment of Distributions, Redemption Price,
     Liquidation Distribution or other sum payable that results from the
     extension of any interest payment period on the Debentures permitted by the
     Indenture);

          (c)  any failure, omission, delay or lack of diligence on the part of
     the Holders to enforce, assert or exercise any right, privilege, power or
     remedy conferred on the Holders pursuant to the terms of the Preferred
     Securities, or any action on the part of the Issuer granting indulgence or
     extension of any kind;

          (d)  the voluntary or involuntary liquidation, dissolution, sale of
     any collateral, receivership, insolvency, bankruptcy, assignment for the
     benefit of creditors, reorganization, arrangement, composition or
     readjustment of debt of, or other similar proceedings affecting, the Issuer
     or any of the assets of the Issuer;

          (e)  any invalidity of, or defect or deficiency in, the Preferred
     Securities;

          (f)  the settlement or compromise of any obligation guaranteed hereby
     or hereby incurred; or

          (g)  any other circumstance whatsoever that might otherwise constitute
     a legal or equitable discharge or defense of a guarantor;

it being the intent of this Section 5.3 that the obligations of the Guarantor
with respect to the Guarantee Payments shall be absolute and unconditional under
any and all circumstances.

     There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

     SECTION 5.4  Rights of Holders

          (a)  The Holders of a Majority in Liquidation Amount of the Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Preferred Securities Guarantee
Trustee in respect of this Preferred Securities Guarantee or exercising any
trust or power conferred upon the Preferred Securities Guarantee Trustee under
this Preferred Securities Guarantee.

          (b)  If the Preferred Securities Guarantee Trustee fails to enforce
this Preferred Securities Guarantee, any Holder of Preferred Securities may
institute a legal proceeding directly against the Guarantor to enforce the
rights of such Holder under this Preferred Securities Guarantee, without first
instituting a legal proceeding against the Issuer,

                                       10



the Preferred Securities Guarantee Trustee or any other person or entity. The
Guarantor waives any right or remedy to require that any action be brought first
against the Issuer or any other person or entity before proceeding directly
against the Guarantor.

     Notwithstanding the foregoing, if the Guarantor has failed to make a
required Guarantee Payment, a Holder of Preferred Securities may directly
institute a proceeding against the Guarantor for enforcement of this Preferred
Securities Guarantee for such Guarantee Payment.

     SECTION 5.5  Guarantee of Payment

     This Preferred Securities Guarantee creates a guarantee of payment and not
of collection.

     SECTION 5.6  Subrogation

     The Guarantor shall be subrogated to all (if any) rights of the Holders of
Preferred Securities against the Issuer in respect of any amounts paid to such
Holders by the Guarantor under this Preferred Securities Guarantee; provided,
however, that the Guarantor shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any right that
it may acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Preferred Securities
Guarantee, if, at the time of any such payment, any amounts are due and unpaid
under this Preferred Securities Guarantee. If any amount shall be paid to the
Guarantor in violation of the preceding sentence, the Guarantor agrees to hold
such amount in trust for the Holders and to pay over such amount to the Holders.

     SECTION 5.7  Independent Obligations

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Preferred Securities, and
that the Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Preferred Securities Guarantee
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

     SECTION 6.1  Limitation of Transactions

     So long as any Preferred Securities remain outstanding, the Guarantor shall
not (i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of the Guarantor's
capital stock (which includes common and preferred stock) or (ii) make any
payment of principal, interest or premium, if any, on or repay or repurchase or
redeem any debt securities of the Guarantor (including any Other Debentures)
that rank pari passu with or junior in right of payment to the Debentures or
(iii) make any guarantee payments with respect to any guarantee by the Guarantor
of the debt securities of any subsidiary of the Guarantor (including Other
Guarantees) if such guarantee ranks pari passu or junior in right of payment to
the Debentures (other than (a) dividends or distributions in shares of, or
options, warrants or rights to subscribe for or purchase shares of, common stock
of the Guarantor, (b) any declaration of a dividend in connection with the
implementation of a stockholders' rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto, (c) payments under the Preferred Securities Guarantee, (d) as
a result of a reclassification of the Guarantor's capital stock or the exchange
or the conversion of one class or series of the Guarantor's capital stock for
another class or series of the Guarantor's capital stock, (e) the purchase of
fractional interests in shares of the Guarantor's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, and (f) purchases of common stock related to the
issuance of common stock or rights under any of the Guarantor's benefit plans
for its directors, officers or employees or any of the Guarantor's dividend
reinvestment plans) if at such time (i) there shall have occurred any event of
which the Guarantor has actual knowledge that is, or with the giving of notice
or the lapse of time, or both, would be an Event of Default, (ii) the Guarantor
shall be in default with respect to its payment obligations under this Preferred
Securities Guarantee or (iii) the Guarantor shall have given notice

                                       11



of its election of the exercise of its right to extend the interest payment
period pursuant to Section 4.01(b) of the Indenture and shall not have rescinded
such notice, and any such extension shall have commenced and be continuing.

     SECTION 6.2  Ranking

     This Preferred Securities Guarantee will constitute an unsecured obligation
of the Guarantor and will rank (i) subordinate and junior in right of payment to
all other liabilities of the Guarantor except any liabilities (including the
Other Guarantees, the Common Securities Guarantee and the Other Common
Securities Guarantees) that may be pari passu or junior expressly by their
terms, and (ii) senior to the Guarantor's capital stock now or hereafter issued
by the Guarantor, if any, and with any guarantee now or hereafter entered into
by the Guarantor in respect of any of the Guarantor's capital stock. The
foregoing subordination shall not apply to amounts payable under Article VIII.

                                   ARTICLE VII
                                   TERMINATION

     SECTION 7.1  Termination

     This Preferred Securities Guarantee shall terminate and be of no further
force and effect upon (i) full payment of the Redemption Price of all Preferred
Securities, or (ii) liquidation of the Issuer, the full payment of the amounts
payable in accordance with the Agreement or the distribution of the Debentures
to the Holders of all of the Preferred Securities. Notwithstanding the
foregoing, this Preferred Securities Guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any Holder of Preferred
Securities must restore payment of any sums paid under the Preferred Securities
or under this Preferred Securities Guarantee.

                                  ARTICLE VIII
                  EXCULPATION, INDEMNIFICATION AND COMPENSATION

     SECTION 8.1  Exculpation

          (a)  No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Guarantor or any Covered Person for any loss,
damage, liability, expense or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith in accordance with
this Preferred Securities Guarantee and in a manner that such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Preferred Securities Guarantee or by law, except that
this provision shall not be deemed to modify Section 3.1(d).

          (b)  An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Preferred Securities might properly be paid.

     SECTION 8.2  Indemnification

     The Guarantor agrees to indemnify each Indemnified Person for, and to hold
each Indemnified Person harmless against, any and all loss, liability, damage,
claim or expense incurred without negligence, willful misconduct or bad faith on
its part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the reasonable costs and expenses
(including reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 8.2 shall survive the termination of this
Preferred Securities Guarantee or the resignation or removal of the Preferred
Securities Guarantee Trustee.


                                       12



     SECTION 8.3  Compensation

     The Guarantor agrees:

          (a)  to pay to the Preferred Securities Guarantee Trustee from time to
     time such compensation as shall be agreed in writing between the Company
     and the Preferred Securities Guarantee Trustee for all services rendered by
     it hereunder (which compensation shall not be limited by any provision of
     law in regard to the compensation of a trustee of an express trust); and

          (b)  to reimburse the Preferred Securities Guarantee Trustee upon its
     request for reasonable expenses, disbursements and advances incurred or
     made by the Preferred Securities Guarantee Trustee in accordance with any
     provision of this Preferred Securities Guarantee (including the reasonable
     compensation and the expenses and advances of its agents and counsel),
     except any such expense or advance as may be attributable to its
     negligence, willful misconduct or bad faith.

     The Preferred Securities Guarantee Trustee shall have a claim and lien
prior to the Preferred Securities holders as to all property and funds held by
it hereunder for any amount owing to it or any predecessor Preferred Securities
Guarantee Trustee for fees and expenses pursuant to this Article.

                                   ARTICLE IX
                                  MISCELLANEOUS

     SECTION 9.1  Successors and Assigns

     All guarantees and agreements contained in this Preferred Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Preferred Securities then outstanding.

     Except in connection with any merger or consolidation of the Guarantor with
or into another entity permitted by the Indenture or any sale, transfer or lease
of the Guarantor's assets to another entity permitted by the Indenture, the
Guarantor may not assign its rights or delegate its obligations under this
Preferred Securities Guarantee.

     SECTION 9.2  Amendments

     Except with respect to any changes that do not materially adversely affect
the rights of Holders (in which case no approval of Holders will be required),
this Preferred Securities Guarantee may only be amended with the prior approval
of the Holders of a Majority in Liquidation Amount of the outstanding Preferred
Securities (including the amount payable on redemption, liquidation or
otherwise, plus accumulated and unpaid Distributions to the date upon which the
voting percentages are determined). The provisions of Section 12.2 of the
Agreement with respect to meetings of Holders of the Securities apply to the
giving of such approval.

     SECTION 9.3  Notices

     All notices provided for in this Preferred Securities Guarantee shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by first class mail, as follows:

          (a)  if given to the Issuer, in care of the Administrative Trustee at
     the Issuer's mailing address set forth below (or such other address as the
     Issuer may give notice of to the Holders of the Common Securities):

                                       13



          Radio One Trust [_]
          c/o Radio One, Inc.
          5900 Princess Garden Parkway, 7th Floor
          Lanham, MD 20706
          Attention: Linda J. Eckard Vilardo, Esq.
          Telephone: (301) 429-2646
          Telecopier: (301) 306-9638

          (b)  if given to the Preferred Securities Guarantee Trustee, at the
     Preferred Securities Guarantee Trustee's mailing address set forth below
     (or such other address as the Preferred Securities Guarantee Trustee may
     give notice of to the Holders of the Preferred Securities):

          Wilmington Trust Company
          Rodney Square North, 1100 North Market Street
          Wilmington, DE 19890-0001
          Attention: Corporate Trust Administration
          Telephone: (302) 371-636-6000
          Telecopier: (302) 371-636-4148

          (c)  if given to the Guarantor, at the Guarantor's mailing address set
     forth below (or such other address as the Guarantor may give notice of to
     the Holders of the Preferred Securities):

          Radio One, Inc.
          5900 Princess Garden Parkway, 7th Floor
          Lanham, MD 20706
          Attention: Linda J. Eckard Vilardo, Esq.
          Telephone: (301) 429-2646
          Telecopier: (301) 306-9638

          (d)  if given to any Holder of Preferred Securities, at the address
     set forth on the books and records of the Issuer.

     All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed (with originals to follow by
first-class mail), or mailed by first class mail, postage prepaid except that if
a notice or other document is refused delivery or cannot be delivered because of
a changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.

     SECTION 9.4  Benefit

     This Preferred Securities Guarantee is solely for the benefit of the
Holders of the Preferred Securities and, subject to Section 3.1(a), is not
separately transferable from the Preferred Securities.

     SECTION 9.5  Governing Law

     THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE AND ALL RIGHTS
AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.

     SECTION 9.6  Counterparts

     The parties may sign any number of copies of this Preferred Securities
Guarantee. Each signed copy shall be an original, but all of them together
represent the same agreement. Any signed copy shall be sufficient proof of this
Preferred Securities Guarantee.

                                       14



     THIS PREFERRED SECURITIES GUARANTEE is executed as of the day and year
first above written.


                                   RADIO ONE, INC.,
                                        as Guarantor

                                   By:__________________________________________
                                       Name:
                                       Title:

                                   WILMINGTON TRUST COMPANY,
                                       as Preferred Securities Guarantee Trustee

                                   By:__________________________________________
                                       Name:
                                       Title:




                                       15

EX-4.29

                                                                    EXHIBIT 4.29

                                 RADIO ONE, INC.


                                       AND

                            WILMINGTON TRUST COMPANY,


                                  Warrant Agent


                            -----------------------


                                WARRANT AGREEMENT


                            -----------------------

                          Providing for the Issuance of
                __% [Notes/Debentures] Due 20__ Purchase Warrants

                         Dated as of ____________, 200_




                                WARRANT AGREEMENT

     THIS WARRANT AGREEMENT is entered into as of _______________, 200_, between
Radio One, Inc., a Delaware corporation (the "Company") and Wilmington Trust
Company, a banking corporation incorporated under the laws of Delaware (the
"Agent").

                              W I T N E S S E T H:

     WHEREAS, the Company proposes to issue ____ Warrants (as hereinafter
defined), each Warrant entitling the registered owner thereof to purchase ___%
[Notes/Debentures] Due ______ (as hereinafter defined) of the Company at the
price and upon the terms and conditions herein set forth; and

     WHEREAS, the Company is duly authorized to issue the Warrants as herein
provided; and

     WHEREAS, all things necessary have been done and performed to make the
Warrants when duly authenticated by the Agent and issued as in this Agreement
provided legal and valid and binding upon the Company with the benefits and
subject to the terms of this Agreement.

     NOW, THEREFORE, for good and valuable consideration mutually given and
received, the receipt and sufficiency whereof is hereby acknowledged, it is
hereby agreed and declared as follows:

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.1. DEFINITIONS. Except as otherwise expressly provided or unless
the context otherwise requires, the terms defined in this Section 1.1 shall for
all purposes of this Agreement, have the meanings herein specified, the
following definitions to be equally applicable to both the singular and plural
forms of any of the terms herein defined:

     The term "Agent" shall mean Wilmington Trust Company, a Delaware banking
corporation, or its lawful successors from time to time appointed in accordance
with this Agreement.

     The term "Agreement" shall mean this Warrant Agreement between the Company
and the Agent, as such agreement is originally executed or as it may from time
to time be supplemented, modified or amended as provided herein.

     The term "Business Day" shall mean any day which is not a Saturday or
Sunday or which in Wilmington, Delaware or the City of New York is neither a
legal holiday nor a day on which banking institutions are authorized by law or
regulation to close.

     The term "Company" shall mean Radio One, Inc., a Delaware corporation,
until a successor entity shall have become such pursuant to the applicable
provisions of this Agreement and thereafter the term "Company" shall mean such
successor entity.

     The term "Event of Default" shall mean any event specified as such in
Section 6.1 hereof. An Event of Default shall "exist" if an Event of Default
shall have occurred and be continuing.

     The term "Exercise Date" shall mean each date during the Exercise Period on
which [Notes/Debentures] are purchased by a Registered Owner through the
exercise of all or a portion of its Warrants.

     The term "Exercise Form" shall mean the form designated Exercise Form
attached as Annex II to each Warrant.

     The term "Exercise Period" shall mean the period commencing at 9:00 A.M.
(time) on _____________, 200_ and ending at 4:00 P.M. (___________ time) on
_____________, _____.


                                       1



     The term "Exercise Price" shall have the meaning accorded such term in
Section 2.1 of this Agreement.

     The term "Indenture" shall mean that certain Indenture dated as of
___________, 200_ between the Company and ___________, as trustee, as such
Indenture was originally executed or as it may from time to time be
supplemented, modified or amended in accordance with the terms thereof.

     The term "[Notes/Debentures]" means any or all, as the case may be, of the
Company's ___% [Notes/Debentures] Due ___________, authenticated and delivered
as provided in the Indenture.

     The term "Notice of Intent to Exercise" shall have the meaning accorded
thereto in Section 4.1 of this Agreement. The form of Notice of Intent to
Exercise is attached as Annex I to each Warrant.

     The term "Outstanding" when used with reference to the Warrants shall mean,
as of the date of determination, all Warrants theretofore authenticated and
delivered under this Agreement, except:

         (a) Warrants theretofore canceled by the Agent or delivered to the
Agent for cancellation and

         (b) Warrants in exchange for or in lieu of which other Warrants shall
have been authenticated and delivered under this Agreement.

     The term "Person" shall mean an individual, a corporation, a partnership, a
joint venture, an association, a joint stock company, a trust, an unincorporated
organization, or a government or any agency, authority or political subdivision
thereof.

     The term "Register" shall mean the books for the registration and transfer
of Warrants which books are kept by the Agent pursuant to Section 3.1 hereof.

     The term "Time of Expiry" means 4:00 p.m., _________ time, on ____________,
20___.

     The term "Warrantholders" or "Registered Owners" means the persons from
time to time who are Registered Owners of the Warrants.

     The term "Warrantholders' Request" means an instrument signed in one or
more counterparts by the Warrantholders entitled to purchase in the aggregate
not less than a majority of the aggregate principal amount of [Notes/Debentures]
which could be purchased pursuant to all Warrants then Outstanding requesting
the Agent to take some action or proceeding specified therein.

     The term "Warrants" means the ___% [Notes/Debentures] Due 200__ Purchase
Warrants issued hereunder pursuant to which Warrantholders have the right to
purchase [Notes/Debentures] on the terms and conditions herein set forth.

     The term "Written Order of the Company" and "Written Consent of the
Company" mean, respectively, a written order or consent signed in the name of
the Company by any one of its officers and may consist of one or more
instruments so executed.

                                   ARTICLE II
                              ISSUANCE OF WARRANTS

     SECTION 2.1. ISSUANCE AND TERMS OF WARRANTS. The issuance of Warrants
entitling the Registered Owners thereof to purchase up to an aggregate of not
more than [U.S. $/Specified Currency]_______ in principal amount of the
[Notes/Debentures] is hereby authorized. The Warrants are hereby designated as
the "[Notes/Debentures] Due 20__ Purchase Warrants." The Warrants shall be
delivered by the Company to the Agent to be authenticated by the Agent and
delivered in accordance with the Written Order of the Company. The Warrants
shall be dated ________, 20__ and shall be issuable in fully registered form and
in denominations that permit the purchase upon exercise of [U.S. $/Specified
Currency] _______ principal amount of [Notes/Debentures] and any integral
multiples thereof.


                                       2



     The Warrants shall be exercisable on any Business Day during the Exercise
Period. Each Warrant in the denomination of [U.S. $/Specified Currency] shall
entitle the Registered Owner thereof to exercise such Warrant in accordance with
and pursuant to the terms thereof for the purchase of a [Note/Debenture] in the
principal amount of [U.S. $/Specified Currency] at par plus interest accrued
thereon from _______________, _______, _____ to but not including, the Exercise
Date (the "Exercise Price").

     SECTION 2.2. FORM OF WARRANTS. The Warrants shall be in substantially the
form set out in this Section 2.2, with such additional provisions, omissions,
variations or substitutions as are not inconsistent with the provisions of this
Agreement. The Warrants may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistent herewith, be determined by the officer executing such Warrants as
evidenced by such officer's execution thereof.

                                 FORM OF WARRANT

     Number R-W-___ _____ Warrant(s) Representing Right to Purchase Up to [U.S.
$/Specified Currency] ________ in Aggregate Principal Amount of ___%
[Notes/Debentures] Due _______________.

     This Warrant expires at 4:00 p.m. (_______ time) on [________, _________]
and thereafter will be void and of no value. Notice of the holder's intent to
exercise this Warrant must be given to Wilmington Trust Company, as Agent not
later than 4:00 P.M. (________ time) [____________, _____].

                                 RADIO ONE, INC.

                        [NOTE/DEBENTURE] PURCHASE WARRANT

     THIS CERTIFIES THAT, for value received, ____________, the Registered Owner
hereof (herein sometimes called the "Warrantholder") is entitled, upon and
subject to the terms and conditions set forth herein and in the Warrant
Agreement (the "Warrant Agreement") dated as of ___________, ____, ____ between
Radio One, Inc. (the "Company") and Wilmington Trust Company, as Agent, (the
"Agent"), to purchase at par plus interest accrued thereon, if any, at any time
from 9:00 A.M. (___________ time) [____________, _____] to 4:00 P.M. (________
time) [________________, _____], inclusive (each such date being referred to as
an "Exercise Date") up to [U.S. $/Specified Currency] ___________ in aggregate
principal amount of ___% [Notes/Debentures] Due 20__ (the "[Notes/Debentures]")
of the Company, by providing written notice to the Agent of the Warrantholder's
intention to exercise its right to purchase provided for herein specifying the
number of Warrants which the Warrantholder wishes to exercise, such notice to be
provided in the notice form annexed hereto as Annex II not earlier than 9:00
A.M. (________ time)on [_________________, ____] and not later than 4:00 P.M.
(___________ time) [____________, ___], and by surrendering to the Agent at its
principal office in Wilmington, Delaware, on any Exercise Date, this Warrant,
with the Exercise Form on which this Warrant is exercised, the
[Notes/Debentures] will be delivered as described below against payment therefor
in [U.S. Federal Reserve or other United States/Specified Currency] funds
current and immediately available to the Agent at the amount designated in the
Warrant Agreement, in each case in an amount equal to the purchase price of the
[Notes/Debentures] so purchased pursuant to the exercise of this Warrant.

     This Warrant is one of a duly authorized issue of warrants issued under the
provisions of the Warrant Agreement. Reference is hereby made for particulars of
the rights of the Warrantholders and of the Company in respect thereof and the
terms and conditions upon which the Warrants are issue and held, all to the sole
effect as if the provisions of the Warrant Agreement were herein set forth, to
all of which the Warrantholder by acceptance hereof assents. The Company will
furnish to the Warrantholder, upon written request and without charge, a copy of
the Warrant Agreement. All capitalized terms not otherwise defined herein, shall
have the meanings ascribed thereto in the Warrant Agreement.

     The [Notes/Debentures] purchased pursuant to the exercise of this Warrant
will be mailed by certified mail return receipt requested to the person
specified in the Exercise Form annexed hereto at its address specified therein
or, if so specified in the Exercise Form, delivered to such person or its agent
at the principal office of the Agent in ______________ on the Exercise Date. If
[Notes/ Debentures] are purchased in an aggregate principal amount which is less
than the total principal amount of the [Note/Debentures] that can be purchased
pursuant to this Warrant, the


                                       3



Warrantholder hereof will be entitled to receive
without charge a new Warrant in respect of the balance of the principal amounts
of [Notes/Debentures] which the Registered Owner hereof was entitled to purchase
under the surrendered Warrant and which were not then purchased.

     On presentation at the principal office of the Agent in Wilmington,
Delaware, subject to the provisions of the Warrant Agreement, one or more
Warrants may be exchanged for one or more Warrants entitling the Warrantholder
to purchase an equal aggregate principal amount of [Notes/Debentures] as may be
purchased under the Warrant or Warrants so exchanged. Nothing contained in this
Warrant, the Warrant Agreement or elsewhere shall be construed as conferring
upon the Warrantholder hereof any right or interest whatsoever as an owner of
[Notes/Debentures] or any other right or interest in respect thereof except as
herein and in the Warrant Agreement expressly provided.

     This Warrant is registered on the books of the Company and is transferable
only in accordance with the provisions of the Warrant Agreement by surrender
thereof at the principal office of the Agent duly endorsed or accompanied by a
written instrument of transfer duly executed by the Registered Owner of this
Warrant or its attorney duly authorized in writing all in accordance with the
terms and provisions of the Warrant Agreement.

     This Warrant and the Warrant Agreement are governed by and construed in
accordance with the laws of [Delaware].

     IN WITNESS WHEREOF the Company has caused this Warrant to be duly executed
as of _________________, ___.


                                    RADIO ONE, INC.

                                    By
                                      ------------------------------------------

                          Certificate of Authentication

This is one of the Warrants described
in the within-mentioned Warrant Agreement

WILMINGTON TRUST COMPANY, as Agent

By______________________________________
         Authorized Officer


                                       4





                     ANNEX I - NOTICE OF INTENT TO EXERCISE

     TO:      WILMINGTON TRUST COMPANY

     The undersigned Warrantholder of _____ Warrants evidenced by Warrant Number
____ (the "Warrant") hereby notifies you pursuant to Section 4.1 of the Warrant
Agreement dated as of __________ , ____ (the "Warrant Agreement") between Radio
One, Inc. (the "Company") and Wilmington Trust Company, as Agent, of the
undersigned's intention to exercise _______ of such Warrants on ____________,
____ (the "Exercise Date") to purchase [U.S. $/Specified Currency]
________________ in aggregate principal amount of the Company's ___%
[Notes/Debentures] Due __________________ (the "[Notes/Debentures]") at par plus
interest accrued, if any, from and after [___________, _____]. The purchase
price shall be a total of [U.S. $/Specified Currency] __________ representing
[U.S. $/Specified Currency] _______ in principal and [U.S. $/Specified Currency]
in accrued interest.

     The Warrant with the Exercise Form duly completed shall be delivered to the
Agent at its principal office in Wilmington, Delaware. Payment of the purchase
price of the [Notes/Debentures] shall be made in [U.S. Federal Reserve or other
United States/Specified Currency funds] immediately available at the principal
office of the Agent on the Exercise Date. The undersigned shall direct such
[Notes/Debentures] be registered and delivered in the name(s) and the amount(s)
set forth opposite the undersigned's name on Annex II to the Warrant.

     DATED this _____ day of ____________, ____.

                                     [NAME OF WARRANTHOLDER]

                                     By
                                       -----------------------------------------

                            ANNEX II - EXERCISE FORM

     TO:      WILMINGTON TRUST COMPANY

     The undersigned Warrantholder of ______ Warrants evidenced by the Warrant
attached hereto hereby exercises on _____________, ____ (the "Exercise Date")
Warrants to purchase [U.S. $/Specified Currency] _______ in aggregate principal
amount of Radio One Inc.'s ___% [Notes/Debentures] Due ____________ (the
"[Notes/ Debentures]") at par plus $______ in accrued interest on the
[Notes/Debentures] from [_________________, ___], and agrees to transfer on the
Exercise Date in [U.S. $/Specified Currency] funds immediately available to the
Agent (at [account]) such purchase price of the [Notes/Debentures] all in
accordance with the terms and conditions of the Warrant Agreement dated as of
____________, ____ (the "Warrant Agreement") between Radio One, Inc. and
Wilmington Trust Company, as Agent. The undersigned hereby irrevocably directs
that such [Notes/Debentures] be registered and delivered in accordance with the
directions set forth herein.

     The undersigned acknowledges that all taxes or other governmental charges
payable upon the registration and delivery of such [Notes/Debentures] (other
than in connection with each original issue and sale of the [Notes/Debentures]),
including any transfer taxes payable if the [Notes/Debentures] are to be
registered in the name of a person or persons other than the undersigned
Warrantholder, must be paid by the undersigned.

     DATED this _________ day of _____________, ___.

                                     [NAME OF WARRANTHOLDER]

                                     By
                                       -----------------------------------------

              |_| Please check box if [Notes/Debentures] are to be delivered at
              the offices of _________________________________ on the Exercise
              Date, failing which the [Notes/Debentures] will be mailed by
              certified mail return receipt requested.


                                       5



     Unless the foregoing box is checked, the [Notes/Debentures] shall be
delivered to the Warrantholder at its address set forth in the Register.

     SECTION 2.3. WARRANTS MUTILATED, LOST, DESTROYED OR STOLEN WARRANTS. If (i)
any mutilated Warrant is surrendered to the Agent, or the Company and the Agent
receive evidence to their satisfaction of the destruction, loss or theft of any
Warrant and (ii) there is delivered to the Company and the Agent such security
or indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Company or the Agent that such Warrant has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Agent shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Warrant, a new Warrant of the same
principal amount, bearing a number not contemporaneously Outstanding.

     Upon the issuance of any new Warrant under this Section 2.3, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith.

     Every new Warrant issued pursuant to this Section 2.3 in lieu of any
destroyed, lost or stolen Warrant shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Warrant shall be at any time enforceable by anyone, and shall be entitled
to all the security and benefits of this Agreement equally and ratably with all
other Outstanding Warrants.

     The provisions of this Section 2.3 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Warrants.

     SECTION 2.4. WARRANTHOLDER NOT A REGISTERED OWNER OF THE
[NOTES/DEBENTURES]. The ownership of a Warrant shall not constitute the
Registered Owner thereof an owner of any of the [Notes/Debentures] nor entitle
the Registered Owner to any right or interest in respect thereof except upon the
exercise and surrender of its Warrants and the payment of the purchase price of
the [Notes/Debentures] in accordance with and pursuant to the terms herein
provided.

     SECTION 2.5. WARRANTS TO RANK PARI PASSU. All Warrants shall rank pari
passu with each other.

     SECTION 2.6. EXECUTION OF WARRANTS. The Warrants shall be signed in the
name and on behalf of the Company by one of its officers. The signature of the
officer executing the Warrants may be manual or facsimile. In case any officer
of the Company who shall have signed any of the Warrants (manually or in
facsimile) shall cease to be such officer before the Warrants so signed shall
have been authenticated and delivered by the Agent, such Warrants nevertheless
may be authenticated and delivered as though the Person who signed such Warrants
had not ceased to be such officer of the Company. Also, any Warrant may be
signed on behalf of the Company by such Persons as on the actual date of
execution of such Warrant shall be the proper officers of the Company, although
at the date of the execution of this Agreement any such Person was not such
officer.

     Only such of the Warrants as shall bear thereon a certificate of
authentication in substantially the form set forth in Section 2.2 hereof,
executed by the Agent, shall be entitled to the benefits of this Agreement or be
valid or obligatory for any purpose.

     SECTION 2.7. PURCHASE OF WARRANTS BY THE COMPANY. The Company may purchase
in the market, by private contracts or otherwise all or any portion of the
Warrants on such terms as the Company may determine.

                                   ARTICLE III
                      EXCHANGE OF WARRANTS; REGISTRATION OF
                 TRANSFER OF WARRANTS; NOTICE TO WARRANTHOLDERS

     SECTION 3.1. REGISTER. The Agent, as agent of the Company, shall maintain,
at its principal office in Wilmington, Delaware, the Register in which, subject
to such reasonable regulations as it and the Company may prescribe, it shall
provide for the registration of the Warrants and the transfer of Warrants as in
this Agreement provided.


                                       6



The Register shall be in written form or in any other form capable of being
converted into written form within a reasonable time. The Registered Owners of
the Warrants shall present directly to the Agent all requests for (a)
registration of transfer of Warrants, (b) exchange of Warrants for new Warrants
in authorized denominations and (c) replacement of Warrants in the case of
mutilation, destruction, loss or theft.

     Upon the Company's request, the Agent shall furnish the Company with a list
of names and addresses of the Registered Owners showing the number of such
Warrants held by each Registered Owner.

     SECTION 3.2. EXCHANGE OF WARRANTS. Warrants entitling the Registered Owner
to purchase any specified principal amount of [Notes/Debentures] may, upon
compliance with the reasonable requirements of the Agent, be exchanged for
Warrants entitling the Registered Owner thereof to purchase an equal aggregate
principal amount of [Notes/ Debentures].

     Warrants may be exchanged only at the principal office of the Agent in
Wilmington, Delaware, or at any other place that is designated by the Company.
Any Warrants tendered for exchange shall be surrendered to the Agent and
canceled. The Company shall execute all Warrants necessary to carry out
exchanges as aforesaid and such Warrants shall be authenticated by the Agent.

     SECTION 3.3. CHARGES FOR EXCHANGE. For each Warrant exchanged or
transferred, the Agent, except as otherwise herein provided, shall, if required
by the Company, charge a reasonable sum for each new Warrant issued; and payment
of such charges and reimbursement of the Agent or the Company for any taxes or
governmental or other charges required to be paid shall be made by the party
requesting such exchange, as a condition precedent thereto.

     SECTION 3.4. REGISTRATION OF TRANSFER; RESTRICTIONS ON TRANSFERS. No
transfer of a Warrant shall be valid unless made at the principal offices of the
Agent in Wilmington, Delaware, or at any other place that is designated by the
Company as an office for registration of transfer by the Registered Owner or
such Registered Owner's executors, administrators or other legal representatives
or attorney duly appointed by an instrument in writing in form and execution
satisfactory to the Agent and upon compliance with such reasonable requirements
as the Agent and the Company may prescribe. Any Warrants tendered for
registration of transfer shall be surrendered to the Agent.

     SECTION 3.5. NOTICE TO WARRANTHOLDERS. Unless herein otherwise expressly
provided, any notice to be given hereunder to Warrantholders shall be deemed to
be validly given if such notice is mailed to the last addresses of the
Warrantholders appearing on the Register. Any notice so given shall be deemed to
have been given on the day on which it has been mailed. In determining under any
provision hereof the date when notice of any meeting or other event must be
given, the date of giving notice shall be included and the date of the meeting
or other event shall be excluded.

                                   ARTICLE IV
                              EXERCISE OF WARRANTS

     SECTION 4.1. METHOD OF EXERCISE OF WARRANTS. The Registered Owner of any
Warrant may exercise the right thereby to purchase [Notes/Debentures] by
surrendering to the Agent on any Business Day during the Exercise Period at the
principal office of the Agent in Wilmington, Delaware, or at any other place or
places that may be designated by the Company:

         (a) at least 3 Business Days prior to the exercise of its Warrants, a
     completed and executed Notice of Intent to Exercise in the form thereof set
     forth in Annex I to each Warrant (a "Notice of Intent to Exercise");

         (b) on the Exercise Date, a duly completed and executed Exercise Form
     in the form thereof set forth in Annex II to each Warrant;

         (c) on the Exercise Date, its Warrant or Warrants which it is
     exercising; and

         (d) on the Exercise Date, the Exercise Price in funds immediately
     available to the Company.


                                       7



     The items described in the foregoing clauses (a) and (b) shall be deemed
received when an actual copy or a facsimile thereof is received by the Agent.
Each Warrant shall be deemed to be surrendered only upon personal delivery
thereof to or, if sent by mail or other means of transmission, upon receipt
thereof by, the Agent at the office specified in this Section 4.1. Each Warrant
shall be deemed exercised as of the first Business Day on which all of the
foregoing conditions are satisfied with respect to such Warrant. The first day
on which the Warrants may be exercised is ________________, ____________, ___.
The Company acknowledges that the Registered Owners of the Warrants are not
required under any circumstances to take any other actions in order to exercise
their Warrants.

     SECTION 4.2. EFFECT OF EXERCISE OF WARRANTS. Upon surrender and payment of
the Exercise Price by the Registered Owner of any Warrant in accordance with
Section 4.1, the [Notes/Debentures] so purchased shall be deemed to have been
issued and the person or persons to whom such [Notes/Debentures] are to be
issued shall be deemed to have become the Registered Owner or owners of such
[Notes/ Debentures] on the [Exercise Date].

     After the due exercise of a Warrant as aforesaid, the Company shall
forthwith cause to be delivered to the person to whom the [Notes/Debentures] so
purchased are to be issued at the address specified in such form or, if so
specified in such purchase form, cause to be delivered to such person at the
office where such Warrant was surrendered, a [Note/Debenture] or
[Notes/Debentures] in the form or forms and in the denominations requested and
for the appropriate principal amount of [Notes/Debentures] not exceeding the
principal amount which the Warrantholder is entitled to purchase pursuant to the
Warrant surrendered.

     SECTION 4.3. PARTIAL EXERCISE OF WARRANTS. Subject to the issuance of
[Notes/Debentures] in authorized denominations only, the Registered Owner of any
Warrant may purchase [Notes/Debentures] in a principal amount less than that
which such Registered Owner is entitled to purchase pursuant to the surrendered
Warrant. In the event of any purchase of a principal amount of
[Notes/Debentures] less than the principal amount which can be purchased
pursuant to a Warrant, the Registered Owner thereof upon exercise thereof prior
to the Time of Expiry shall, in addition, be entitled to receive forthwith a new
Warrant in respect of the balance of the principal amount of [Notes/Debentures]
which such Registered Owner was entitled to purchase pursuant to the surrendered
Warrant and which were not then exercised. The Company shall not be responsible
for any taxes which may be payable in connection with the issuance of such new
Warrant.

     SECTION 4.4. EXPIRATION OF WARRANTS. After the Time of Expiry, all rights
under any Warrant in respect of which the right of purchase herein and therein
provided for shall not theretofore have been exercised pursuant to Section 4.1
shall cease and terminate and such Warrant shall become void and of no effect
and all rights of the Registered Owner thereof under this Warrant Agreement
shall cease and terminate as of such termination; provided that such Registered
Owner's rights under this Warrant Agreement with respect to actions occurring
prior to such termination shall remain in full force. After the Time of Expiry,
each Registered Owner of any Warrants shall return any unexercised Warrants to
the Agent for cancelation in accordance with Section 4.5 of this Agreement.

     SECTION 4.5. CANCELATION OF SURRENDERED WARRANTS. All Warrants surrendered
to the Agent pursuant to Sections 2.3, 3.2, 3.4 or 4.1 shall forthwith be
canceled by the Agent. All Warrants canceled or required to be canceled under
this or any other provision of this Agreement may be destroyed by or under the
direction of the Agent and the Agent shall furnish the Company with a
destruction certificate identifying the Warrants so destroyed and the principal
amount of [Notes/Debentures] which could have been purchased pursuant to each.

     SECTION 4.6. ACCOUNTING AND RECORDING. The Agent shall forthwith account
and remit to the Company with respect to Warrants exercised and immediately
forward to the Company (or into an account or accounts of the Company with the
bank or trust company designated by the Company for that purpose) all monies
received by the Agent on the purchase of [Notes/Debentures] through the exercise
of Warrants. All such monies, and any [Notes/Debentures] or other instruments,
from time to time received by the Agent shall be received in trust for, and
shall be segregated and kept apart by the Agent in trust for, the Company.

     The Agent shall record the particulars of the Warrants exercised which
shall include the names and addresses of the persons who become Registered
Owners of [Notes/Debentures] on exercise, the Exercise Date, the Exercise Price


                                       8



and the number of [Notes/Debentures] reserved for that purpose by the Company.
The Agent shall provide such particulars in writing to the Company.

                                    ARTICLE V
                                    COVENANTS

     SECTION 5.1. ISSUANCE OF [Notes/Debentures]. The Company covenants that so
long as any Warrants remain Outstanding it will cause the [Notes/Debentures]
from time to time paid for pursuant to the Warrants in the manner herein
provided to be duly issued and delivered in accordance with the Warrants and the
terms hereof.

     SECTION 5.2. CORPORATE EXISTENCE OF THE COMPANY; CONSOLIDATION, MERGER,
SALE OR TRANSFER. The Company covenants that so long as any of the Warrants are
Outstanding, it will maintain its existence, will not dissolve, sell or
otherwise dispose of all or substantially all of its assets and will not
consolidate with or merge into another entity or permit one or more other
entities to consolidate with or merge into it; provided that the Company may,
without violating the covenants in this Section 5.2 contained, consolidate with
or merge into another entity or permit one or more other entities to consolidate
with or merge into it, or sell or otherwise transfer to another entity all or
substantially all of its assets as an entirety and thereafter dissolve, if the
surviving , resulting or transferee entity, as the case may be, (i) shall be
formed and existing under the laws of one of the States of the United States of
America, (ii) assumes, if such entity is not the Company, all of the obligations
of the Company hereunder and (iii) is not, after such transaction, otherwise in
default under any provisions hereof.

     SECTION 5.3. MAINTENANCE OF OFFICES OR AGENCIES FOR TRANSFER, REGISTRATION,
EXCHANGE OF WARRANTS. So long as any of the Warrants shall remain Outstanding,
the Company covenants that it will maintain an office or agency in Wilmington,
Delaware, where the Warrants may be presented for registration, exchange and
transfer as in this Agreement provided, and where notices and demands to or upon
the Company in respect of the Warrants or of this Agreement may be served, and
where the Warrants may be presented for exchange for [Notes/Debentures] as
provided herein.

     SECTION 5.4. APPOINTMENT TO FILL A VACANCY IN THE OFFICE OF AGENT. The
Company, whenever necessary to void or fill a vacancy in the office of Agent,
covenants that it will appoint, in the manner provided in Section 9.4 hereof, an
Agent, so that there shall at all times be a Agent with respect to the
Outstanding Warrants.

                                   ARTICLE VI
                           EVENTS OF DEFAULT; REMEDIES

     SECTION 6.1 EVENTS OF DEFAULT. The term "Event of Default" whenever used
herein with respect to any Warrant shall mean any one of the following events:

         (a) Failure by the Company to deliver the [Notes/Debentures] in
     exchange for the Warrants in accordance with the provisions of this
     Agreement; or

         (b) failure on the part of the Company to observe or perform in any
     material respect any of the covenants or agreements on its part in the
     Warrants or in this Agreement specifically contained for the benefit of the
     Warrantholders, for a period of 90 days after there has been given, by
     registered or certified mail, to the Company by the Agent, or to the
     Company and the Agent by the Registered Owners of not less than 25% in
     principal amount of the Warrants at the time Outstanding under this
     Agreement a written notice specifying such failure and stating that such is
     a "Notice of Default" hereunder.

     SECTION 6.2. SUITS BY WARRANTHOLDERS. All or any of the rights conferred
upon the Registered Owner of any Warrant by the terms of such Warrant and/or
this Agreement may be enforced by the Registered Owner of such Warrants by
appropriate legal proceedings.


                                       9



     SECTION 6.3. REMEDIES NOT WAIVED; ENFORCEMENT EXPENSE. No delay or failure
on the part of the Registered Owners of Warrants or the Agent to exercise any
right shall operate as a waiver of such right or otherwise prejudice such
Registered Owner's or Agent's, as the case may be, rights, powers and remedies.
The Company agrees to pay all costs, expenses and fees, including all reasonable
attorneys' fees, which may be incurred by a Registered Owner in enforcing or
attempting to enforce its rights thereunder and hereunder following the
occurrence and during the continuance of any Event of Default hereunder, whether
the same shall be enforced by suit or otherwise.

     SECTION 6.4. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF COMPANY
AND EXEMPT FORM INDIVIDUAL LIABILITY. No recourse under or upon any obligation,
covenant or agreement of this Agreement, or of any Warrant, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company, either directly or though the Company, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Agreement and the Warrants issued hereunder are solely corporate obligations,
and that no personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors, as such, of
the Company because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this
Agreement or in any of the Warrants or implied therefrom; and that any and all
such personal liability of every name and nature, either at common law or in
equity or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director, as such,
because of the creation of the obligations hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Agreement
or in any of the Warrants or implied thereform are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Agreement and the issuance of such Warrants.

                                   ARTICLE VII
                      AMENDMENTS; MEETING OF WARRANTHOLDERS

     SECTION 7.1. AMENDMENTS WITHOUT CONSENT OF REGISTERED OWNERS OF WARRANTS.
This Agreement and the terms and conditions of the Warrants may be amended by
the Company and the Agent, without the consent of any Registered Owner of
Warrants for any of the following purposes:

         (a) to add to the covenants of the Company for the benefit of the
     Registered Owners of Warrants,

         (b)  to surrender any right or power conferred upon the Company,

         (c) to cure any ambiguity or correcting or supplementing any provision
     contained herein or in the Warrants which may be defective or inconsistent
     with any other provisions contained herein or in the Warrants,

         (d) if deemed appropriate by the Company or required by law, to
     evidence the permitted succession of another corporation to the Company and
     the assumption by such successor of the covenants and obligations of the
     Company herein and in the Warrants; or

         (e) to make such other provisions in regard to matters or questions
     arising under this Agreement or the Warrants which shall not adversely
     affect the interests of the Registered Owners of the Warrants in any
     material respect.

     SECTION 7.2. AMENDMENTS WITH CONSENT OF REGISTERED OWNERS OF WARRANTS. This
Agreement, the terms and conditions of the Warrants and the covenants contained
in either may also be modified or amended by the Company and the Agent and past
defaults thereunder or future compliance therewith by the Company may be waived
either with the written consent of the Registered Owners of not less than a
majority in aggregate principal amount of the [Notes/Debentures] at the time
outstanding, or by the adoption, at a meeting duly convened and held in
accordance with the provisions of Section 8.04 at which the Registered Owners of
at least 25% of the aggregate principal amount of the [Notes/Debentures] at the
time outstanding are present or represented, of a resolution by the Registered
Owners of not less than 75% in aggregate principal amount of the Outstanding
Warrants present or


                                       10



represented at the meeting; provided that no such modification, amendment or
waiver may, without the consent or affirmative vote of the Registered Owner of
each Warrant affected thereby:

         (a) waive a default in the failure to deliver [Notes/Debentures] in
     exchange for Warrants pursuant to Section 4.1 hereof or change the Exercise
     Dates or the Expiry Date with respect to any Warrant, or change the coin or
     currency in which any Warrant is exercisable for [Notes/Debentures] or
     impair the right to institute suit for the enforcement of any rights of any
     Registered Owner of a Warrant; or

         (b) reduce the percentage in principal amount of the Outstanding
     Warrants, the consent of which Registered Owners is required for any
     modification or amendment to this Agreement or to the terms and conditions
     of or covenants contained in this Agreement or in the Warrants or for any
     waiver of compliance therewith; or

         (c) modify any of the provisions of this Section 7.2 except to provide
     that certain other provisions of this Agreement or the terms and conditions
     of the Warrants cannot be modified, amended or waived without the consent
     of the Registered Owner of each Outstanding Warrant affected thereby.

     It shall not be necessary for the Registered Owners of Warrants to approve
the particular form of any proposed amendment, but it shall be sufficient if
they approve the substance thereof.

     SECTION 7.3. BINDING NATURE OF AMENDMENTS; NOTICE. Any modifications,
amendments or waivers to this Agreement or to the terms and conditions of the
Warrants in accordance with the provisions hereof will be conclusive and binding
on all Registered Owners of Warrants, whether or not they have given such
consent, whether or not notation of such modifications, amendments or waivers is
made upon the Warrants, and on all future Registered Owners of Warrants.

     Promptly after the execution of any amendment to this Agreement or the
implementation of any modification or amendment of the terms and conditions of
the Warrants, notice of such amendment or modification shall be given by the
Company or by the Agent, on behalf of and at the instruction of the Company, to
the Registered Owners by mail at such owner's address as it appears on the
Register. The failure to give such notice on a timely basis shall not invalidate
such amendment or modification, but such notice shall be given as soon as
practicable upon discovering such failure or upon any impediment to the giving
of such notice being overcome.

                                  ARTICLE VIII
                                    MEETINGS

     SECTION 8.1. MEETINGS OF REGISTERED OWNERS OF WARRANTS. A meeting of
Registered Owners of Warrants may be called at any time and from time to time to
make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement or the Warrants to be
made, given or taken by Registered Owners of Warrants.

     The Agent may at any time call a meeting of Registered Owners of Warrants
for any purpose specified herein to be held at such time and at such place in
______ or __________ as the Agent shall determine. Notice of every meeting of
Registered Owners of Warrants, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, by mail to each registered Owner at its address as it appears on
the Register, not less than 21 nor more than [45] days prior to the date fixed
for the meeting. In case at any time the Company or the Registered Owners of at
least 25% in aggregate principal amount of the Outstanding Warrants shall have
requested the Agent to call a meeting of the Registered Owners of Warrants for
any purpose, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Agent shall not have mailed notice
of such meeting within 14 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Registered Owners of Warrants in the amount previously specified,
as the case may be, may determine the time and the place in _______ or for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided herein.


                                       11



     To be entitled to vote at any meeting of Registered Owners of Warrants, a
Person shall be a registered Owner of Outstanding Warrants. The Persons entitled
to vote a majority in aggregate principal amount of the Outstanding Warrants
shall constitute a quorum. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall, if convened at the
request of the Registered Owners of Warrants, be dissolved. In any other case
the meeting may be adjourned for a period of not less than 5 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 5 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
this Section 8.1 with respect to an original meeting, except that such notice
need be given only once not less than 3 days prior to the date on which the
meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned
meeting shall state expressly the percentage of the principal amount of the
Outstanding Warrants which shall constitute a quorum.

     Subject to the foregoing, at the reconvening of any meeting adjourned for a
lack of a quorum the persons entitled to vote 25% in aggregate principal amount
of the Outstanding Warrants shall constitute a quorum for the taking of any
action set forth in the notice of the original meeting. Any meeting of
Registered Owners of Warrants at which a quorum is present may

     be adjourned from time to time by a vote as hereinafter provided in this
Section 8.1, and the meeting may be held as so adjourned without further notice.
At a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid, any resolution and all matters shall be effectively passed
or decided if passed or decided by persons entitled to vote the lesser of (a) a
majority in aggregate principal amount of Outstanding Warrants or (b) 75% in
aggregate principal amount of Outstanding Warrants represented and voting at
such meeting.

     The Agent may make such reasonable regulations as it may deem advisable for
any meeting of Registered Owners of Warrants in regard to proof of the holding
of Warrants and such other matters concerning the conduct of the meeting as it
shall deem appropriate. The Agent shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or Registered Owners of Warrants as provided herein, in which case
the Company or the Registered Owners calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and
permanent secretary of the meeting shall be elected by vote of the persons
entitled to vote a majority in aggregate principal amount of the Outstanding
Warrants represented at the meeting. The chairman of the meeting shall have no
right to vote, except as a Holder of Warrants.

     SECTION 8.2. RECORD OF MEETINGS. A record, at least in triplicate, of the
proceedings of each meeting of Registered Owners of Warrants shall be prepared,
and one such copy shall be delivered to the Company and the Agent. The copy
delivered to the Agent shall be preserved by the Agent and, upon reasonable
notice, made available to any Registered Owners of Outstanding Warrants.

                                   ARTICLE IX
                              CONCERNING THE AGENT

     SECTION 9.1. APPOINTMENT OF AGENT. The Company hereby appoints Wilmington
Trust Company, at present having its principal office in Wilmington, Delaware,
at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, as the Agent in respect of the Warrants, upon the terms and subject
to the conditions set forth in this Agreement.

     SECTION 9.2. ACCEPTANCE OF APPOINTMENT BY AGENT; LIMITATIONS OF DUTIES OF
AGENT. The Agent accepts its obligations set forth herein and in the Warrants
upon the terms and conditions hereof and thereof, including the following, to
all of which the Company agrees and to all of which the rights hereunder of the
Registered Owners from time to time of the Warrants shall be subject:

         (a) The Agent shall be entitled to the compensation agreed upon with
     the Company for all services rendered by it, and the Company agrees
     promptly to pay such compensation and to reimburse the Agent for its
     reasonable out-of-pocket expenses (including, without limitation, the
     reasonable compensation of its counsel) incurred by it in connection with
     the services rendered by it hereunder. The Company also agrees to indemnify
     each of the Agent, its employees and agents for, and to hold it harmless
     against, any loss, liability or expense incurred without


                                       12



     negligence or bad faith on its part, arising out of or in connection with
     its acting as such Agent hereunder, including the costs and expenses of
     defending against any claim of liability.

         (b) In acting under this Agreement and in connection with the Warrants,
     the Agent is acting solely as the agent of the Company and does not assume
     any obligations or relationship of agency or trust for or with any of the
     Registered Owners of the Warrants.

         (c) The Agent may consult with one or more counsel (who may also be
     counsel to the Company), and, in the absence of bad faith, the written
     opinion of such counsel shall be full and complete authorization and
     protection in respect of any action taken, omitted or suffered by it
     hereunder in the good faith reliance thereon.

         (d) The Agent shall be protected and shall incur no liability for or in
     respect of any action taken, omitted or suffered by it in the good faith
     reliance upon any Warrant, notice, direction, consent, certificate,
     affidavit, statement or other paper or document signed by the Company
     reasonably believed by the Agent to be genuine and to have been signed by
     the proper persons.

         (e) The Agent and its officers, directors and employees may become the
     owner of, or acquire any interest in, any Warrants, with the same rights
     that it or they would have if it were not the Agent hereunder, may engage
     or be interested in any financial or other transaction with the Company and
     may act on, or as depository, trustee or agent for, any committee or body
     of Registered Owners of the Warrants or holders of other obligations of the
     Company as freely as if it were not the Agent hereunder.

         (f) Except as otherwise set forth herein, the Agent shall not be under
     any liability for interest on any moneys or other consideration at any time
     received by it pursuant to any of the provisions of this Agreement or of
     the Warrants.

         (g) The recitals contained herein and in the Warrants (except in the
     Agent's certificates of authentication) shall be taken as the statements of
     the Company, and the Agent assumes no responsibility for their correctness.
     The Agent makes no representation as to the validity or sufficiency of this
     Agreement or the Warrants, provided that the Agent shall not be relieved of
     its duty to authenticate Warrants as authorized by this Agreement. The
     Agent shall not be accountable for the use or application by the Company of
     the proceeds of the Warrants.

         (h) The Agent shall be obligated to perform such duties and only such
     duties as are herein and in the Warrants specifically set forth and no
     implied duties or obligations shall be read into this Agreement or the
     Warrants against the Agent.

         (i) No provision of this Agreement shall be construed to relieve the
     Agent from liability for its own negligent action, its own negligent
     failure to act, or its own willful misconduct or that of its officers or
     employees.

         (j) The Agent shall be under no liability for interest on any money
     received by it hereunder except as otherwise agreed with the Company.

         (k) The Agent is hereby authorized and directed to accept instructions
     with respect to the performance of its duties hereunder from the
     Chairperson of the Board, the Chief Executive Officer, the President, any
     Vice President, the Treasurer, the Secretary or any Assistant Secretary of
     the Company, and to apply to such officers for advice or instructions in
     connection with its duties, and shall not be liable for any action taken or
     suffered to be taken by it in good faith in accordance with instructions of
     any such officer or in good faith reliance upon any statement signed by any
     one of such officers of the Company with respect to any fact or matter
     (unless other evidence in respect thereof is herein specifically
     prescribed) which may be deemed to be conclusively proved and established
     by such signed statement.

     SECTION 9.3. AGENT REQUIRED. The Company agrees that, until all Warrants
(i) shall have been delivered to the Agent for cancellation or (ii) have become
null and void because of the passage of the Expiry Date, there shall


                                       13



at all times be a Agent hereunder which shall be a corporation doing business in
the United States and which alone or with its affiliates has a combined capital
and surplus of at least $[50,000,000].

     SECTION 9.4. RESIGNATION AND REMOVAL OF AGENT; APPOINTMENT OF SUCCESSOR.
The Agent may at any time resign by giving written notice (in accordance with
Section 10.1 hereof) to the Company of such intention on its part, specifying
the date on which its desired resignation shall become effective; provided,
however, that such date shall never be less than [90] days after the receipt of
such notice by the Company unless the Company agrees to accept less notice. Upon
receipt of such notice of resignation, the Company shall promptly act to appoint
a successor Agent. The Agent may be removed at any time by the Company by
delivering written notice thereof specifying such removal and the date when it
is intended to become effective. Any resignation or removal of the Agent shall
take effect upon the date of the appointment by the Company as hereinafter
provided of a successor and the acceptance of such appointment by such
successor.

     In case at any time the Agent shall resign, or shall be removed, or shall
become incapable of acting or shall be adjudged as bankrupt or insolvent, or if
a receiver of its or of its property shall be appointed, or if any public
officer shall take charge or control of its or of its property or affairs, for
the purpose of rehabilitation, conservation or liquidation, a successor agent,
eligible as aforesaid, shall be appointed by the Company. Upon the appointment
as aforesaid of a successor agent and acceptance by it of such appointment, the
Agent so superseded shall cease to be the Agent hereunder. If no successor Agent
shall have been so appointed by the Company and shall have accepted appointment
as hereinafter provided, then the Registered Owners of a majority in aggregate
principal amount of the Outstanding Warrants, on such Holders' behalf and on
behalf of all others similarly situated may petition any court of competent
jurisdiction for the appointment of a successor Agent.

     Any successor Agent appointed hereunder shall execute, acknowledge and
deliver to its predecessor and to the Company an instrument accepting such
appointment hereunder, and thereupon such successor Agent, without any further
act deed or conveyance, shall become vested with all the authority, rights,
powers, immunities, duties and obligations of such predecessor with like effect
as if originally named as such Agent hereunder, and such predecessor, upon
payment of its charges and disbursements then unpaid, shall simultaneously
therewith become obligated to transfer, deliver and pay over, and such successor
Agent shall be entitled to receive, all moneys, [Notes/Debentures] or other
property on deposit with or held by such predecessor, as such Agent hereunder.
The Company or, at the discretion of the Company, the successor Agent, will give
prompt written notice by U.S. Mail to each Registered Owner of the Warrants at
such owner's address as it appears on the Register of the appointment of a
successor Agent. Failure to give such notice or any defect therein shall not
affect the appoint of a successor Agent.

     SECTION 9.5. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF
AGENT. Any corporation into which the Agent may be merged or converted, or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Agent shall be a party, or any
corporation succeeding to all or substantially all the assets and business of
the Agent, shall be the successor to the Agent hereunder, provided such
corporation shall be otherwise eligible under this Article VII, without the
execution or filing of any document or any further act on the part of any of the
parties hereto.

     In case any Warrants shall have been authenticated, but not delivered, by
the Agent then in office, any successor by merger, conversion or consolidation
to such authenticating Agent may adopt such authentication and deliver the
Warrants so authenticated with the same effect as if such successor Agent had
itself authenticated such Warrants.

                                    ARTICLE X
                                  MISCELLANEOUS

     SECTION 10.1. NOTICES. All notices or demands hereunder upon the Company or
the Agent may be electronically communicated or hand delivered or sent by
overnight courier, addressed to any party hereto as provided in this Section
10.1.


                                       14



     All communications intended for the Company shall be sent to:

         Radio One, Inc.
         5900 Princess Garden Parkway, 7th Floor
         Lanham, MD  20706-2969
         Attention:   Scott R. Royster,
                      Chief Financial Officer
         Facsimile:   301-306-9694

     All communications intended for the Agent shall be sent to:

         The Wilmington Trust Company
         Rodney Square North
         1100 North Market Street
         Wilmington, DE  19890-0001
         Attention:   Corporate Trust Administration
         Facsimile:   (302) 636-4148

or at any other address of which either of the foregoing shall have notified the
other in any manner prescribed in this Section 10.01.

     For all purposes of this Agreement, a notice or communication will be
deemed effective:

         (a) if delivered by hand or sent by overnight courier, on the day it is
     delivered unless (i) that day is not a day on which commercial banks are
     open for business (a "Local Business Day") in the city specified in the
     address for notice provided by the recipient or (ii) if delivered after the
     close of business on a Local Business Day, then on the next succeeding
     Local Business Day; or

         (b) if sent by facsimile transmission, on the date transmitted,
     provided that oral or written confirmation of receipt is obtained by the
     sender unless the date of transmission and confirmation is not a Local
     Business Day, in which case, on the next succeeding Local Business Day.

     Any notice, direction, request, demand, consent or waiver by the Company or
any Registered Owner to or upon the Agent shall be deemed to have been
sufficiently given, made or filed, for all purposes, if given, made or filed in
writing with the Agent in accordance with the provisions of this Section 10.1.

     SECTION 10.2. DAY NOT A BUSINESS DAY. If any date on which a payment is to
be made, notice given or other action taken hereunder is not a Business Day,
then such payments, notice or other action shall be made, given or taken on the
next succeeding business day in such place, and in the case of any payment, no
interest shall accrue for the delay.

     SECTION 10.3. CURRENCY. All amounts herein are expressed in [United States
Dollars/Specified Currency].

     SECTION 10.4. GOVERNING LAW. This Agreement and the Warrants shall be
construed in accordance with the laws of [Delaware].

     SECTION 10.5. LIMITATION OF RIGHTS TO PARTIES AND REGISTERED OWNERS OF
WARRANTS. Nothing in this Agreement or in the Warrants expressed or implied is
intended or shall be construed to give to any Person other than the Company, the
Agent and the Registered Owners of the Warrants any legal or equitable right,
remedy or claim under or in respect of this Agreement or any covenant, condition
or provision herein or in the Warrants. All such covenants, conditions and
provisions are and shall be held to be for the sole and exclusive benefit of the
Company, the Agent and the Registered Owners of the Warrants.


                                       15



     SECTION 10.6. SEPARABILITY OF INVALID PROVISIONS. In case any one or more
of the provisions contained in this Agreement or in the Warrants shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement, but this Agreement shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein.

     SECTION 10.7. NO WAIVER OF RIGHTS. A failure or delay in exercising any
right, power or privilege in respect of this Warrant Agreement will not be
presumed to operate as a waiver, and a single or partial exercise of any right,
power or privilege will not be presumed to preclude any subsequent or further
exercise of that right, power or privilege or the exercise of any other right,
power or privilege.

     SECTION 10.8. EXECUTION IN SEVERAL COUNTERPARTS. This Agreement may be
executed in any number of counterparts, each of which shall for all purposes be
deemed to be an original; but such counterparts shall together constitute but
one and the same instrument.

     SECTION 10.9. ARTICLE AND SECTION HEADINGS. The headings or titles of the
several Articles and Sections hereof and any table of contents appended to
copies hereof shall be solely for convenience of reference and shall not affect
the meaning, construction or effect of this Agreement.

     SECTION 10.10. SUCCESSOR AND ASSIGNS. All the covenants and agreements in
this Agreement contained by or on behalf of the Company or the Agent shall bind
their respective successors and assigns, whether so expressed or not.

                                [END OF DOCUMENT]
                            [SIGNATURE PAGE FOLLOWS]


                                       16






     IN WITNESS WHEREOF, the parties hereto have executed this Warrant Agreement
as of the date first above written.

                                      RADIO ONE, INC.



                                      By
                                        ----------------------------------------


                                      WILMINGTON TRUST COMPANY, as Agent



                                      By
                                        ----------------------------------------






                                       17

EX-4.30

                                                                    EXHIBIT 4.30

                          -------------------------------

                                 RADIO ONE, INC.

                             STANDARD STOCK WARRANT
                              AGREEMENT PROVISIONS

                          -------------------------------



     From time to time, Radio One, Inc., a Delaware corporation (the "Company"),
may enter into one or more warrant agreements that provide for the issuance and
sale of warrants ("Warrants") to purchase shares of the Company's (Class D
Common Stock, $0.001 par value) (Preferred Stock, $0.001 par value)
(collectively "Shares"). The standard provisions set forth herein may be
included or incorporated by reference in any such warrant agreement (a "Warrant
Agreement"). The Warrant Agreement, including the provisions incorporated
therein by reference, is herein referred to as this "Agreement." The person
named as the "Warrant Agent" in the first paragraph of the Warrant Agreement is
herein referred to as the "Warrant Agent." Unless otherwise defined in this
Agreement or in the Warrant Agreement, as the case may be, terms defined in the
Warrant Agreement are used herein as therein defined and terms defined herein
are used in the Warrant Agreement as herein defined.

                                    ARTICLE 1
            ISSUANCE, EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

     1.1 Issuance of Warrant Certificates. Each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein, to purchase
such numbers of Shares as are set forth in the Warrant Agreement. The number of
Warrants which may be issued and delivered under this Agreement is unlimited.

     There shall be established in or pursuant to a resolution of the Board of
Directors of the Company or any duly authorized committee thereof or established
in one or more warrant agreements supplemental hereto, prior to the issuance of
any Warrants: the designation of such Warrants; if the Warrants are issued
together as a unit with any other securities of the Company, the date after
which the Warrants shall be freely tradable separately from such other
securities (the "Distribution Date"); if the Company may at its option or under
circumstances described therein provide for an earlier Distribution Date; the
expiration date, pursuant to Section 2.2; the exercise price and any form of
consideration other than lawful money of the United States of America by which
the exercise price may be paid pursuant to Section 2.1; the Call Price, Call
Date and Call Terms pursuant to Section 3.4; the limitations, if any, upon the
Reduced Warrant Price and the Reduced Warrant Price Period, pursuant to Section
3.5; the circumstances, if any, under which the Exercise Price and the number of
Shares purchasable upon the exercise of each Warrant and the number of Warrants
outstanding are subject to adjustment and the manner of making any such
adjustment.

     1.2 Execution and Delivery of Warrant Certificates. Each Warrant
Certificate, whenever issued, shall be in registered form substantially in such
form or forms as shall be established by the Company from time to time pursuant
to one or more resolutions of the Board of Directors of the Company or in one or
more warrant agreements supplemental hereto, and in each case shall be dated as
of the date of issuance thereof, and may have such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
Warrant Certificate may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with (i) any law or with any rule or
regulation made pursuant thereto or (ii) any rule or regulation of any stock
exchange on which the Warrant Certificates may be listed, or to conform to
usage. The Warrant Certificates shall be signed on behalf of the Company by its
Chairperson of the Board of Directors, a Vice Chairperson of the Board of
Directors, its President, a Vice President or its Treasurer and attested by its
Secretary or Assistant Secretary, under its corporate seal. Such signatures may
be manual or facsimile signatures of such authorized officers and may be
imprinted or otherwise reproduced on the Warrant Certificates. The seal of the
Company may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificates.

     No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
delivered hereunder.

     If any officer of the Company who shall have signed any of the Warrant
Certificates either manually or by facsimile signature shall cease to be such
officer before the Warrant Certificates so signed shall have been countersigned
and delivered to the Warrant Agent, such Warrant Certificates nevertheless may
be countersigned and delivered as though the person who signed such Warrant
Certificates had not cease to be such officer of the Company. Any Warrant

                                        1



Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this Agreement
any such persons was not an officer.

     1.3 Registration and Countersignature. The Warrant Agent shall, upon
receipt of Warrant Certificates, duly executed on behalf of the Company,
countersign the Warrant Certificates evidencing Warrants to purchase the number
of Shares set forth in the Warrant Agreement and shall deliver such Warrant
Certificates to the appropriate person or entity upon the written order of the
Company. After the original issuance of the Warrant Certificates, the Warrant
Agent shall countersign a Warrant Certificate only if the Warrant Certificate is
issued in exchange or substitution for, or in connection with the registration
of transfer of, one or more previously countersigned Warrant Certificates, as
hereinafter provided. The Warrant Certificates shall not be valid for any
purpose unless so countersigned.

     The Warrant Agent's countersignature on all Warrants shall be in
substantially the following form:

                                    [NAME OF WARRANT AGENT],
                                    as Warrant Agent


                                    By
                                      -----------------------------------------
                                              Authorized Signatory

                                    ARTICLE 2
          WARRANT PRICE, DURATION AND EXERCISE OF WARRANT CERTIFICATES

     2.1 Warrant Price. The exercise price of each Warrant and any other form of
consideration other than lawful money of the United States of America by which
the exercise price may be paid shall be as set forth in the Warrant Agreement.
The purchase price (including moneys and such other consideration) of the Shares
upon exercise of the Warrants is referred to in this Agreement as the "Warrant
Price" and is payable in full at the time of exercise.

     2.2 Duration of Warrant Certificates. Warrant Certificates may be exercised
in whole at any time, and in part from time to time, during the period set forth
in the Warrant Agent (the "Expiration Date"). Each Warrant Certificate not
exercised on or before the close of business on the Expiration Date shall become
void, and all rights of the holder thereunder and under this Agreement shall
cease.

     2.3 Exercise of Warrant Certificates.


         (a) Prior to the Expiration Date, a Warrant Certificate, if
countersigned by the Warrant Agent, may be exercised in whole or in part by
providing certain information set forth on the reverse side of the Warrant
Certificate and, unless otherwise provided pursuant to Section 2.1, by paying in
full (in cash or by certified or official bank check in New York Clearing House
funds or by bank wire transfer in immediately available funds), in United States
dollars, the Warrant Price for the Shares as to which the Warrant Certificate is
exercised, to the Warrant Agent at its corporate trust office at the address set
forth in the Warrant Agreement. The payment must specify the name of the holder
and the number of Warrants exercised by such holder. Warrants will be deemed to
have been exercised upon receipt by the Warrant Agent of the Warrant Price and
the Warrant Certificate properly completed and duly executed by the registered
holder or holders thereof or by the duly appointed legal representative thereof
or by a duly authorized attorney, such signature to be guaranteed (under the
Medallion Program) by a bank or trust company, by a broker or dealer which is a
member of the National Association of Securities Dealers, Inc. ("NASD") or by a
member of a national securities exchange. If the Warrant Agent receives moneys
in payment of the Warrant Price, the Warrant Agent shall deposit all funds
received by it in the account of the Company maintained with it for such
purpose. If the Warrant Agent receives consideration other than moneys for
purpose. If the Warrant Agent receives consideration other than moneys for
Warrants, the Warrant Agent shall deliver such consideration directly to the
Company. In either case, the Warrant Agent shall advise the Company by telex or
telecopy [periodically, as agreed upon by the Warrant Agent and the Company] as
to the Warrant Certificates that have been exercised and the amount of moneys
deposited to its account or the type and amount of other consideration to be
delivered to it.

                                        2



         (b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company of (i) the number of Warrants exercised, (ii)
the instructions of each holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Shares to which such holder is entitled
upon such exercise, (iii) delivery of Warrant Certificates evidencing the
balance, if any, of the Warrants remaining after such exercise and (iv) such
other information as the Company shall reasonably require.

         (c) As soon as practicable after receipt of payment of the Warrant
Price and the Warrant Certificate properly completed and duly executed at the
corporate trust office of the Warrant Agent, the Company shall issue or deliver,
upon the order of the holder of such Warrant Certificate, the Shares in
authorized denominations to which such holder is entitled, in fully registered
form in such name or names as maybe directed by such holder, and if such Warrant
Certificate was not exercised in full, upon request of the holder a new Warrant
Certificate evidencing the number of Warrants remaining unexercised shall be
issued if sufficient time remains prior to the Expiration Date.

         (d) The Company will pay all documentary stamp taxes attributable to
the initial issuance of Warrants and of Shares upon the exercise of Warrants;
provided, however, that the Company shall not be required to pay any tax or
taxes which may be payable in respect of any transfer involved in the issue of
any Warrant Certificates or any certificates for Shares in a name other than the
registered holder of a Warrant Certificate surrendered upon the exercise of a
Warrant, and the Company shall not be required to issue or deliver such
certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

                                    ARTICLE 3
     OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

     3.1 No Rights as Securityholders Conferred by Warrant Certificates. No
Warrant Certificate shall entitle the holder thereof to any of the rights of a
stockholder of the Company, including the right to receive the payment of
dividends on or vote the Shares.

     3.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon receipt
by the Company and the Warrant Agent of evidence reasonably satisfactory to them
of the ownership and the loss, theft, destruction or mutilation of the Warrant
Certificate, and of indemnity reasonably satisfactory to them, and, in the case
of mutilation, upon surrender thereof to the Warrant Agent for cancellation,
then, in the absence of notice to the Company or the Warrant Agent that such
Warrant Certificate has been acquired by a bona fide purchaser, the Company
shall execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the lost, stolen or
destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the
same tenor and for a like number of Warrants. Upon the issuance of any new
Warrant Certificate under this Section, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expense (including the fees and expenses of
the Warrant Agent) in connection therewith. Every substitute Warrant Certificate
executed and delivered pursuant to this Section in lieu of any lost, stolen or
destroyed Warrant Certificate shall constitute an additional contractual
obligation of the Company, whether or not the lost, stolen or destroyed Warrant
Certificate shall be at any time enforceable by anyone, and shall be entitled to
the benefits of this Agreement equally and proportionately with any and all
other Warrant Certificates duly executed and delivered hereunder. The provisions
of this Section are exclusive and shall preclude (to the extent lawful) any and
all other rights or remedies with respect to the replacement of mutilated, lost,
stolen or destroyed Warrant Certificates.

     3.3 Holder of Warrant Certificate May Enforce Rights. Notwithstanding any
of the provisions of this Agreement, any holder of any Warrant Certificate,
without the consent of the Warrant Agent, the holder of any Shares or the holder
of any other Warrant Certificate, may, in his or her own behalf and for his or
her own benefit, enforce, and may institute and maintain any audit, action or
proceeding against the Company to enforce or otherwise in respect of, his right
to exercise his or her Warrant Certificate in the manner provided in his or her
Warrant Certificate and in his or her Agreement.

     3.4 Call of Warrants by the Company. If so provided in the Warrant
Agreement, the Company shall have the right to call and repurchase any or all
Warrants at the price (the "Call Price") and on or after the date (the "Call
Date") and

                                        3



upon the terms (the "Call Terms") as shall be established from time
to time in or pursuant to resolutions of the Board of Directors of the Company
or in the Warrant Agreement before the issuance of such Warrants. Notice of such
Call Price, Call Date and Call Terms shall be given to registered holders of
Warrants in writing by the Company or the Warrant Agent.

     3.5 Optional Reduction of Warrant Price. Subject to the limits, if any,
established from time to time by the Board of Directors of the Company or in the
Warrant Agreement, the Company shall have the right, at any time or from time to
time, voluntarily to reduce the then current Warrant Price to such amount (the
"Reduced Warrant Price") and for such period or periods of time, which may be
through the close of business on the Expiration Date (the "Reduced Warrant Price
Period"), as may be deemed appropriate by the Board of Directors of the Company.
Notice of any such Reduced Warrant Price and Reduced Warrant Price Period shall
be given to registered holders of Warrants in writing by the Company or the
Warrant Agent. After the termination of the Reduced Warrant Price Period, the
Warrant Price shall be such Warrant Price that would have been in effect had
there been no reduction in the Warrant Price pursuant to the provisions of this
Section 3.5.

     3.6 Reservation of Shares. For the purpose of enabling it to satisfy any
obligation to issue Shares upon exercise of Warrants, the Company will at all
times through the close of business on the Expiration Date, reserve and keep
available, free from preemptive rights and out of its aggregate authorized but
unissued or treasury shares of [Class D Common/Preferred Stock], the number of
Shares deliverable upon the exercise of all outstanding Warrants, and the
transfer agent for the shares is hereby irrevocably authorized and directed at
all times to reserve such number of authorized and unissued or treasury shares
of [Class D Common/Preferred Stock] as shall be required for such purpose. The
Company will keep a copy of this Agreement on file with such transfer agent and
with every transfer agent for any shares of the Company's capital stock issuable
upon the exercise of Warrants. The Warrant Agent is hereby irrevocably
authorized to requisition from time to time from such transfer agent stock
certificates issuable upon exercise of outstanding Warrants, and the Company
will supply such transfer agent with duly executed stock certificates for such
purpose.

     Before taking any action that would cause an adjustment pursuant to Section
3.7 reducing the Exercise Price below the then par value (if any) of the Shares
issuable upon exercise of the Warrants, the Company will take any corporate
action that may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and nonassessable Shares at the
Exercise Price as so adjusted.

     The Company covenants that all Shares issued upon exercise of the Warrants
will, upon issuance in accordance with the terms of this Agreement, be fully
paid and nonassessable and free from all taxes, liens, charges and security
interests created by or imposed upon the Company with respect to the issuance
and holding thereof.

     3.7 Obtaining of Governmental Approvals and Stock Exchange Listings. So
long as any Warrants remain outstanding, the Company will take all necessary
steps (a) to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and to make filings under
federal and state securities acts and laws, which may be or become requisite in
connection with the issuance, sale, transfer and delivery of the Warrant
Certificates, the exercise of the Warrants and the issuance, sale, transfer and
delivery of the Shares issued upon excise of Warrants, and (b) to have the
shares of Stock immediately upon their issuance upon exercise of Warrants, (i)
listed on each national securities exchange on which the [Class D
Common/Preferred Stock] is then listed or (ii) if the [Class D Common/Preferred
Stock] is not then listed on any national securities exchange, listed for
quotation on the NASD Automated Quotations System ("Nasdaq") National Market
("Nasdaq National Market") or such other over-the-counter quotation system on
which the Stock may then be listed.

     3.8 Adjustment of Exercise Price and Number of Shares Purchasable or Number
of Warrants. The Exercise Price, the number of Shares purchasable upon the
exercise of each Warrant and the number of Warrants outstanding are subject to
adjustment from time to time upon the occurrence of the events enumerated in
this Section 3.8.

         (a) If the Company shall (i) pay a dividend on its capital stock
(including [Class D Common/Preferred Stock]) in shares of Stock, (ii) subdivide
its outstanding shares of [Class D Common/Preferred Stock], (iii) combine its
outstanding shares of [Class D Common/Preferred Stock] into smaller number of
shares of [Class D Common/Preferred

                                        4



Stock] or (iv) issue any shares of its capital stock in a reclassification of
the [Class D Common/Preferred Stock] (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing
corporation), the number of Shares purchasable upon exercise of each Warrant
immediately prior thereto shall be adjusted so that the holder of each Warrant
shall be entitled to receive the kind and number of Shares or other securities
of the Company which such holder would have owned or have been entitled to
receive after the happening of any of the events described above, had such
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto. An adjustment made pursuant to this paragraph
(a) shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.

         (b) In the event of any capital reorganization or any reclassification
of the [Class D Common/Preferred Stock] (except as provided in paragraph (a)
above or paragraph (h) below), any holder of Warrants upon exercise thereof
shall be entitled to receive, in lieu of the [Class D Common/Preferred Stock] to
which he would have become entitled upon exercise immediately prior to such
reorganization or reclassification, the shares (of any class or classes) or
other securities or property of the Company that he or she would have been
entitled to receive at the same aggregate Exercise Price upon such
reorganization or reclassification if his or her Warrants had been exercised
immediately prior thereto; and in any such case, appropriate provision (as
determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive and shall be evidenced by a resolution filed
with the Warrant Agent) shall be made for the application of this Section 3.8
with respect to the rights and interests thereafter of the holders of Warrants
(including the allocation of the adjusted Warrant Price between or among shares
of classes of capital stock), to the end that this Section 3.8 (including the
adjustments of the number of shares of [Class D Common/Preferred Stock] or other
securities purchasable and the Warrant Price thereof) shall thereafter be
reflected, as nearly as reasonably practicable, in all subsequent exercises of
the Warrants for any shares or securities or other property thereafter
deliverable upon the exercise of the Warrants.

         (c) Except for adjustments required by paragraph (h) hereof, no
adjustment in the number of Shares purchasable hereunder shall be required
unless such adjustment would require an increase or decrease of at least one
percent (1%)in the number of Shares purchasable upon the exercise of each
Warrant; provided, however, that any adjustments which by reason of this
paragraph (c) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations shall be made to the
nearest cent and to the nearest one- hundredth of a Share, as the case may be.

         (d) Whenever the number of Shares purchasable upon the exercise of each
Warrant is adjusted as herein provided (whether or not the Company then or
thereafter elects to issue additional Warrants in substitution for an adjustment
in the number of Shares as provided in paragraph (f), the Exercise Price payable
upon exercise of each Warrant shall be adjusted by multiplying such Exercise
Price immediately prior to such adjustment by a fraction, of which the numerator
shall be the number of Shares purchasable upon the exercise of each Warrant
immediately prior to such adjustment, and of which the denominator shall be the
number of Shares so purchasable immediately thereafter.

         (e) For the purpose of this Section 3.8, the term "shares of Stock"
shall mean (i) the class of stock designated as the [Class D Common/Preferred
Stock] of the Company at the date of this Agreement, or (ii) any other class of
stock resulting from successive changes or reclassification of such shares
consisting solely of changes in par value, of from par value to no par value, or
from no par value to par value. If at any time, as a result of an adjustment
made pursuant to paragraph (a) or (b) above, the holders of Warrants shall
become entitled to purchase any shares of the Company other than shares of
Stock, thereafter the number of such other shares so purchasable upon exercise
of each Warrant and the Exercise Price of such shares shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Shares contained in paragraphs
(a) through (d), inclusive, above, and the provisions of Section 2.1, 2.2, 2.3,
3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to
any such other shares.

         (f) The Company may elect, on or after the date of any adjustment
required by paragraphs (a) through (b) of this Section 3.8, to adjust the number
of Warrants in substitution for an adjustment in the number of Shares
purchasable upon the exercise of a Warrant. Each of the Warrants outstanding
after such adjustment of the number of Warrants shall be exercisable for the
same number of shares as immediately prior to such adjustment. Each Warrant held
of record prior to such adjustment of the number of Warrants shall become that
number of Warrants (calculated to the nearest

                                        5



hundredth) obtained by dividing the Warrant Price in effect prior to adjustment
of the Warrant Price by the Warrant Price in effect after adjustment of the
Warrant Price. The Company shall notify the holders of Warrants in the same
manner as provided in the first paragraph of Section 3.10, of its election to
adjust the number of Warrants, indicating the record date for the adjustment,
and, if known at the time, the amount of the adjustment to be made. This record
date may be the date on which the Exercise Price is adjusted or any day
thereafter. Upon each adjustment of the number of Warrants pursuant to this
paragraph (f) the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Warrants on such record date Warrant
Certificates evidencing, subject to Section 3.9, the additional Warrants to
which such holders shall be entitled as a result of such adjustment, or, at the
option of the Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Warrant Certificates held by such
holders prior to the date of adjustment, and upon surrender thereof, if required
by the Company, new Warrant Certificates evidencing all the Warrants to be
issued, executed and registered in the manner specified in Section 1.3 and
Article 4 (and which may bear, at the option of the Company, the

         adjusted Exercise Price) and shall be registered in the names of the
holders of record of Warrant Certificates on the record date specified in the
notice.

         (g) Except as provided in paragraph (a) of this Section 3.8, no
adjustment in respect of any dividends shall be made during the term of a
Warrant or upon the exercise of a Warrant.

         (h) In case of any consolidation of the Company with or merger of the
Company into another corporation or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, the Company or such successor or purchasing corporation, as the case
may be, shall execute with the Warrant Agent an agreement that each holder of a
Warrant shall have the right thereafter upon payment of the Warrant Price in
effect immediately prior to such action to purchase upon exercise of each
Warrant the kind and amount of shares and other securities and property which he
or she would have owned or have been entitled to receive after the happening of
such consolidation, merger, sale or conveyance had such Warrant been exercised
immediately prior to such action. The Company shall mail by first class mail,
postage prepaid, to each holder of a Warrant, notice of the execution of any
such agreement. Such agreement shall provide for adjustments, which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Section 3.8. The provisions of this paragraph (h) shall similarly apply to
successive consolidations, mergers, sales or conveyances. The Warrant Agent
shall be under no duty or responsibility to determine the correctness of any
provisions contained in any provisions contained in any such agreement relating
either to the kind or amount of shares of stock or other securities or property
receivable upon exercise of Warrants or with respect to the method employed and
provided therein for any adjustments and shall be entitled to rely upon the
provisions contained in any such agreement.

         (i) Irrespective of any adjustments in the Exercise Price or the number
or kind of shares purchasable upon the exercise of the Warrants, Warrants
theretofore or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the Warrants initially issuable
pursuant to this Agreement.

     3.9 Fractional Warrants and Fractional Shares.


         (a) The Company shall not be required to issue fractions of Warrants on
any distribution of Warrants to holders of Warrant Certificates or to distribute
Warrant Certificates that evidence fractional Warrants. In lieu of such
fractional Warrants, there shall be paid to the registered holder of the Warrant
Certificates with regard to which such fractional Warrants would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a full Warrant. For purposes of this Section, the current market value
of a Warrant shall be the closing price of one Warrant (as determined pursuant
to paragraph (c) below) for the trading day immediately prior to the date on
which such fractional Warrant would have been otherwise issuable.

         (b) Notwithstanding any adjustment pursuant to Section 3.9 in the
number of Shares purchasable upon the exercise of a Warrant, the Company shall
not be required to issue fractions of Shares upon exercise of the Warrants or to
distribute certificates which evidence fractional Shares. In lieu of fractional
Shares, there shall be paid to the registered holders of Warrant Certificates at
the time such Warrant Certificates are exercised as herein provided an amount in
cash equal to the same fraction of the current market value of a share of [Class
D Common/Preferred Stock]. For purposes of this Section 3.9, the current market
value of a share of [Class D Common/Preferred Stock] shall be the

                                        6



closing price of a share of [Class D Common/Preferred Stock] (as determined
pursuant to paragraph (c) below) for the trading day immediately prior to the
date of such exercise.

         (c) The closing price for each day shall be the last sale price,
regular way, or, if no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, for such day, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Warrants or Stock, as the case may be, is not listed or admitted to
trading on such exchange, as reported on the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the Warrants or [Class D Common/Preferred Stock],
respectively, is listed or admitted to trading, or if the Warrants or [Class D
Common/Preferred Stock], as the case may be, is not listed or admitted to
trading on any national securities exchange, as reported on Nasdaq National
Market or, if the Warrants or Stock, as the case may be, is not listed or
admitted to trading on the Nasdaq National Market, as reported on Nasdaq.

     3.10 Notices to Warrantholders. Upon any adjustment of the number of Shares
purchasable upon exercise of each Warrant, the Warrant Price or the number of
Warrants outstanding, the Company within 20 calendar days thereafter shall (i)
cause to be filed with the Warrant Agent a certificate of a firm of independent
public accountants of recognized standing selected by the Company (who may be
the regular auditors of the Company) setting forth the Warrant Price and either
the number of Shares purchasable upon exercise of each Warrant or the additional
number of Warrants to be issued for each previously outstanding Warrant, as the
case may be, after such adjustment and setting forth in reasonable detail the
method of calculation and the facts upon which such adjustment was made, which
certificate shall be conclusive evidence of the correctness of the matters set
forth therein, and (ii) cause to be given to each of the registered holders of
the Warrant Certificates at such holder's address appearing on the Warrant
Register written notice of such adjustments by first class mail, postage
prepaid. Where appropriate, such notice may be given in advance and included as
part of the notice required to be mailed under the other provisions of this
Section 3.10.

     The Company shall cause written notice of such later Distribution Date,
such later Expiration Date, such Call Price, Call Date and Call Terms and such
Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to
be given as soon as practicable to the Warrant Agent and to each of the
registered holders of the Warrant Certificates by first class mail, postage
prepaid, at such holder's address appearing on the Warrant Register. In addition
to the written notice referred to in the preceding sentence, the Company shall
make a public announcement in a daily morning newspaper of general circulation
in New York City and in San Francisco of such earlier Distribution Date, such
later Expiration Date, such Call Price, Call Date and Call Terms and such
Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, at
least on week for two successive weeks prior to the implementation of such
terms.

     If:

         (a) the Company shall declare any dividend payable in any securities
     upon its shares of [Class D Common/Preferred Stock] or make any
     distribution (other than a cash dividend) to the holders of is shares of
     [Class D Common/Preferred Stock], or

         (b) the Company shall offer to the holders of its shares of [Class D
     Common/Preferred Stock] any additional shares of [Class D Common/Preferred
     Stock] or securities convertible into shares of [Class D Common/Preferred
     Stock] or any right to subscribe thereto, or

         (c) there shall be a dissolution, liquidation or winding up of the
     Company (other than in connection with a consolidation, merger or sale of
     all or substantially all of its property, assets and business as an
     entirety),

         (d) the Company shall cause written notice of such event to be filed
     with the Warrant Agent and shall cause written notice of such event to be
     given to each of the registered holders of the Warrant Certificates as such
     holder's address appearing on the Warrant Register, by first class mail,
     postage prepaid, and (ii) make a public announcement in a daily newspaper
     of general circulation in New York City and in San Francisco of such event,
     such giving of notice and publication to be completed at least 10 calendar
     days (or 20 calendar days in any case specified in clause (c) above) prior
     to the date fixed as a record date or the date of closing the transfer
     books for the determination of the stockholders entitled to such dividend,
     distribution or subscription rights, or for the

                                        7



determination of stockholders entitled to vote on such proposed dissolution,
liquidation or winding up. Such notice shall specify such record date or the
date of closing the transfer books, as the case may be. The failure to give the
notice required by this Section 3.10 or any defect therein shall not affect the
legality or validity of any distribution, right, warrant, dissolution,
liquidation or winding up or the vote upon or any other action taken in
connection therewith.

                                    ARTICLE 4
                  EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES

     4.1 Exchange and Transfer. Upon surrender at the corporate trust office of
the Warrant Agent, Warrant Certificates evidencing Warrants may be exchanged for
Warrant Certificates in other denominations evidencing such Warrants and the
transfer of Warrants may be registered in whole or in part; provided that such
other Warrant Certificates shall evidence the same aggregate number of Warrants
as the Warrant Certificates surrendered for exchange or registration of
transfer. The Warrant Agent shall keep, at its corporate trust office, books in
which it shall register Warrant Certificates and exchanges and transfers of
outstanding Warrant Certificates, upon surrender of the Warrant Certificates to
the Warrant Agent at its corporate trust office for exchange or registration of
transfer, properly completed and duly endorsed and duly signed by the registered
holder or holders thereof or by the duly appointed legal representative thereof
or by a duly authorized attorney, such signature to be guaranteed (under the
Medallion Program) by (a) a bank or trust company, (b) a broker or dealer that
is a member of the Nasdaq or (c) a member of a national securities exchange and
accompanied by appropriate instruments of registration of transfer and written
instructions for transfer, all in form satisfactory to the Company and the
Warrant Agent. No service charge shall be made for any exchange or registration
of transfer of Warrant Certificates, but the Company may require payment of a
sum sufficient to cover any stamp or other tax or other governmental charge that
may be imposed in connection with any such exchange or registration of transfer.
Whenever any Warrant Certificates are surrendered for exchange or registration
of transfer, an authorized officer of the Warrant Agent shall mutually
countersign and deliver to the person or persons entitled thereto a Warrant
Certificate or Warrant Certificate duly authorized and executed by the Company,
as so requested. The Warrant Agent shall not be required to effect any exchange
or registration of transfer that will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant or a number of full Warrants and
a fraction of a Warrant. All Warrant Certificates issued upon any exchange or
registration of transfer of Warrant Certificates shall be the valid obligations
of the Company, evidencing the same obligations and entitled to the same
benefits under this Agreement as the Warrant Certificates surrendered for such
exchange or registration of transfer.

     4.2 Treatment of Holders of Warrant Certificates. Every holder of a Warrant
Certificate, by accepting the same, consents and agrees with the Company, the
Warrant Agent and with every subsequent holder of such Warrant Certificate that,
until the transfer of the Warrant Certificate is registered on the books of the
Warrant Agent, the Company and the Warrant Agent may treat the registered holder
as the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary notwithstanding.

     4.3 Cancellation of Warrant Certificates. Any Warrant Certificate
surrendered for exercise, registration of transfer or exchange shall, if
surrendered to the Company, be delivered to the Warrant Agent, and all Warrant
Certificates surrendered or so delivered to the Warrant Agent shall be promptly
canceled by the Warrant Agent and shall not be reissued and, except as expressly
permitted by this Agreement, no Warrant Certificate shall be issued hereunder in
lieu thereof. The Warrant Agent shall deliver to the Company from time to time,
or otherwise dispose of, canceled Warrant Certificates in manner satisfactory to
the Company.

                                    ARTICLE 5
                          CONCERNING THE WARRANT AGENT

     5.1 Warrant Agent. The Company hereby appoints the Warrant Agent as the
Warrant Agent of the Company in respect of the Warrant Certificates upon the
terms and subject to the conditions herein set forth, and the Warrant Agent
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and by
this Agreement, and such further powers and authority to act on behalf of the
Company as the Company may hereafter grant to or confer upon it. All of the
terms and provisions with respect to such

                                        8



powers and authority contained in the Warrant Certificates are subject to and
governed by the terms and provisions hereof.

     5.2 Conditions of Warrant Agent's obligations. The Warrant Agent accepts
its obligations herein set forth upon the terms and conditions hereof, including
the following (to all of which the Company agrees and to all of which the rights
hereunder of the holders from time to time of the Warrant Certificates shall be
subject):

         (a) Performance by the Company. The Company agrees that it will take
any corporate action that may be reasonably necessary in order to fulfill its
obligations under this Agreement, and the Warrant Certificates, and that it will
not take any action that would impair its ability to perform its obligations
under this Agreement and the Warrant Certificates.

         (b) Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company for
all services rendered by the Warrant Agent and to reimburse the Warrant Agent
for reasonable out-of-pocket expenses (including reasonable counsel fees)
incurred by the Warrant Agent in connection with the services rendered hereunder
by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent,
and to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Warrant Agent, arising out of or in
connection with its acting as the Warrant Agent hereunder, as well as the costs
and expenses of defending against any claim of liability in the premises.

         (c) Agent for the Company. In acting under this Warrant Agreement and
in connection with the Warrant Certificates, the Warrant Agent is acting solely
as an agent of the Company, and the Warrant Agent does not assume any obligation
or relationship of agency or trust for or with any of the owners or holders of
the Warrant Certificates.

         (d) Counsel. The Warrant Agent may consult with counsel satisfactory to
it, and the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the opinion of such counsel.

         (e) Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.

         (f) Certain Transactions. The Warrant Agent and its officers, directors
and employees may buy, sell or deal in any of the Shares or other securities of
the Company and may become the owner of, or acquire any interest in, any Warrant
Certificates, with the same rights that it or they would have if it were not the
Warrant Agent hereunder, and, to the extent permitted by applicable law, they
may engage or be interested in any financial or other transaction with the
Company and may act on, or as depositary, trustee or agent for, any committee or
body of holders of the Shares or other obligations of the Company as freely as
if it were not the Warrant Agent.

         (g) No Liability for Interest. Except as set forth in the Warrant
Agreement, the Warrant Agent shall not be under any liability for interest on
any moneys or other consideration at any time received by it pursuant to any of
the provisions of this Agreement or of the Warrant Certificates.

         (h) No Liability for Invalidity. The Warrant Agent shall not incur any
liability with respect to the validity of this Agreement or any of the Warrant
Certificates.

         (i) No Responsibility for Representations. The Warrant Agent shall not
be responsible for any of the recitals or representations contained herein or in
the Warrant Certificates (except the Warrant Agent shall be responsible for any
representations of the Warrant Agent herein and for its countersignature on the
Warrant Certificates), all of which are made solely by the Company.

         (j) No Implied Obligations. The Warrant Agent shall be obligated to
perform such duties as are herein and in the Warrant Certificates specifically
set forth, but no implied duties or obligations shall be read into this
Agreement

                                        9



or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall
not be under any obligation to take any action hereunder which may tend to
involve it in any expense or liability, the payment of which within a reasonable
time is not, in its reasonable opinion, assured to it. The Warrant Agent shall
not be accountable or under any duty or responsibility for the use by the
Company of any of the Warrant Certificates authenticated by the Warrant Agent
and delivered by it to the Company pursuant to this Agreement or for the
application or by the Company of the proceeds of the Warrant Certificates. The
Warrant Agent shall have not duty or responsibility in case of any default by
the Company in the performance of its covenants or agreements contained in the
Warrant Certificates or in the case of the receipt of any written demand from a
holder or a Warrant Certificate with respect to such default, including any duty
or responsibility to initiate or attempt to initiate any proceedings at law or
otherwise or to make any demands upon the Company.

         (k) Instructions. The Warrant Agent is hereby authorized and directed
to accept instructions with respect to the performance of its duties hereunder
from the Chairperson of the Board, the Chief Executive Officer, the President,
any Vice President, the Treasurer, the Secretary or any Assistant Secretary of
the Company, and to apply to such officers for advice or instructions in
connection with its duties, and shall not be liable for any action taken or
suffered to be taken by it in good faith in accordance with instructions of any
such officer or in good faith reliance upon any statement signed by any one of
such officers of the Company with respect to any fact or matter (unless other
evidence in respect thereof is herein specifically prescribed) which may be
deemed to be conclusively proved and established by such signed statement.

     5.3  Registration and Appointment of Successor Warrant Agent.


         (a) The Company agrees, for the benefit of the holders from time to
time of the Warrant Certificates, that at all times there shall be a Warrant
Agent hereunder until all the Warrant Certificates are no longer exercisable.

         (b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective; provided that such date
shall not be less than 60 days after the date on which such notice is given
unless the Company agrees to accept less notice. The Warrant Agent may be
removed at any time by the filing with it of an instrument in writing signed by
or on behalf of the Company and specifying such removal and the date when it
shall become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company organized and doing business under
the laws of the United States of America or of any State, in good standing, and
authorized under such laws to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. Upon its
resignation or removal, the Warrant Agent shall be entitled to the payment by
the Company of the compensation agreed to under Section 5.2(b) hereof for, and
to the reimbursement of all reasonable out-of-pocket expenses incurred in
connection with, the services rendered hereunder by the Warrant Agent.

         (c) If at any time the Warrant Agent shall resign, or shall be removed,
or shall become incapable of acting, or shall be adjudged bankrupt or insolvent,
or shall file a petition seeking relief under the Federal Bankruptcy Code, as
now constituted or hereafter amended, or under any other applicable federal or
state bankruptcy law or similar law or make an assignment for the benefit of its
creditors or consent to the appointment of a receiver or custodian of all or any
substantial part of its property, or shall admit in writing its inability to pay
or meet its debts as they mature, or if a receiver or custodian of it or of all
or any substantial part of its property shall be appointed, or if an order of
any court shall be entered for relief against it under the Federal Bankruptcy
Code, as now constituted or hereafter amended, or under any other applicable
federal or state bankruptcy or similar law or if any public officer shall have
taken charge or control of the Warrant Agent or of its property or affairs, for
the purpose of rehabilitation, conservation or liquidation, a successor Warrant
Agent, qualified in accordance with the terms of this Agreement, shall be
appointed by the Company by an instrument in writing, filed with the successor
Warrant Agent. Upon the appointment of a successor Warrant Agent and acceptance
by the latter of such appointment, the Warrant Agent so superseded shall cease
to be the Warrant Agent hereunder.

         (d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor

                                       10



Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive, all
moneys, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.

         (e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that is shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of the parties hereto.

                                    ARTICLE 6
                                  MISCELLANEOUS

     6.1 Supplements and Amendments. This Agreement may be amended or
supplemented from time to time by the parties hereto, without the consent of the
holder of any Warrant Certificate, for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective provision contained herein,
or in regard to matters or questions arising under this Agreement as the Company
and the Warrant Agent may deem necessary or desirable, provided such action
shall not adversely affect the interest of the holders of the Warrant
Certificates.

     6.2 Notices and Demands to the Company and Warrant Agent. If the Warrant
Agent shall receive any notice or demand addressed to the Company by the holder
of a Warrant Certificate pursuant to the provisions of the Warrant Certificates,
the Warrant Agent shall promptly forward such notice or demand to the Company.

     6.3 Addresses. Any communication to the Warrant Agent with respect to this
Agreement shall be addressed to the address set forth in the Warrant Agreement,
and any such communication to the Company shall be addressed to the Company at
the following address:

         Radio One, Inc.
         5900 Princess Garden Parkway, 7th Floor
         Lanham, MD  20706-2969
         Attention:   Scott R. Royster,
                      Chief Financial Officer

or such other address as shall be specified in writing by the Warrant Agent or
by the Company.

     6.4 Delivery of Prospectus. If the Company is required under applicable
federal or state securities laws to deliver a prospectus upon exercise of
Warrants, the Company will furnish to the Warrant Agent sufficient copies of a
prospectus, and the Warrant Agent agrees that upon the exercise of any Warrant
Certificate by the holder thereof, the Warrant Agent will deliver to such
holder, prior to or concurrently with the delivery of the Shares issued upon
such exercise, a copy of the prospectus.

     6.5 Obtaining of Governmental Approvals. The Company will from time to time
take all action that may be necessary to obtain and keep effective any and all
permits, consents and approvals of governmental agencies and authorities and
securities acts filings under federal and state laws, which may be or become
requisite in connection with the issuance, sale, transfer and delivery of the
Warrant Certificates, the exercise of the Warrants, and the issuance, sale,
transfer and delivery of the Shares issued upon exercise of the Warrants or upon
the expiration of the period during which the Warrants are exercisable.

     6.6 Persons Having Rights under Warrant Agreement. Nothing in this
Agreement is intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the Company, the Warrant Agent and the holders
of the Warrant Certificates, any right, remedy or claim under or by reason of
this Agreement or of any covenant, condition,

                                       11



stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Agreement shall be for
the sole and exclusive benefit of the Company, the Warrant Agent and their
successors and of the holders of the Warrant Certificates.

     6.7 Headings. The descriptive headings of the several Articles and Sections
of this Agreement are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.

     6.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

     6.9 Inspection of Agreement. A copy of this Agreement shall be available at
all reasonable times at the principal corporate trust office of the Warrant
Agent for inspection by the holder of any Warrant Certificate. The Warrant Agent
may require such holder to submit his Warrant Certificate for inspection by it.

     6.10 Governing Law. This Agreement and each Warrant Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
[Delaware] and for all purposes shall be construed in accordance with the laws
of such State.

     6.11 Successors. All the covenants and provisions of this Agreement by or
for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.

     6.12 Termination. This Agreement shall terminate at the close of business
on the Expiration Date. Notwithstanding the foregoing, this Agreement will
terminate on any earlier date when the Warrants have been exercised.

                                       12

EX-4.31

                                                                    EXHIBIT 4.31

                                  FORM OF STOCK
                           PURCHASE CONTRACT AGREEMENT


                                 RADIO ONE, INC.

                                       AND

                            [PURCHASE CONTRACT AGENT]

                         DATED AS OF __________________



                                TABLE OF CONTENTS



                                                                                                      Page
                                                                                                      ----
                                                                                                   
ARTICLE ONE
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ..........................................     1
  Section 1.01.   Definitions ......................................................................     1
  Section 1.02.   Compliance Certificates and Opinions .............................................     5
  Section 1.03.   Form of Documents Delivered to Agent .............................................     5
  Section 1.04.   Acts of Holders; Record Dates ....................................................     6
  Section 1.05.   Notices, etc., to Agent and the Company ..........................................     7
  Section 1.06.   Notice to Holders; Waiver ........................................................     7
  Section 1.07.   Effect of Headings and Table of Contents .........................................     7
  Section 1.08.   Successors and Assigns ...........................................................     7
  Section 1.09.   Separability Clause ..............................................................     7
  Section 1.10.   Benefits of Agreement ............................................................     7
  Section 1.11.   Governing Law ....................................................................     8
  Section 1.12.   Legal Holidays ...................................................................     8
  Section 1.13.   Counterparts .....................................................................     8
  Section 1.14.   Inspection of Agreement ..........................................................     8

ARTICLE TWO
  SECURITY CERTIFICATE FORMS .......................................................................     8
  Section 2.01.   Forms of Security Certificates Generally .........................................     8
  Section 2.02.   Form of Agent's Certificate of Authentication ....................................     8

ARTICLE THREE
  THE SECURITIES ...................................................................................     8
  Section 3.01.   Title and Terms; Denominations ...................................................     8
  Section 3.02.   Rights and Obligations Evidenced by the Security Certificates ....................     9
  Section 3.03.   Execution, Authentication, Delivery and Dating ...................................     9
  Section 3.04.   Temporary Security Certificates ..................................................     9
  Section 3.05.   Registration; Registration of Transfer and Exchange ..............................    10
  Section 3.06.   Mutilated, Destroyed, Lost and Stolen Security Certificates ......................    11
  Section 3.07.   Persons Deemed Owners ............................................................    12
  Section 3.08.   Cancellation .....................................................................    12
  Section 3.09.   Securities Not Separable .........................................................    12

ARTICLE FOUR
  THE PLEDGED SECURITIES ...........................................................................    13
  Section 4.01.   Payment of Distributions; Rights to Distributions Preserved ......................    13
  Section 4.02.   Transfer of Pledged Securities Upon Occurrence of Termination Event ..............    13

ARTICLE FIVE
  THE PURCHASE CONTRACTS ...........................................................................    14
  Section 5.01.   Purchase of Shares of Common Stock ...............................................    14
  Section 5.02.   Contract Fees ....................................................................    14
  Section 5.03.   Deferral of Payment Dates for Contract Fee .......................................    15
  Section 5.04.   Payment of Purchase Price ........................................................    15
  Section 5.05.   Issuance of Share of Common Stock ................................................    15
  Section 5.06.   Adjustment of Settlement Rate ....................................................    16
  Section 5.07.   Notice of Adjustments and Certain Other Events ...................................    19
  Section 5.08.   Termination Event; Notice ........................................................    19


                                        i



                                                                                                     
  Section 5.09.   Early Settlement .................................................................    20
  Section 5.10.   No Fractional Shares .............................................................    20
  Section 5.11.   Charges and Taxes ................................................................    21

ARTICLE SIX
  REMEDIES .........................................................................................    21
  Section 6.01.   Unconditional Right of Holders to Receive Contract Fee ...........................    21
  Section 6.02.   Restoration of Rights and Remedies ...............................................    21
  Section 6.03.   Rights and Remedies Cumulative ...................................................    21
  Section 6.04.   Delay or Omission Not Waiver .....................................................    21
  Section 6.05.   Undertaking for Costs ............................................................    21

ARTICLE SEVEN
  THE AGENT ........................................................................................    22
  Section 7.01.   Certain Duties and Responsibilities ..............................................    22
  Section 7.02.   Notice of Default ................................................................    22
  Section 7.03.   Certain Rights of Agent ..........................................................    23
  Section 7.04.   Not Responsible for Recitals or Issuance of Securities ...........................    23
  Section 7.05.   May Hold Securities ..............................................................    23
  Section 7.06.   Money Held in Trust ..............................................................    23
  Section 7.07.   Compensation and Reimbursement ...................................................    23
  Section 7.08.   Corporate Agent Required; Eligibility ............................................    24
  Section 7.09.   Resignation and Removal; Appointment of Successor ................................    24
  Section 7.10.   Acceptance of Appointment by Successor ...........................................    25
  Section 7.11.   Merger, Consolidation or Succession to Business ..................................    25
  Section 7.12.   Preservation of Information; Communications to Holders ...........................    25
  Section 7.13.   No Obligations of Agent ..........................................................    26
  Section 7.14.   Tax Compliance ...................................................................    26

ARTICLE EIGHT
  SUPPLEMENTAL AGREEMENTS ..........................................................................    26
  Section 8.01.   Supplemental Agreements Without Consent of Holders ...............................    26
  Section 8.02.   Supplemental Agreements with Consent of Holders ..................................    26
  Section 8.03.   Execution of Supplemental Agreements .............................................    27
  Section 8.04.   Effect of Supplemental Agreements ................................................    27
  Section 8.05.   Reference to Supplemental Agreements .............................................    27

ARTICLE NINE
  CONSOLIDATION, MERGER, SALE OR CONVEYANCE ........................................................    27
  Section 9.01.   Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under
                  Certain Conditions ...............................................................    27
  Section 9.02.   Rights and Duties of Successor Corporation .......................................    28
  Section 9.03.   Opinion of Counsel to Agent ......................................................    28

ARTICLE TEN
  COVENANTS ........................................................................................    28
  Section 10.01.  Performance Under Purchase Contracts .............................................    28
  Section 10.02.  Maintenance of Office or Agency ..................................................    28
  Section 10.03.  Company to Reserve Common Stock ..................................................    28
  Section 10.04.  Covenants as to Common Stock .....................................................    29
  Section 10.05.  Statements of Officers of the Company as to Default ..............................    29



                                       ii



     PURCHASE CONTRACT AGREEMENT, dated as of ____________ between RADIO ONE,
INC., a Delaware corporation (the "Company"), and [PURCHASE CONTRACT AGENT],
acting as purchase contract agent for the Holders of Securities from time to
time (the "Agent").

                                    RECITALS

     A. The Company has duly authorized the execution and delivery of this
Agreement and the Security Certificates evidencing the Securities.

     B. All things necessary to make the Company's obligations under the
Securities, when the Security Certificates are executed by the Company and
authenticated, executed on behalf of the Holders and delivered by the Agent, as
in this Agreement provided, the valid obligations of the Company, and to
constitute these presents a valid agreement of the Company, in accordance with
its terms, have been done.

                                   WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed as follows:

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.01. Definitions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular; and

          (2) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision.

     "Act" when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person, For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Agent" means the Person named as the "Agent" in the first paragraph of
this instrument until a successor Agent shall have become such pursuant to the
applicable provisions of this Agreement, and thereafter.

     "Agent" shall mean the Person who is then the Agent hereunder.

     "Agreement" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more agreements supplemental
hereto entered into pursuant to the applicable provisions hereof.

     "Applicable Market Value" has the meaning specified in Section 5.01.

     "Board of Directors" means the board of directors of the Company or a duly
authorized committee of that board.

     "Board Resolution" means one or more resolutions of the Board of Directors,
a copy of which has been certified by the Secretary or an Assistant Secretary of
the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification and delivered to the
Agent.



     "Business Day" means any day that is not a Saturday, Sunday or a day on
which the NYSE or banking institutions or trust companies in the City of New
York are authorized or obligated by law or executive order to be closed.

     "Closing Price" has the meaning specified in Section 5.01.

     "Collateral Agent" means _____________, as Collateral Agent under the
Pledge Agreement until a successor Collateral Agent shall have become such
pursuant to the applicable provisions of the Pledge Agreement, and thereafter
"Collateral Agent" shall mean the Person who is then the Collateral Agent
thereunder.

     "Common Stock" means the class D Common Stock, par value $0.001 per share,
of the Company.

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor shall have become such, and thereafter
"Company" shall mean such successor.

     "Contract Fee" means the fee payable by the Company in respect of each
Purchase Contract, equal to __% per annum of the Stated Amount, accruing from
____________, 20__, computed on the basis of the actual number of days elapsed
in a year of 365 or 366 days, as the case may be, plus any additional fees
accrued pursuant to Section 5.03.

     "Corporate Trust Office" means the principal office of the Agent in
[_________________], at which at any particular time its corporate trust
business shall be administered, which office at the date hereof is located at
[_____________________].

     "Current Market Price" has the meaning specified in Section 5.06(a)(8).

     "Depositary" means a clearing agency registered under the Exchange Act that
is designated to act as Depositary for the Securities as contemplated by Section
3.05.

     "Early Settlement" has the meaning specified in Section 5.09(a).

     "Early Settlement Amount" has the meaning specified in Section 5.09(a).

     "Early Settlement Date" has the meaning specified in Section 5.09(a).

     "Early Settlement Rate" has the meaning specified in Section 5.09(b)

     "Exchange Act" means the Securities Act of 1934 and any statute successor
thereto, in each case as amended from time to time.

     "Excess Pledged Securities" has the meaning specified in Section 4.02.

     "Expiration Date" has the meaning specified in Section 1.04.

     "Expiration Time" has the meaning specified in Section 5.06(a)(6).

     "Final Settlement Date" means ____________, 20__.

     "Final Settlement Fund" has the meaning specified in Section 5.05.

     "Global Security Certificate" means a Security Certificate that evidences
all or part of the Securities and is registered in the name of a Depositary or a
nominee thereof.

     "Holder," when used with respect to a Security Certificate (or a Security),
means a Person in whose name the Security evidenced by such Security Certificate
(or the Security Certificate evidencing such Security) is registered in the
Security Register.

                                      -2-



     "Issuer Order" or "Issuer Request" means a written order or request signed
in the name of the Company by its Chairperson of the Board, any Vice
Chairperson, its President or a Vice President and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Agent.

     "NYSE" has the meaning specified in Section 5.01.

     "Officer's Certificate" means a certificate signed by the Chairperson of
the Board, any Vice Chairperson, the President or any Vice President and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company and delivered to the Agent.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company.

     "Outstanding Securities" means, as of the date of determination, all
Securities evidenced by then Outstanding Security Certificates, except:

          (i) If a Termination Event has occurred, Securities for which the
     underlying Pledged Securities have been theretofore deposited with the
     Agent in trust for the Holders of such Securities; and

          (ii) On and after the applicable Early Settlement Date, Securities as
     to which the Holder has elected to effect Early Termination of the related
     Purchase Contracts; provided, however, that in determining whether the
     Holders of the requisite number of Securities have given any request,
     demand, authorization, direction, notice, consent or waiver hereunder,
     Securities owned by the Company or any Affiliate of the Company shall be
     disregarded and deemed not to be outstanding, except that, in determining
     whether the Agent shall be protected in relying upon any such request,
     demand, authorization, direction, notice, consent or waiver, only
     Securities which the Agent knows to be so owned shall be so disregarded.
     Securities so owned which have been pledged in good faith may be regarded
     as outstanding if the pledgee establishes to the satisfaction of the Agent
     the pledgee's right so to act with respect to such Securities and that the
     pledgee is not the Company or any Affiliate of the Company.

     "Outstanding Security Certificates" means, as of the date of determination,
all Security Certificates theretofore authenticated, executed and delivered
under this Agreement, except:

          (i) Security Certificates theretofore cancelled by the Agent or
     delivered to the Agent for cancellation; and

          (ii) Security Certificates in exchange for or in lieu of which other
     Security Certificates have been authenticated, executed on behalf of the
     Holder and delivered pursuant to this Agreement, other than any such
     Security Certificate in respect of which there shall have been presented to
     the Agent proof satisfactory to it that such Security Certificate is held
     by a bona fide purchaser in whose hands the Securities evidenced by such
     Security Certificate are valid obligations of the Company.

     "Payment Date" means each _________ and ___________, commencing
____________, 20__.

     "Persons" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "Pledge" means the pledge under the Pledge Agreement of the Pledged
Securities constituting a part of the Securities.

     "Pledge Agreement" means the Pledge Agreement, in the form of Exhibit B,
dated as of the date hereof, among the Company, the Collateral Agent and the
Agent, on its own behalf and as attorney-in-fact for the Holders from time to
time of the Securities.

     "Pledged Securities" means __________.

                                      -3-



     "Predecessor Security Certificate" of any particular Security Certificate
means every previous Security Certificate evidencing all or a portion of the
rights and obligations of the Holder under the Securities evidenced thereby;
and, for the purposes of this definition, any Security Certificate authenticated
and delivered under Section 3.06 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security Certificate shall be deemed to evidence the
same rights and obligations of the Holder as the mutilated, destroyed, lost or
stolen Security Certificate.

     "Purchase Contract," when used with respect to any Security, means the
contract obligating the Company to sell and the Holder of such Security to
purchase Common Stock on the terms and subject to the conditions set forth in
Article Five hereof.

     "Purchased Shares" has the meaning specified in Section 5.06(a)(6).

     "Record Date" for the distributions and Contract Fees payable on any
Payment Date means the _____________ or _______________ (whether or not a
Business Day), as the case may be, next preceding such Payment Date.

     "Reorganization Event" has the meaning specified in Section 5.06(b).

     "Responsible Officer," when used with respect to the Agent, means any
officer of the Agent assigned by the Agent to administer its corporate trust
matters.

     "Security" means the collective rights and obligations of a Holder of a
Security Certificate in respect of Pledged Securities with a principal amount or
liquidation preference equal to the Stated Amount, subject to the Pledge
thereof, and a Purchase Contract.

     "Security Certificate" means a certificate evidencing the rights and
obligations of a Holder in respect of the number of Securities specified on such
certificate.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.05.

     "Settlement Rate" has the meaning specified in Section 5.01.

     "Stated Amount" means $_______________.

     "Termination Date" means the date, if any, on which a Termination Event
occurs.

     "Termination Event" means the occurrence of any of the following events:
(i) at any time on or prior to the Final Settlement Date, a decree or order by a
court having jurisdiction in the premises shall have been entered adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization of the Company under the United States Bankruptcy Code or
any other similar applicable Federal or State law, and, unless such decree or
order shall have been entered within 60 days prior to the Final Settlement Date,
such decree or order shall have continued undischarged and unstayed for a period
of 60 days; or (ii) a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver or liquidator or trustee or assignee
in bankruptcy or insolvency of the Company or of its property, or for the
winding up or liquidation of its affairs, shall have been entered, and, unless
such decree or order shall have been entered within 60 days prior to the Final
Settlement Date, such decree or order shall have continued undischarged and
unstayed for a period of 60 days; or (iii) at any time on or prior to the Final
Settlement Date the Company shall institute proceedings to be adjudicated a
bankrupt, or shall consent to the filing of a bankruptcy proceeding against it,
or shall file a petition or answer or consent seeking reorganization under the
United States Bankruptcy Code or any other similar applicable Federal or State
law, or shall consent to the filing of any such petition, or shall consent to
the appointment of a receiver or liquidator or trustee or assignee in bankruptcy
or insolvency of it or of its property, or shall make an assignment for the
benefit of creditors, or shall admit in writing its inability to pay its debts
generally as they become due.

     "Threshold Appreciation Price" has the meaning specified in Section 5.01.

                                       -4-



     "TIA" means the Trust Indenture Act of 1939, as amended, or any successor
statute.

     "Trading Day" has the meaning specified in Section 5.01.

     "Underwriting Agreement" means the Underwriting Agreement dated
____________, 200_, between the Company and ________________, as representative
of the several Underwriters named therein.

     "Vice President" means any vice president, whether or not designated by a
number or a word or words added before or after the title "vice president."

     Section 1.02. Compliance Certificates and Opinions. Except as otherwise
expressly provided by this Agreement, upon any application or request by the
Company to the Agent to take any action under any provision of this Agreement,
the Company shall furnish to the Agent an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Agreement relating to such particular application or request, no
additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Agreement shall include:

          (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

         (3) a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

          (4) a statement as to whether, in the opinion of each such individual,
     such condition or covenant has been complied with.

     Section 1.03. Form of Documents Delivered to Agent. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement, they may, but need not, be consolidated and
form one instrument.

                                      -5-



     Section 1.04. Acts of Holders; Record Dates. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Agreement to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Agent and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and (subject to Section 7.01)
conclusive in favor of the Agent and the Company, if made in the manner provided
in this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Agent deems sufficient.

     (c) The ownership of Securities shall be proved by the Security Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security Certificate evidencing such
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Agent or the Company in reliance thereon, whether or not notation
of such action is made upon such Security Certificate.

     (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Securities. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite number of Outstanding Securities on such record
date. Nothing in this paragraph shall be construed to prevent the Company from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be canceled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite number of Outstanding Securities on
the date such action is taken. Promptly after any record date is set pursuant to
this paragraph, the Company, at its own expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Agent in writing and to each Holder of Securities in the
manner set forth in Section 1.06.

With respect to any record date set pursuant to this Section, the Company may
designate any date as the "Expiration Date" and from time to time may change the
Expiration Date to any earlier or later day; provided that no such change shall
be effective unless notice of the proposed new Expiration Date is given to the
Agent in writing, and to each Holder of Securities in the manner set forth in
Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the Company shall be deemed to have initially designated the 180th day after
such record date as the Expiration Date with respect thereto, subject to its
right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

     Section 1.05. Notices, etc., to Agent and the Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Agreement to be made upon, given or
furnished to, or filed with,

                                       -6-



         (1) the Agent by any Holder or by the Company shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or filed in writing and personally delivered or
     mailed, first class postage prepaid, to the Agent at _______________,
     Attention: Stock Transfer Department, or at any other address previously
     furnished in writing by the Agent to the Holders and the Company, or

         (2) the Company by the Agent or by any Holder shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or filed in writing and personally delivered or
     mailed, first-class postage prepaid, to the Company at 5900 Princess Garden
     Parkway, 7th Floor, Lanham, MD 20706-2969, Attention: Linda J. Eckard
     Vilardo, or at any other address previously furnished in writing to the
     Agent by the Company.

     Section 1.06. Notice to Holders; Waiver. Where this Agreement provides for
notice to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first class
postage prepaid, to each Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders.

     Where this Agreement provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Agent, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Agent shall constitute a
sufficient notification for every purpose hereunder.

     Section 1.07. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 1.08. Successors and Assigns. All covenants and agreements in this
Agreement by the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 1.09. Separability Clause. In case any provision in this Agreement
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions hereof and thereof shall
not in any way be affected or impaired thereby.

     Section 1.10. Benefits of Agreement. Nothing in this Agreement or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefits or any legal
or equitable right, remedy or claim under this Agreement. The Holders from time
to time shall be beneficiaries of this Agreement and shall be bound by all of
the terms and conditions hereof and of the Securities evidenced by their
Security Certificates by their acceptance of delivery thereof.

     Section 1.11. Governing Law. This Agreement and the Securities shall be
governed by and construed in accordance with the laws of the State of New York.

     Section 1.12. Legal Holidays. In any case where any Payment Date, any Early
Settlement Date or the Final Settlement Date shall not be a Business Day, then
(notwithstanding any other provision of this Agreement or of the Securities)
payment in respect of distributions on Pledged Securities or Contract Fees shall
not be made, Purchase Contracts shall not be performed and Early Settlement
shall not be effected on such date, but such payments shall be made, or the
Purchase Contracts shall be performed or Early Settlement effected, as
applicable, on the next succeeding Business Day with the same force and effect
as if made on such Payment Date, Early Settlement Date or Final Settlement Date,
as the case may be; provided, that no interest shall accrue or be payable by the
Company or any Holder

                                       -7-



for the period from and after any such Payment Date, Early Settlement Date or
Final Settlement Date, as the case may be.

     Section 1.13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall together constitute one and the same instrument.

     Section 1.14. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the Corporate Trust Office for inspection
by any Holder.

                                   ARTICLE TWO
                           SECURITY CERTIFICATE FORMS

     Section 2.01. Forms of Security Certificates Generally. The Security
Certificates (including the form of Purchase Contracts forming part of the
Securities evidenced thereby) shall be in substantially the form set forth in
Exhibit A hereto, with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as may be required by the rules of any securities exchange on which the
Securities are listed or Depositary therefor, or as may, consistently herewith,
be determined by the officers of the Company executing such Security
Certificates, as evidenced by their execution of the Security Certificates.

     The definitive Security Certificates shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers of the Company executing the Security
Certificates, consistent with the provisions of this Agreement, as evidenced by
their execution thereof.

     Every Global Security Certificate authenticated, executed on behalf of the
Holders and delivered hereunder shall bear a legend in substantially the
following form:

         THIS SECURITY CERTIFICATE IS A GLOBAL SECURITY CERTIFICATE WITHIN THE
         MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND
         IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
         SECURITY CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
         SECURITY CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS SECURITY
         CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
         PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF. EXCEPT IN THE
         LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

     Section 2.02. Form of Agent's Certificate of Authentication. The form of
the Agent's certificate of authentication of the Securities shall be in
substantially the form set forth on the form of the Security Certificates.

                                  ARTICLE THREE
                                 THE SECURITIES

     Section 3.01. Title and Terms; Denominations. The aggregate number of
Securities evidenced by Security Certificates authenticated, executed on behalf
of the Holders and delivered hereunder is limited to _________ (subject to
increase up to a maximum of _____________ to the extent the overallotment option
of the underwriters under the Underwriting Agreement is exercised), except for
Security Certificates authenticated, executed and delivered upon registration of
transfer of, in exchange for, or in lieu of, other Security Certificates
pursuant to Section 3.04, 3.05, 3.06, 5.09 or 8.05.

     The Security Certificates shall be issuable only in registered form and
only in denominations of a single Security and any integral multiple thereof.

     Section 3.02. Rights and Obligations Evidenced by the Security
Certificates. Each Security Certificate shall evidence the number of Securities
specified therein, with each such Security representing the ownership by the
Holder thereof of Pledged Securities with a principal amount or liquidation
preference equal to the Stated Amount, subject to

                                       -8-



the Pledge of such Pledged Securities by such Holder pursuant to the Pledge
Agreement, and the rights and obligations of the Holder under one Purchase
Contract. Prior to the purchase, if any, of shares of Common Stock under the
Purchase Contracts, the Securities shall not entitle the Holders to any of the
rights of a holder of shares of Common Stock, including, without limitation, the
right to vote or receive any dividends or other payments or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or for
the election of directors of the Company or for any other matter, or any other
rights whatsoever as stockholders of the Company, except to the extent otherwise
expressly provided in this Agreement.

     Section 3.03. Execution, Authentication, Delivery and Dating. Upon the
execution and delivery of this Agreement, and at any time and from time to time
thereafter, the Company may deliver Security Certificates executed by the
Company to the Agent for authentication, execution on behalf of the Holders and
delivery, together with its Issuer Order for authentication of such Security
Certificates, and the Agent in accordance with such Issuer Order shall
authenticate, execute on behalf of the Holder and deliver such Security
Certificates.

     The Security Certificates shall be executed on behalf of the Company by its
Chairperson of the Board, its Vice Chairperson of the Board, its President or
one of its Vice Presidents, under its corporate seal reproduced thereon attested
by its Secretary or one of its Assistant Secretaries. The signature of any of
these officers on the Security Certificates may be manual or facsimile.

     Security Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Security
Certificates or did not hold such offices at the date of such Security
Certificates.

     No Purchase Contract underlying a Security evidenced by a Security
Certificate shall be valid until such Security Certificate has been executed on
behalf of the Holder by the manual signature of an authorized signatory of the
Agent, as such Holder's attorney-in-fact. Such signature by an authorized
signatory of the Agent shall be conclusive evidence that the Holder of such
Security Certificate has entered into the Purchase Contracts underlying the
Securities evidenced by such Security Certificate.

     Each Security Certificate shall be dated the date of its authentication.

     No Security Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose unless there appears on such
Security Certificate a certificate of authentication substantially in the form
provided for herein executed by an authorized signatory of the Agent by manual
signature, and such certificate upon any Security Certificate shall be
conclusive evidence, and the only evidence, that such Security Certificate has
been duly authenticated and delivered hereunder.

     Section 3.04. Temporary Security Certificates. Pending the preparation of
definitive Security Certificates, the Company shall execute and deliver to the
Agent, and the Agent shall authenticate, execute on behalf of the Holders, and
deliver, in lieu of such definitive Security Certificates, temporary Security
Certificates which are in substantially the form set forth in Exhibit A hereto,
with such letters, numbers or other marks of identification or designation and
such legends or endorsements printed, lithographed or engraved thereon as may be
required by the rules of any securities exchange on which the Securities are
listed, or as may, consistently herewith, be determined by the officers of the
Company executing such Security Certificates, as evidenced by their execution of
the Security Certificates.

     If temporary Security Certificates are issued, the Company will cause
definitive Security Certificates to be prepared without unreasonable delay.
After the preparation of definitive Security Certificates, the temporary
Security Certificates shall be exchangeable for definitive Security Certificates
upon surrender of the temporary Security Certificates at the Corporate Trust
Office, at the expense of the Company and without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Security Certificates,
the Company shall execute and deliver to the Agent, and the Agent shall
authenticate, execute on behalf of the Holder, and deliver in exchange therefor,
one or more definitive Security Certificates of authorized denominations and
evidencing a like number of Securities as the temporary Security Certificate or
Security Certificates so surrendered. Until so exchanged, the temporary Security
Certificates shall

                                       -9-



in all respects evidence the same benefits and the same obligations with respect
to the Securities evidenced thereby as definitive Security Certificates.

     Section 3.05. Registration; Registration of Transfer and Exchange. The
Agent shall keep at the Corporate Trust Office a register (the register
maintained in such office being herein referred to as the "Security Register")
in which, subject to such reasonable regulations as it may prescribe, the Agent
shall provide for the registration of Security Certificates and of transfers of
Security Certificates (the Agent, in such capacity, the "Security Registrar").

     Upon surrender for registration of transfer of any Security Certificate at
the Corporate Trust Office, the Company shall execute and deliver to the Agent,
and the Agent shall authenticate, execute on behalf of the designated transferee
or transferees, and deliver, in the name of the designated transferee or
transferees, one or more new Security Certificates of any authorized
denominations and evidencing a like number of Securities.

     At the option of the Holder, Security Certificates may be exchanged for
other Security Certificates, of any authorized denominations and evidencing a
like number of Securities, upon surrender of the Security Certificates to be
exchanged at the Corporate Trust Office. Whenever any Security Certificates are
so surrendered for exchange, the Company shall execute and deliver to the Agent,
and the Agent shall authenticate, execute on behalf of the Holder, and deliver
the Security Certificates which the Holder making the exchange is entitled to
receive.

     All Security Certificates issued upon any registration of transfer or
exchange of a Security Certificate shall evidence the ownership of the same
number of Securities and be entitled to the same benefits and subject to the
same obligations, under this Agreement as the Securities evidenced by the
Security Certificate surrendered upon such registration of transfer or exchange.

     Every Security Certificate presented or surrendered for registration of
transfer or for exchange shall (if so required by the Agent) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Agent duly executed, by the Holder thereof or his attorney
duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of a Security Certificate, but the Company and the Agent may require
payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Security Certificates, other than any exchanges pursuant
to Sections 3.06 and 8.05 not involving any transfer. Notwithstanding the
foregoing, the Company shall not be obligated to execute and deliver to the
Agent, and the Agent shall not be obligated to authenticate, execute on behalf
of the Holder and deliver any Security Certificate presented or surrendered for
registration of transfer or for exchange on or after the Final Settlement Date
or the Termination Date. In lieu of delivery of a new Security Certificate, upon
satisfaction of the applicable conditions specified above in this Section and
receipt of appropriate registration or transfer instructions from such Holder,
the Agent shall (i) if the Final Settlement Date has occurred, deliver the
shares of Common Stock issuable in respect of the Purchase Contracts forming a
part of the Securities evidenced by such Security Certificate, or (ii) if a
Termination Event shall have occurred prior to the Final Settlement Date,
transfer the principal amount or liquidation amount, as the case may be, of the
Pledged Securities evidenced thereby, in each case subject to the applicable
conditions and in accordance with the applicable provisions of Article Five
hereof.

     The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Security Certificates:

         (1) Each Global Security Certificate authenticated and executed on
     behalf of the Holders under this Agreement shall be registered in the name
     of the Depositary designated for such Global Security Certificate or a
     nominee thereof and delivered to such Depositary or a nominee thereof or
     custodian therefor, an each such Global Security Certificate shall
     constitute a single Security Certificate for all purposes of this
     Agreement.

         (2) Notwithstanding any other provision in this Agreement, no Global
     Security Certificate may be exchanged in whole or in part of Security
     Certificates registered, and no transfer for a Global Security Certificate
     in whole or in part may be registered, in the name of any Person other than
     the Depositary for such Global Security Certificate or a nominee thereof
     unless (A) such Depositary (i) has notified the Company that it is
     unwilling or unable to

                                      -10-



     continue as Depositary for such Global Security Certificate or (ii) has
     ceased to be a clearing agency registered under the Exchange Act or (b)
     there shall have occurred and be continuing a default by the Company in
     respect to its obligations under one or more Purchase Contracts.

          (3) Subject to Clause (2) above, any exchange of a Global Security
     Certificate for other Security Certificates may be made in whole or in
     part, and all Security Certificates issued in exchange for a Global
     Security Certificate or any portion thereof shall be registered in such
     names as the Depositary for such Global Security Certificate shall direct.

          (4) Every Security Certificate authenticated and delivered upon
     registration of transfer of, or in exchange for or in lieu of, a Global
     Security Certificate or any portion thereof, whether pursuant to this
     Section, Section 3.04, 3.06, 5.09 or 8.05 or otherwise, shall be
     authenticated, executed on behalf of the Holders and delivered in the form
     of, and shall be, a Global Security Certificate, unless such Security
     Certificate is registered in the name of a Person other than the Depositary
     for such Global Security Certificate or a nominee thereof.

     Section 3.06. Mutilated, Destroyed, Lost and Stolen Security Certificates.
If any mutilated Security Certificate is surrendered to the Agent, the Company
shall execute and deliver to the Agent, and the Agent shall authenticate,
execute on behalf of the Holder, and deliver in exchange therefor, a new
Security Certificate, evidencing the same number of Securities and bearing a
number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Agent (i) evidence to
their satisfaction of the destruction, loss or theft of any Security
Certificate, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of any of them harmless, then, in the absence of
notice to the Company or the Agent that such Security Certificate has been
acquired by a bona fide purchaser, the Company shall execute and deliver to the
Agent, and the Agent shall authenticate, execute on behalf of the Holder, and
deliver to the Holder, in lieu of any such destroyed, lost or stolen Security
Certificate, a new Security Certificate, evidencing the same number of
Securities and bearing a number not contemporaneously outstanding.

     Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Agent, and the Agent shall not be obligated to
authenticate, execute on behalf of the Holder, and deliver to the Holder, a
Security Certificate on or after the Final Settlement Date or the Termination
Date. In lieu of delivery of a new Security Certificate, upon satisfaction of
the applicable conditions specified above in this Section and receipt of
appropriate registration or transfer instructions from such Holder, the Agent
shall (i) if the Final Settlement Date has occurred, deliver the shares of
Common Stock issuable in respect of the Purchase Contracts forming a part of the
Securities evidenced by such Security Certificate, or (ii) if a Termination
Event shall have occurred prior to the Final Settlement Date, transfer the
principal amount of the Pledged Securities evidenced thereby, in each case
subject to the applicable conditions and in accordance with the applicable
provisions of Article Five hereof.

     Upon the issuance of any new Security Certificate under this Section, the
Company and the Agent may require the payment by the Holder of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Agent)
connected therewith.

     Every new Security Certificate issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security Certificate shall constitute an original
additional contractual obligation of the Company and of the Holder, whether or
not the destroyed, lost or stolen Security Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits and be subject
to all the obligations of this Agreement equally and proportionately with any
and all other Security Certificates delivered hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
settlement of mutilated, destroyed, lost or stolen Security Certificates.

     Section 3.07. Persons Deemed Owners. Prior to due presentment of a Security
Certificate for registration of transfer, the Company and the Agent, and any
agent of the Company or the Agent, may treat the Person in whose name such
Security Certificate is registered as the owner of the Securities evidenced
thereby, for the purpose of receiving

                                      -11-



payments of distributions on the Pledged Securities, receiving payments of
Contract Fees, performance of the Purchase Contracts and for all other purposes
whatsoever, whether or not the payment of distributions on the Pledged
Securities or any Contract Fee payable in respect of the Purchase Contracts
constituting a part of the Securities evidenced thereby shall be overdue and
notwithstanding any notice to the contrary, and neither the Company nor the
Agent, nor any agent or the Company or the Agent, shall be affected by notice to
the contrary.

     Notwithstanding the foregoing, with respect to any Global Security
Certificate, nothing herein shall prevent the Company, the Agent or any agent of
the Company or the Agent, from giving effect to any written certification, proxy
or other authorization furnished by any Depositary (or its nominee), as a
Holder, with respect to such Global Security Certificate or impair, as between
such Depositary and owners of beneficial interests in such Global Security
Certificate, the operation of customary practices governing the exercise of
rights of such Depositary (or its nominee) as Holder of such Global Security
Certificate.

     Section 3.08. Cancellation. All Security Certificates surrendered for
delivery of shares of Common Stock on or after the Final Settlement Date,
transfer of Pledged Securities after the occurrence of a Termination Event or
pursuant to an Early Settlement or registration of transfer or exchange shall,
if surrendered to any Person other than the Agent, be delivered to the Agent
and, if not already cancelled, shall be promptly cancelled by it. The Company
may at any time deliver to the Agent for cancellation any Security Certificates
previously authenticated, executed and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Security Certificates so
delivered shall, upon Issuer Order, be promptly cancelled by the Agent. No
Security Certificates shall be authenticated, executed on behalf of the Holder
and delivered in lieu of or in exchange for any Security Certificates cancelled
as provided in this Section, except as expressly permitted by this Agreement.
All cancelled Security Certificates held by the Agent shall be disposed of as
directed by Issuer Order.

     If the Company or any Affiliate of the Company shall acquire any Security
Certificate, such acquisition shall not operate as a cancellation of such
Security Certificate unless and until such Security Certificate is delivered to
the Agent cancelled or for cancellation.

     Section 3.09. Securities Not Separable. Notwithstanding anything contained
herein or in the Security Certificates to the contrary, for so long as the
Purchase Contract underlying a Security remains in effect such Security shall
not be separable into its constituent parts, and the rights and obligations of
the Holder of such Security in respect of the Pledged Securities and Purchase
Contracts constituting such Security may be acquired, and may be transferred and
exchanged, only as a Security. Other than a Security Certificate evidencing a
Security, no Holder of a Security, or any transferee thereof, shall be entitled
to receive a certificate evidencing the ownership of Pledged Securities or the
rights and obligations of the Holder and the Company under a Purchase Contract
for so long as the Purchase Contract underlying the Security remains in effect.

                                  ARTICLE FOUR
                             THE PLEDGED SECURITIES

     Section 4.01. Payment of Distributions; Rights to Distributions Preserved.
Distributions on any Pledged Security which is paid on any Payment Date shall,
subject to receipt thereof by the Agent from the Collateral Agent as provided by
the terms of the Pledge Agreement, be paid to the Person in whose name the
Security Certificate (or one or more Predecessor Security Certificates) of which
such Pledged Security is a part is registered at the close of business on the
Record Date next preceding such Payment Date.

     Each Security Certificate evidencing Pledged Securities delivered under
this Agreement upon registration of transfer of or in exchange for or in lieu of
any other Security Certificate shall carry the rights to distributions accrued
and unpaid, and to accrue, which were carried by the Pledged Securities
underlying such other Security Certificate.

     In the case of any Security with respect to which Early Settlement of the
underlying Purchase Contract is effected on an Early Settlement Date after any
Record Date and on or prior to the next succeeding Payment Date, distributions
on the Pledged Securities underlying such Security otherwise payable on such
Payment Date shall be payable on such

                                      -12-



Payment Date notwithstanding such Early Settlement, and such distributions
shall, subject to receipt thereof by the Agent, be paid to the Person in whose
name the Security Certificate (or one or more Predecessor Security Certificates)
is registered at the close of business on the Record Date. Except as otherwise
expressly provided in the immediately preceding sentence, in the case of any
Security with respect to which Early Settlement of the underlying Purchase
Contract is effected on an Early Settlement Date, distributions on the related
Pledged Securities that would otherwise be payable after the Early Settlement
Date shall not be payable hereunder to the Holder of such Security.

     Section 4.02. Transfer of Pledged Securities Upon Occurrence of Termination
Event. Upon the occurrence of a Termination Event and the transfer to the Agent
of the Pledged Securities underlying such Securities pursuant to the terms of
the Pledge Agreement, the Agent shall request transfer instructions with respect
to such Pledged Securities from each Holder of Securities by written request
mailed to such Holder at his address as it appears in the Security Register, in
respect of the Pledged Securities underlying the Security Certificate held by
such Holder. Upon surrender to the Agent of a Security Certificate with such
transfer instructions in proper form for transfer of the Pledged Securities by
Federal Reserve BankWire, book entry transfer through the facilities of the
Depositary Trust Company, or other appropriate procedure, the Agent shall
transfer the Pledged Securities evidenced by such Security Certificate to such
Holder in accordance with such instructions. If a Security Certificate is not
duly surrendered to the Agent with appropriate transfer instructions, the Agent
shall hold the Pledged Securities evidenced by such Security Certificate as
custodian for the Holder of such Security Certificate.

     Pledged Securities shall be transferred only in denominations of
$__________ and integral multiples thereof. As promptly as practicable following
the occurrence of a Termination Event, the Agent shall determine the excess of
(i) the aggregate principal amount or liquidation preference, as the case may
be, of Pledged Securities underlying the Outstanding Securities over (ii) the
aggregate principal amount or liquidation preference, as the case may be, of
Pledged Securities in denominations of $__________ and integral multiples
thereof transferrable to Holders of record on the date of such Termination Event
(such excess being herein referred to as the "Excess Pledged Securities"). As
soon as practicable after transfer to the Agent of the Pledged Securities
underlying the Outstanding Securities as provided in the Pledge Agreement, the
Agent shall sell the Excess Pledged Securities to or through one or more
registered broker dealers at then prevailing prices. The Agent shall deduct from
the proceeds of such sales all commissions and other out-of-pocket transaction
costs incurred in connection with such sales of Excess Pledged Securities and,
until the net proceeds of such sale or sales have been distributed to Holders of
the Securities, the Agent shall hold such proceeds in trust for the Holders of
Securities. Each Holder shall be entitled to receive a portion, if any, of such
net proceeds in lieu of Pledged Securities with a principal amount of less than
$____ determined by multiplying the aggregate amount of such net proceeds by a
fraction, the numerator of which is the fraction of $_____________ in principal
amount of Pledged Securities to which such Holder would otherwise be entitled
(after taking into account all Securities then held by such Holder) and the
denominator of which is the aggregate principal amount of Excess Pledged
Securities.

                                  ARTICLE FIVE
                             THE PURCHASE CONTRACTS

     Section 5.01. Purchase of Shares of Common Stock. Each Purchase Contract
shall obligate the Holder of the related Security to purchase, and the Company
to sell, on the Final Settlement Date at a price equal to the Stated Amount, a
number of shares of Common Stock equal to the Settlement Rate, unless, on or
prior to the Final Settlement Date, there shall have occurred a Termination
Event or an Early Settlement with respect to the Security of which such Purchase
Contract is a part. The "Settlement Rate" is equal to (a) if the Applicable
Market Value (as defined below) is greater than $____ (the "Threshold
Appreciation Price"), __________ of a share of Common Stock per Purchase
Contract, (b) if the Applicable Market Value is less than or equal to the
Threshold Appreciation Price but is greater than the Stated Amount, a fractional
share of Common Stock per Purchase Contract equal to the Stated Amount divided
by the Applicable Market Value (rounded upward or downward to the nearest
1/10,000th of a share) and (c) if the Applicable Market Value is less than or
equal to the Stated Amount, one share of Common Stock per Purchase Contract, in
each case subject to adjustment as provided in Section 5.06. As provided in
Section 5.10, no fractional shares of Common Stock will be issued upon
settlement of Purchase Contracts.

     The "Applicable Market Value" means the average of the Closing Prices per
share of Common Stock on each of the twenty consecutive Trading Days ending on
the last Trading Day immediately preceding the Final Settlement Date.

                                      -13-



The "Closing Price" of the Common Stock on any date of determination means the
closing sale price (or, if no closing price is reported, the last reported sale
price) of the Common Stock on the New York Stock Exchange (the "NYSE") on such
date or, if the Common Stock is not listed for trading on the NYSE on any such
date, as reported in the composite transactions for the principal United States
securities exchange on which the Common Stock is so listed, or if the Common
Stock is not so listed on a United States national or regional securities
exchange, as reported by The Nasdaq Stock Market, or, if the Common Stock is not
so reported, the last quoted bid price for the Common Stock in the over-
the-counter market as reported by the National Quotation Bureau or similar
organization, or, if such bid price is not available, the market value of the
Common Stock on such date as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company. A "Trading
Day" means a day on which the Common Stock (A) is not suspended from trading on
any national or regional securities exchange or association or over-the-counter
market at the close of business and (B) has traded at least once on the national
or regional securities exchange or association or over-the-counter market that
is the primary market for the trading of the Common Stock.

     Each Holder of a Security Certificate evidencing Securities, by his
acceptance thereof, irrevocably authorizes the Agent to enter into and perform
the related Purchase Contracts on his behalf as his attorney-in-fact, agrees to
be bound by the terms and provisions thereof, covenants and agrees to perform
his obligations under such Purchase Contracts, consents to the provisions
hereof, irrevocably authorizes the Agent as his attorney-in-fact to enter into
and perform the Pledge Agreement on his behalf as his attorney-in-fact, and
consents to and agrees to be bound by the Pledge of the Pledged Securities
underlying such Security Certificate pursuant to the Pledge Agreement. Each
Holder of a Security, by his acceptance thereof, further irrevocably covenants
and agrees that, to the extent and in the manner provided in Section 5.04 and
the Pledge Agreement, but subject to the terms thereof, payments in respect of
principal or redemption price of the Pledged Securities on the Final Settlement
Date shall be paid by the Collateral Agent to the Company in satisfaction of
such Holder's obligations under such Purchase Contract and such Holder shall
acquire no right, title or interest in such payments.

     Upon registration of transfer of a Security Certificate evidencing Purchase
Contracts, the transferee shall be bound (without the necessity of any other
action on the part of such transferee), under the terms of this Agreement, the
Purchase Contracts evidenced thereby and the Pledge Agreement and the transferor
shall be released from the obligations under the Purchase Contracts evidenced by
the Security Certificates so transferred. The Company covenants and agrees, and
each Holder of a Security Certificate, by his acceptance thereof, likewise
covenants and agrees, to be bound by the provisions of this paragraph.

     Section 5.02. Contract Fees. Subject to Section 5.03, the Company shall
pay, on each Payment Date, the Contract Fees payable in respect of each Purchase
Contract to the Person in whose name the Security Certificate (or one or more
Predecessor Security Certificates) evidencing such Purchase Contract is
registered at the close of business on the Record Date next preceding such
Payment Date. The Contract Fee will be payable at the office of the Agent in the
City of __________ maintained for that purpose or, at the option of the Company,
by check mailed to the address of the Person entitled thereto at such address as
it appears on the Security Register.

     Each Security Certificate delivered under this Agreement upon registration
of transfer of or in exchange for or in lieu of any other Security Certificate
shall carry the rights to Contract Fees accrued and unpaid, and to accrue, which
were carried by the Purchase Contracts evidenced by such other Security
Certificate.

     In the case of any Security with respect to which Early Settlement of the
underlying Purchase Contract is effected on an Early Settlement Date after any
Record Date and on or prior to the next succeeding Payment Date, Contract Fees
otherwise payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Early Settlement, and such Contract Fees shall be paid to
the Person in whose name the Security Certificate evidencing such Security (or
one or more Predecessor Security Certificates) is registered at the close of
business on such Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Security with respect to
which Early Settlement of the underlying Purchase Contract is effected on an
Early Settlement Date, Contract Fees that would otherwise be payable after the
Early Settlement Date with respect to the Purchase Contract underlying such
Security shall not be payable.

                                      -14-



     Section 5.03. Deferral of Payment Dates for Contract Fee. The Company shall
have the right, at any time prior to the Final Settlement Date, to defer the
payment of any or all of the Contract Fees otherwise payable on any Payment
Date, but only if the Company shall give the Holders and the Agent written
notice of its election to defer such payment (specifying the amount to be
deferred) at least ten Business Days prior to the earlier of (i) the next
succeeding Payment Date or (ii) the date the Company is required to give notice
of the Record Date or Payment Date with respect to payment of such Contract Fee
to the New York Stock Exchange or other applicable self-regulatory organization
or to Holders of the Securities, but in any event not less than two Business
Days prior to such Record Date. Any Contract Fees so deferred shall bear
additional Contract Fees thereon at the rate of per annum set forth in Appendix
_______ hereto (computed on the basis set forth in Appendix ____), compounding
on each succeeding Payment Date, until paid in full. Deferred Contract Fees (and
additional Contract Fees accrued thereon) shall be due on the next succeeding
Payment Date except to the extent that payment is deferred pursuant to this
Section. No Contract Fees may be deferred to a date that is after the Final
Settlement Date or, with respect to any particular Purchase Contract, Early
Settlement thereof.

     Section 5.04. Payment of Purchase Price. The purchase price for the shares
of Common Stock purchased pursuant to a Purchase Contract shall be paid by
application of payments received by the Company on the Final Settlement Date
from the Collateral Agent pursuant to the Pledge Agreement in respect of the
principal or redemption price, as the case may be, of the Pledged Securities
Pledged to secure the obligations of the relevant Holder under such Purchase
Contract. Such application shall satisfy in full the obligations under such
Purchase Contract of the Holder of the Security of which such Purchase Contract
is a part.

     The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment in full of the aggregate purchase
price for the shares of Common Stock to be purchased thereunder in the manner
herein set forth.

     Section 5.05. Issuance of Share of Common Stock. Unless a Termination Event
shall have occurred on or prior to the Final Settlement Date, on the Final
Settlement Date, upon its receipt of payment in full of the purchase price for
the shares of Common Stock purchased by the Holders pursuant to the foregoing
provisions of this Article, and subject to Section 5.06(b), the Company shall
deposit with the Agent, for the benefit of the Holders of the Outstanding
Securities, one or more certificates representing the shares of Common Stock
registered in the name of the Agent (or its nominee) as custodian for the
Holders (such certificates for shares of Common Stock, together with any
dividends or distributions with respect thereto, being hereinafter referred to
as the "Final Settlement Fund") to which the Holders are entitled hereunder.
Subject to the foregoing, upon surrender of a Security Certificate to the Agent
on or after the Final Settlement Date, together with settlement instructions
thereon duly completed and executed, the Holder of such Security Certificate
shall be entitled to receive in exchange therefor a certificate representing
that number of whole shares of Common Stock with such Holder is entitled to
receive pursuant to the provisions of this Article Five (after taking into
account all Securities then held by such Holder) together with cash in lieu of
fractional shares as provided in Section 5.10 and any dividends or distributions
with respect to such shares constituting part of the Final Settlement Fund, but
without any interest thereon, and the Security Certificate so surrendered shall
forthwith be cancelled. Such shares shall be registered in the name of the
Holder or the Holder's designee as specified in the settlement instructions on
the Security Certificate.

     If any shares of Common Stock issued in respect of a Purchase Contract are
to be registered to a Person other than the Person in whose name the Security
Certificate evidencing such Purchase Contract is registered, no such
registration shall be made unless the Person requesting such registration has
paid any transfer and other taxes required by reason of such registration in a
name other than that of the registered Holder of the Security Certificate
evidencing such Purchase Contractor has established to the satisfaction of the
Company that such tax either has been paid or is not payable.

     Section 5.06. Adjustment of Settlement Rate. (a) Adjustments for Dividends,
Distributions, Stock Splits, Etc. (1) In case the Company shall pay or make a
dividend or other distribution on any class of Common Stock of the Company in
Common Stock, the Settlement Rate in effect at the opening of business on the
day following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be increased by dividing such
Settlement Rate by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator shall be the sum of such number of

                                      -15-



shares and the total number of shares constituting such dividend or other
distribution, such increase to become effective immediately after the opening of
business on the day following the date fixed for such determination. For the
purposes of this paragraph (1), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock. The Company will not pay any dividend or
make any distribution on shares of Common Stock held in the treasury of the
Company.

         (2) In case the Company shall issue rights, options or warrants to all
holders of its Common Stock (not being available on an equivalent basis to
Holders of the Securities upon settlement of the Purchase Contracts underlying
such Securities) entitling them, for a period expiring within 45 days after the
record date for the determination of stockholders entitled to receive such
rights, options or warrants, to subscribe for or purchase shares of Common Stock
at a price per share less than the Current Market Price per share of the Common
Stock on the date fixed for the determination of stockholders entitled to
receive such rights, options or warrants (other than pursuant to a dividend
reinvestment plan), the Settlement Rate in effect at the opening of business on
the day following the date fixed for such determination shall be increased by
dividing such Settlement Rate by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares of Common Stock
which the aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription or purchase would purchase at such
Current Market Price and the denominator shall be the number of shares of Common
Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such increase to become effective immediately after
the opening of business on the day following the date fixed for such
determination. For the purposes of this paragraph (2), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock. The Company
shall not issue any such rights, options or warrants in respect of shares of
Common Stock held in the treasury of the Company.

         (3) In case outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock, the Settlement Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall each be combined into a smaller number
of shares of Common Stock, the Settlement Rate in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately reduced, such increase or reduction, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

         (4) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its indebtedness or assets
(including securities, but excluding any rights or warrants referred to in
paragraph (2) of this Section, any dividend or distribution paid exclusively in
cash and any dividend or distribution refereed to in paragraph (1) of this
Section), the Settlement Rate shall be adjusted so that the same shall equal the
rate determined by dividing the Settlement Rate in effect immediately prior to
the close of business on the date fixed for the determination of stockholders
entitled to receive such distribution by a fraction of which the numerator shall
be the Current Market Price per share of the Common Stock on the date fixed for
such determination less the then fair market value (as determined by the Board
of Directors, whose determination shall be conclusive and described in a Board
Resolution filed with the Agent) of the portion of the assets or evidences of
indebtedness so distributed applicable to one share of Common Stock and the
denominator shall all be such Current market Price per share of the Common
Stock, such adjustment to become effective immediately prior to the opening of
business on the day following the date fixed for the determination of
stockholders entitled to receive such distribution. In any case in which this
paragraph (4) is applicable, paragraph (2) of this Section shall not be
applicable.

         (5) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed in
a Reorganization Event to which Section 5.06(b) applies or as part of a
distribution referred to in paragraph (4) of this Section) in an aggregate
amount that, combined together with (I) the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash within
the 12 months preceding the date of payment of such distribution and in respect
of which no adjustment pursuant to this paragraph (5) or paragraph (6) of this
Section has been made and (II) the aggregate of any cash plus the fair market
value

                                      -16-



(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) of consideration payable in
respect of any tender or exchange offer by the Company or any of its
subsidiaries of all or any portion of the Common Stock concluded within the 12
months preceding the date of payment of such distribution and in respect of
which no adjustment pursuant to this paragraph (5) or paragraph (6) of this
Section has been made, exceeds 10% of the product of the Current Market Price
per share of the Common Stock on the date for the determination of holders of
shares of Common Stock entitled to receive such distribution times the number of
shares of Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date for determination, the
Settlement Rate shall be increased so that the same shall equal the rate
determined by dividing the Settlement Rate in effect immediately prior to the
close of business on the date fixed for determination of the stockholders
entitled to receive such distribution by a fraction (i) the numerator of which
shall be equal to the Current Market Price per share of the Common Stock on the
date fixed for such determination less an amount equal to the quotient of (x)
the excess of such combined amount over such 10% and (y) the number of shares of
Common Stock outstanding on such date for determination and (ii) the denominator
of which shall be equal to the Current Market Price per share of the Common
Stock on such date for determination.

         (6) In case a tender or exchange offer made by the Company or any
subsidiary of the Company for all or any portion of the Common Stock shall
expire and such tender or exchange offer (as amended upon the expiration
thereof) shall require the payment to stockholders (based on the acceptance (up
to any maximum specified in the terms of the tender or exchange offer) of
Purchased Shares) of an aggregate consideration having a fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution) that combined together with (I) the
aggregate of the cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution), as of the expiration of such tender or exchange offer, of
consideration payable in respect of any other tender or exchange offer, by the
Company or any subsidiary of the Company for all or any portion of the Common
Stock expiring within the 12 months preceding the expiration of such tender or
exchange offer and in respect of which no adjustment pursuant to paragraph (5)
of this Section or this paragraph (6) has been made and (II) the aggregate
amount of any distributions to all holders of the Company's Common Stock made
exclusively in cash within 12 months preceding the expiration of such tender or
exchange offer and in respect of which no adjustment pursuant to paragraph (5)
of this Section or this paragraph (6) has been made, exceeds 10% of the product
of the Current Market Price per share of the Common Stock as of the last time
(the "Expiration Time") tenders could have been made pursuant to such tender or
exchange offer (as it may be amended) times the number of shares of Common Stock
outstanding (including any tendered shares) on the Expiration Time, then, and in
each such case, immediately prior to the opening of business on the day after
the date of the Expiration Time, the Settlement Rate shall be adjusted so that
the same shall equal the rate determined by dividing the Settlement Rate
immediately prior to close of business on the date of the Expiration Time by a
fraction (i) the numerator of which shall be equal to (A) the product of (I) the
Current Market Price per share of the Common Stock on the date of the Expiration
Time and (II) the number of shares of Common Stock outstanding (including any
tendered shares) on the Expiration Time less (B) the amount of cash plus the
fair market value (determined as aforesaid) of the aggregate consideration
payable to stockholders based on the acceptance (up to any maximum specified in
the terms of the tender or exchange offer) of Purchased shares, and (ii) the
denominator of which shall be equal to the product of (A) the Current Market
Price per share of the Common Stock as of the Expiration Time and (B) the number
of shares of Common Stock outstanding (including any tendered shares) as of the
Expiration Time less the number of all shares validly tendered and not withdrawn
as of the Expiration Time (the shares deemed so accepted, up to any such maximum
being referred to as the "Purchased Shares").

         (7) The reclassification of Common Stock into securities including
securities other than Common Stock (other than any reclassification upon a
Reorganization Event to which Section 5.06(b) applies) shall be deemed to
involve (a) a distribution of such securities other than Common Stock to all
holders of Common Stock (and the effective date of such reclassification shall
be deemed to be "the date fixed for the determination of stockholders entitled
to receive such distribution" and the "date fixed for such determination" within
the meaning of paragraph (4) of this Section), and (b) a subdivision or
combination, as the case may be, of the number of share of Common Stock
outstanding immediately prior to such reclassification into the number of shares
of Common Stock outstanding immediately thereafter (and the effective date of
such reclassification shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination becomes effective",
as the case may be, and "the day upon which such subdivision or combination
becomes effective" within the meaning of paragraph (3) of this Section).

                                      -17-



         (8)  The "Current Market Price" per share of Common Stock on any day
means the average of the daily Closing Prices for the 5 consecutive Trading Days
selected by the Company commencing not more than 20 Trading Days before, and
ending not later than, the earlier of the day in question and the day before the
"ex" date with respect to the issuance or distribution requiring such
computation. For purposes of this paragraph, the term "`ex' date", when used
with respect to any issuance or distribution, shall mean the first date on which
the Common Stock trades regular way on such exchange or in such market without
the right to receive such issuance or distribution.

         (9)  All adjustments to the Settlement Rate shall be calculated to the
nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in
the Settlement Rate shall be required unless such adjustment would require an
increase or decrease of at least one percent therein; provided, however, that
any adjustments which by reason of this subparagraph are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. If
an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2),
(3), (4), (5), (6), (7) or (10) of this Section 5.06(a), an adjustment shall
also be made to the Applicable Market Value solely to determine which of clauses
(a), (b) or (c) of the definition of Settlement Rate in Section 5.01 will apply
on the Final Settlement Date. Such adjustment shall be made by multiplying the
Applicable Market Value by a fraction of which the numerator shall be the
Settlement Rate in clause (c) of the Settlement Rate definition in Section 5.01
immediately after such adjustment pursuant to paragraph (1),(2), (3), (4), (5),
(6), (7) or (10) of this Section 5.06(a) and the denominator shall be the
Settlement Rate in clause (c) of the Settlement Rate definition in Section 5.01
immediately before such adjustment.

         (10) The Company may make such increases in the Settlement Rate, in
addition to those required by this Section, as it considers to be advisable in
order to avoid or diminish any income tax to any holders of shares of common
Stock resulting from any dividend or distribution of stock or issuance of rights
or warrants to purchase or subscribe for stock or from any event treated as such
for income tax purposes or for any other reasons.

     (b) Adjustment for Consolidation, Merger or Other Reorganization Event. In
the event of (i) any consolidation or merger of the Company, with or into
another Person (other than a merger or consolidation in which the Company is the
Continuing corporation and in which the Common Stock outstanding immediately
prior to the merger or consolidation is not exchanged for cash, securities or
other property of the Company or another corporation), (ii) any sale, transfer,
lease or conveyance to another Person of the property of the Company as an
entirety or substantially as an entirety, (iii) any statutory exchange of
securities of the Company with another person (other than in connection with a
merger or acquisition) or (iv) any liquidation, dissolution or winding up of the
Company (any such event, a "Reorganization Event"), the Settlement Rate will be
adjusted to provide that each Holder of Securities will receive on the Final
Settlement Date with respect to each Purchase Contract forming a part thereof,
the kind and amount of securities, cash and other property receivable upon such
Reorganization Event by a Holder of the number of shares of Common Stock
issuable on account of each Purchase Contract if the Final Settlement Date had
occurred immediately prior to such Reorganization Event, assuming such Holder of
Common Stock is not a Person with which the Company consolidated or into which
the Company merged or which merged into the Company or to which such sale or
transfer was made, as the case may be ("constituent Person"), or an Affiliate of
a constituent Person, and failed to exercise his rights of election, if any, as
to the kind or amount of securities, cash and other property receivable upon
such Reorganization Event (provided that if the kind or amount of securities,
cash and other property receivable upon such Reorganization Event is not the
same for each share of Common Stock held immediately prior to such
Reorganization event by other than a constituent Person or an Affiliate thereof
and in respect of which such rights of election shall not have been exercised
("nonelecting share"), then for the purpose of this Section the kind and amount
of securities, cash and other property receivable upon such Reorganization Event
by each nonelecting share shall be deemed to be the kind and amount so
receivable per share by a plurality of the nonelecting shares). In the event of
such a Reorganization Event, the Person formed by such consolidation, merger or
exchange or the Person which acquires the assets of the Company or, in the event
of a liquidation or dissolution of the Company, the Company or a liquidating
trust created in connection therewith, shall execute and deliver to the Agent an
agreement supplemental hereto providing that the Holders of each Outstanding
Security shall have the rights provided by this Section 5.06. Such supplemental
agreement shall provide for adjustments which, for events subsequent to the
effective date of such supplemental agreement, shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section. The above
provisions of this Section shall similarly apply to successive Reorganization
Events.

                                      -18-



     Section 5.07.  Notice of Adjustments and Certain Other Events. (a) Whenever
the settlement Rate is adjusted as herein provided, the Company shall:

         (i)  forthwith compute the adjusted Settlement Rate in accordance with
     Section 5.06 and prepare and transmit to the Agent an Officer's Certificate
     setting forth the Settlement Rate, the method of calculation thereof in
     reasonable detail, and the acts requiring such adjustment and upon which
     such adjustment is based; and

         (ii) within 10 Business Days following the occurrence of an event that
     permits or requires an adjustment to the Settlement Rate pursuant to
     Section 5.06 (or if the Company is not aware of such occurrence, as soon as
     practicable after becoming so aware), provide a written notice to the
     Holders of the Securities of the occurrence of such event and a statement
     in reasonable detail setting forth the method by which the adjustment to
     the Settlement Rate was determined and setting forth the adjusted
     Settlement Rate.

     (b) The Agent shall not at any time be under any duty or responsibility to
any holder of Securities to determine whether any facts exist which may require
any adjustment of the Settlement Rate, or with respect to the nature or extent
or calculation of any such adjustment when made, or with respect to the method
employed in making the same. The Agent shall not be accountable with respect to
the validity or value (or the kind or amount) of any shares of Common Stock, or
of any securities or property, which may at the time be issued or delivered with
respect to any Purchase Contract; and the Agent makes no representation with
respect thereto. The Agent shall not be responsible for any failure of the
Company to issue, transfer or deliver any shares of Common Stock pursuant to a
Purchase Contract or to comply with any of the duties, responsibilities or
covenants of the Company contained in this Article.

     Section 5.08. Termination Event; Notice. The Purchase Contracts and the
obligations and rights of the Company and the Holders thereunder, including,
without limitation, the rights of the Holders to receive and the obligation of
the Company to pay any Contract Fee, shall immediately and automatically
terminate, without the necessity of any notice or action by any Holder, the
Agent or the Company, if, on or prior to the Final Settlement Date, a
Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall give written notice to the Agent, the Collateral Agent
and to the Holders, at their addresses as they appear in the Security Register.
Upon and after the occurrence of a Termination Event, the Securities shall
thereafter represent the right to receive the Pledged Securities forming a part
of such Securities in accordance with the provisions of Section 4.02 and the
Pledge Agreement.

     Section 5.09. Early Settlement. (a) Subject to and upon compliance with the
provisions of this Section 5.09 at the option of the Holder thereof, any
Purchase Contracts underlying securities having an aggregate Stated Amount to
$____________ or an integral multiple thereof may be settled early ("Early
Settlement") as provided herein. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts, the Holder of the Security
Certificate evidencing such Purchase Contracts shall deliver such Security
Certificate to the Agent at the Corporate Trust Office duly endorsed for
transfer to the Company or in blank with the form of Election to Settle Early on
the reverse thereof duly completed and accompanied by payment in the form of a
certified or cashier's check payable to the order of the Company in immediately
available funds in an amount (the "Early Settlement Amount") equal to [(i) the
product of (A) the Stated Amount times (B) the number of Purchase Contracts with
respect to which the Holder has elected to effect Early Settlement minus (ii)
the aggregate amount of Contract Fees, if any, otherwise payable on or prior to
the immediately preceding Payment Date deferred at the option of the Company
pursuant to Section 5.03 and remaining unpaid as of such immediately preceding
Payment Date plus (iii) if such delivery is made with respect to any Purchase
Contracts during the period from the close of business on any Record Date next
preceding any Payment Date to the opening of business on such Payment Date, an
amount equal to the sum of (x) the Contract Fees payable on such Payment Date
with respect to such Purchase Contracts plus (y) the distributions on the
related Pledged Securities payable on such Payment Date]. Except as provided in
the immediately preceding sentence and subject to the last paragraph of Section
5.02, no payment or adjustment shall be made upon Early Settlement of any
Purchase Contract on account of any Contract Fees accrued on such Purchase
Contract or on account of any dividends on the Common Stock issued upon such
Early Settlement. If the foregoing requirements are first satisfied with respect
to Purchase Contracts underlying any Securities at or prior to 5:00 p.m., New
York City time, on a Business Day, such day shall be the "Early Settlement Date"
with respect to such Securities and if such requirements are first satisfied
after 5:00 p.m., New York City time, on a Business Day or on a day that is not a
Business Day, the "Early Settlement Date" with respect to such Securities shall
be the next succeeding Business Day.

                                      -19-



     (b) Upon Early Settlement of Purchase Contracts by a Holder of the related
Securities, the Company shall issue, and the Holder shall be entitled to
receive, a number of shares of Common Stock on account of each Purchase Contract
as to which Early Settlement is effected equal to the Early Settlement Rate. The
Early Settlement Rate shall initially be equal to __________ and shall be
adjusted in the same manner and at the same time as the Settlement Rate is
adjusted. As promptly as practicable after Early Settlement of Purchase
Contracts in accordance with the provisions of this Section 509, the Company
shall issue and shall deliver to the Agent at the Corporate Trust Office a
certificate or certificates for the full number of shares of Common Stock
issuable upon such Early Settlement together with payment in lieu of any
fraction of a share, as provided in Section 5.10.

     (c) The Company shall cause the shares of Common Stock issuable, and
Pledged Securities deliverable, upon Early Settlement of Purchase Contracts to
be issued and delivered, in the case of such shares of Common Stock, and
released from the Pledge by the Collateral Agent and transferred, in the case of
such Pledged Securities, to the Agent, for delivery to the Holder thereof or its
designee, no later than the third Business Day after the applicable Early
Settlement Date.

     (d) Upon Early Settlement of any Purchase Contracts, and subject to receipt
thereof from the Company or the Collateral Agent, as applicable, the Agent
shall, in accordance with the instructions provided by the Holder thereof on the
applicable form of Election to Settle Early on the reverse of the Security
Certificate evidencing the related Securities, (i) transfer the Pledged
Securities forming a part of such Securities and (ii) deliver a certificate or
certificates for the full number of shares of Common Stock issuable upon such
Early Settlement together with payment in lieu of any fraction of a share, as
provided in Section 5.10.

     (e) In the event that Early Settlement is effected with respect to Purchase
Contracts underlying less than all the Securities evidenced by a Security
Certificate, upon such Early Settlement the Company shall execute and the Agent
shall authenticate, countersign and deliver to the Holder thereof, at the
expense of the Company, a Security Certificate evidencing the Securities as to
which Early Settlement was not effected.

     Section 5.10. No Fractional Shares. No fractional shares or scrip
representing fractional shares of Common Stock shall be issued or delivered upon
settlement on the Final Settlement Date or upon Early Settlement of any purchase
Contracts. If Security Certificates evidencing more than one Purchase Contract
shall be surrendered for settlement at one time by the same Holder, the number
of full shares of Common Stock which at one time by the same Holder, the number
of full shares of Common Stock which shall be delivered upon settlement shall be
computed on the basis of the aggregate number of Purchase Contracts evidenced by
the Security Certificates so surrendered. Instead of any fractional share of
Common Stock which would otherwise be deliverable upon settlement of any
Purchase Contracts on the Final Settlement Date or upon Early Settlement, the
Company, through the Agent, shall make a cash payment in respect of such
fractional interest in an amount equal to the value of such fractional shares at
the Closing Price per share on the Trading Day immediately preceding the Final
Settlement Date or the related Early Settlement Date, respectively. The Company
shall provide the Agent from time to time with sufficient funds to permit the
Agent to make all cash payments required by this Section 5.10 in a timely
manner.

     Section 5.11.  Charges and Taxes.  The Company will pay all stock transfer
and similar taxes attributable to the initial issuance and delivery of the
shares of Common Stock pursuant to the Purchase Contracts; provided, however,
that the Company shall not be required to pay any such tax or taxes which may be
payable in respect to any exchange of or substitution for a Security Certificate
evidencing a Purchase Contract or any issuance of a share of Common Stock in a
name other than that of the registered Holder of a Security Certificate
surrendered in respect of the Purchase Contracts evidenced thereby, other than
in the name of the Agent, as custodian for such Holder, and the Company shall
not be required to issue or deliver such share certificates or Security
Certificates unless or until the Person or Persons requesting the transfer or
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

                                      -20-



                                   ARTICLE SIX
                                    REMEDIES

     Section 6.01. Unconditional Right of Holders to Receive Contract Fee.
Notwithstanding any other provision in this Agreement, the Holder of any
Security shall have the right, which is absolute and unconditional (subject to
the right of the Company to defer payment thereof pursuant to Section 5.03), to
receive payment of each installment of the Contract Fee with respect to the
Purchase Contract constituting a party of such Security on the respective
Payment Date for such Security and to purchase Common Stock pursuant to such
Purchase Contract and, in each such case, to institute suit for the enforcement
of any such payment and right to purchase Common Stock, and such rights shall
not be impaired without the consent of such Holder.

     Section 6.02. Restoration of Rights and Remedies. If any Holder of
Securities has instituted any proceeding to enforce any right or remedy under
this Agreement and such proceeding has been discontinued or abandoned for any
reason, or has been determine adversely to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company and such
Holder shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of such Holder shall continue
as though no such proceeding had been instituted.

     Section 6.03. Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement of mutilated, destroyed, lost or stolen Security
Certificate in the last paragraph of Section 3.06, no right or remedy herein
conferred upon or reserved to the Holders of Securities is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     Section 6.04. Delay or Omission Not Waiver. No delay or omission of any
Holder to exercise any right or remedy shall impair any such right or remedy or
constitute a waiver of any such right. Every right and remedy given by this
Article or by law to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by such Holders.

     Section 6.05. Undertaking for Costs. All parties to this Agreement agree,
and each Holder of any Security by his acceptance of the Security Certificate
evidencing such Security shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Agreement, or in any suit against the Agent for any action taken,
suffered or omitted by it as Agent, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; provided that
the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Agent, to any suit instituted by any
Holder of Securities, or group of Holders, holding in the aggregate more than
10% of the Outstanding Securities, or to any suit instituted by any Holder for
the enforcement of the payment of the distributions on any Pledged Security or
the Contract Fee on any Purchase Contract on or after the respective Payment
Date therefor constituting a part of the Securities held by such Holder, or for
enforcement of the right to purchase shares of Common Stock under the Purchase
Contracts constituting a part of the Securities held by such Holder.



                                       -21-



                                  ARTICLE SEVEN
                                    THE AGENT

     Section 7.01. Certain Duties and Responsibilities. (a) The Agent undertakes
to perform, with respect to the Securities, such duties and only such duties as
are specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Agent; and in the
absence of bad faith or negligence on its part, the Agent may, with respect to
the Securities, conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Agent and conforming to the requirements of this Agreement, but
in the case of any certificates or opinions which by any provision hereof are
specifically required to be furnished to the Agent, the Agent shall be under a
duty to examine the same to determine whether or not they conform to the
requirements of this Agreement.

     (b) No provision of this Agreement shall be construed to relieve the Agent
from liability for its own negligent action, its own negligent failure to act,
or its own wilful misconduct, except that

         (1) this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section;

         (2) the Agent shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it shall be proved that the
     Agent was negligent in ascertaining the pertinent facts; and

         (3) no provision of this Agreement shall require the Agent to expend or
     risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

     (c) Whether or not therein expressly so provided, every provision of this
Agreement relating to the conduct or affecting the liability of or affording
protection to the Agent shall be subject to the provisions of this Section.

     Section 7.02. Notice of Default. Within 90 days after the occurrence of any
default by the Company hereunder, of which a Responsible Officer of the Agent
has actual knowledge, the Agent shall transmit by mail to all Holders of
Securities, as their names and addresses appear in the Security Register, notice
of such default hereunder, unless such default shall have been cured or waived.

     Section 7.03. Certain Rights of Agent. Subject to the provisions of
Section 7.01:

         (a) the Agent may rely and shall be protected in acting or refraining
     from acting upon any resolution, certificate, statement, instrument,
     opinion, report, notice, request, direction, consent, order, bond,
     debenture, note, other evidence of indebtedness or other paper or document
     believed by it to be genuine and to have been signed or presented by the
     proper party or parties;

         (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by an Officer's Certificate, Issuer Order or Issuer
     Request, and any resolution of the Board of Directors of the Company may be
     sufficiently evidenced by a Board Resolution;

         (c) whenever in the administration of this Agreement the Agent shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Agent (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, rely upon an Officer's Certificate of the Company;

         (d) the Agent may consult with counsel and the written advice of such
     counsel or any Opinion of Counsel shall be full and complete authorization
     and protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon;

                                      -22-



         (e) the Agent shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Agent, in its discretion, may make reasonable further
     inquiry or investigation into such facts or matters related to the issuance
     of the Securities and the execution, delivery and performance of the
     Purchase Contracts as it may see fit, and, if the Agent shall determine to
     make such further inquiry or investigation, it shall be entitled to examine
     the books, records and promises of the Company, personally or by agent or
     attorney; and

         (f) the Agent may execute any of its powers hereunder or perform any
     duties hereunder either directly or by or through agents or attorneys and
     the Agent shall not be responsible for any misconduct or negligence on the
     part of any agent or attorney appointed with due care by it hereunder.

     Section 7.04. Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Security Certificates shall be taken as the
statements of the Company and the Agent assumes no responsibility for their
correctness. The Agent makes no representations as to the validity or
sufficiency of this Agreement or of the Securities. The Agent shall not be
accountable for the use or application by the Company of the proceeds in respect
of the Purchase Contracts.

     Section 7.05. May Hold Securities. Any Security Registrar or any other
agent of the Company, or the Agent, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with the
Company with the same rights it would have if it were not Security Registrar or
such other agent, or the Agent.

     Section 7.06. Money Held in Trust. Money held by the Agent in trust
hereunder need not be segregated from the other funds except to the extent
required by law. The Agent shall be under no obligation to invest or pay
interest on any money received by it hereunder except as otherwise agreed with
the Company.

     Section 7.07. Compensation and Reimbursement. The Company agrees:

         (1)  to pay to the Agent from time to time reasonable compensation for
     all services rendered by it hereunder;

         (2)  except as otherwise expressly provided herein, to reimburse the
     Agent upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Agent in accordance with any provision of
     this Agreement (including the reasonable compensation and the expenses and
     disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and

         (3)  to indemnify the Agent and any predecessor Agent for, and to hold
     each of them harmless against, any loss, liability or expense incurred
     without negligence or bad faith on its part, arising out of or in
     connection with the acceptance or administration of its duties hereunder,
     including the costs and expenses of defending itself against any claim or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder.

     Section 7.08. Corporate Agent Required; Eligibility. There shall at all
times be an Agent hereunder which shall be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $100,000,000, subject
to supervision or examination by Federal or State authority and having its
Corporate Trust Office in ________________________, if there be such a
corporation in _____________________, qualified and eligible under this Article
and willing to act on reasonable terms. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Agent shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

                                      -23-



     Section 7.09. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Agent and no appointment of a successor Agent
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Agent in accordance with the applicable
requirements of Section 7.10.

     (b) The Agent may resign at any time by giving written notice thereof to
the Company 60 days prior to the effective date of such resignation. If the
instrument of acceptance by a successor Agent required by Section 7.10 shall not
have been delivered to the Agent within 30 days after the giving of such notice
of resignation, the resigning Agent may petition any court of competent
jurisdiction for the appointment of a successor Agent.

     (c) The Agent may be removed at any time by Act of the Holders of a
majority in number of the Outstanding Securities delivered to the Agent and the
Company.

     (d) If at any time:

         (1) the Agent fails to comply with Section 3.10(b) of the TIA, as if
     the Agent were an indenture trustee under an indenture qualified under the
     TIA, after written request therefor by the Company or by any Holder who has
     been a bona fide Holder of a Security for at least six months, or

         (2) the Agent shall cease to be eligible under Section 7.08 and shall
     fail to resign after written request therefor by the Company or by any such
     Holder, or

         (3) the Agent shall become incapable of acting or shall be adjudged a
     bankrupt or insolvent or a receiver of the Agent or of its property shall
     be appointed or any public officer shall take charge or control of the
     Agent or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation, then, in any such case, (i) the Company by a
     Board Resolution may remove the Agent, or (ii) any Holder who has been a
     bona fide Holder of a Security for at least six months may, on behalf of
     himself and all others similarly situated, petition any court of competent
     jurisdiction for the removal of the Agent and the appointment of a
     successor Agent.

     (e) If the Agent shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Agent for any cause, the Company, by a
Board Resolution, shall promptly appoint a successor Agent and shall comply with
the applicable requirements of Section 7.10. If no successor Agent shall have
been so appointed by the Company and accepted appointment in the manner required
by Section 7.10, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Agent.

     (f) The Company shall give, or shall cause such successor Agent to give,
notice of each resignation and each removal of the Agent and each appointment of
a successor Agent by mailing written notice of such event by first class mail,
postage prepaid, to all Holders of Securities as their names and addresses
appear in the Security Register. Each notice shall include the name of the
successor Agent and the address of its Corporate Trust Office.

     Section 7.10. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Agent, every such successor Agent so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Agent an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Agent shall become effective and such
successor Agent, without any further act, deed or conveyance, shall become
vested with all the rights, powers, agencies and duties of the retiring Agent;
but, on the request of the Company or the successor Agent, such retiring Agent
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Agent all the rights, powers and trusts of the
retiring Agent and shall duly assign, transfer and deliver to such successor
Agent all property and money held by such retiring Agent hereunder.

     (b) Upon request of any such successor Agent, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Agent all such rights, powers and agencies referred to in
paragraph (a) of this Section.

                                      -24-



     (c) No successor Agent shall accept its appointment unless at the time of
such acceptance such successor Agent shall be qualified and eligible under this
Article.

     Section 7.11.  Merger, Consolidation or Succession to Business.  Any

corporation into which the Agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Agent shall be a party, or any corporation succeeding
to all or substantially all the corporate trust business of the Agent, shall be
the successor of the Agent hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In case any Security Certificates shall have been authenticated and executed on
behalf of the Holders, but not delivered, by the Agent then in office, any
successor by merger, conversion or consolidation to such Agent may adopt such
authentication and execution and deliver the Security Certificates so
authenticated and executed with the same effect as if such successor Agent had
itself authenticated and executed such Securities.

     Section 7.12.  Preservation of Information; Communications to Holders. (a)
The Agent shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders received by the Agent in its capacity as Security
Registrar.

     (b) If three or more Holders (herein referred to as "applicants") apply in
writing to the Agent, and furnish to the Agent reasonable proof that each such
applicant has owned a Security for a period of at least six months preceding the
date of such application, and such application states that the applicants desire
to communicate with other Holders with respect to their rights under this
Agreement or under the Securities and its accompanied by a copy of the form of
proxy or other communication which such applicants propose to transmit, then the
Agent shall, within five Business Days after the receipt of such application,
afford such applicants access to the information preserved at the time by the
Agent in accordance with Section 7.12(a).

     (c) Every Holder of Securities, by receiving and holding the Security
Certificates evidencing the same, agrees with the Company and the Agent that
none of the Company, the Agent nor any agent of any of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 7.12(b), regardless of
the source from which such information was derived.

     Section 7.13. No Obligations of Agent. Except to the extent otherwise
provided in this Agreement, the Agent assumes no obligations and shall not be
subject to any liability under this Agreement or any Purchase Contract in
respect of the obligations of the Holder of any Security thereunder. The Company
agrees, and each Holder of a Security Certificate, by his acceptance thereof,
shall be deemed to have agreed, that the Agent's execution of the Security
Certificates on behalf of the Holders shall be solely as agent and
attorney-in-fact for the Holders, and that the Agent shall have no obligations
to perform such Purchase Contracts on behalf of the Holders, except to the
extent expressly provided in Article Five hereof.

     Section 7.14. Tax Compliance. (a) The Agent, on its own behalf and on
behalf of the Company, will comply with all applicable certification,
information reporting and withholding (including "backup" withholding)
requirements imposed by applicable tax laws, regulations or administrative
practice with respect to (i) any payments made with respect to the Securities or
(ii) the issuance, delivery, holding, transfer, redemption or exercise of rights
under the Securities. Such compliance shall include, without limitation, the
preparation and timely filing of required returns and the timely payment of all
amounts required to be withheld to the appropriate taxing authority or its
designated agent.

     (b) The Agent shall comply with any direction received from the Company
with respect to the application of such requirements to particular payments or
Holders or in other particular circumstances, and may for purposes of this
Agreement rely on any such direction in accordance with the provisions of
Section 7.01(a)(2) hereof.

     (c) The Agent shall maintain all appropriate records documenting compliance
with such requirements, and shall make such records available on request to the
Company or to its authorized representative.

                                      -25-



                                  ARTICLE EIGHT
                             SUPPLEMENTAL AGREEMENTS

     Section 8.01. Supplemental Agreements Without Consent of Holders. Without
the consent of any Holders, the Company and the Agent, at any time and from time
to time, may enter into one or more agreements supplemental hereto, in form
satisfactory to the Company and the Agent, for any of the following purposes:

         (1)  to evidence the succession of another Person to the Company, and
     the assumption by any such successor of the covenants of the Company herein
     and in the Security Certificates; or

         (2)  to add to the covenants of the Company for the benefit of the

     Holders, or to surrender any right or power herein conferred upon the
     Company; or

         (3)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Agent; or

         (4)  to make provision with respect to the rights of Holders pursuant
     to the requirements of Section 5.06(b); or

         (5)  to cure any ambiguity, to correct or supplement any provisions
     herein which may be inconsistent with any other provisions herein, or to
     make any other provisions with respect to such matters or questions arising
     under this Agreement, provided such action shall not adversely affect the
     interests of the Holders.

     Section 8.02. Supplemental Agreements with Consent of Holders. With the
consent of the Holders of not less than a majority of the Outstanding Securities
delivered to the Company and the Agent, the Company when authorized by a Board
Resolution, and the Agent may enter into an agreement or agreements supplemental
hereto for the purpose of modifying in the manner the terms of the Securities,
or the provisions of this Agreement or the rights of the Holders in respect of
the Securities, provided, however, that no such supplemental agreement shall,
without the consent of the Holder of Each Outstanding Security affected thereby,

         (1)  change any Payment Date;

         (2)  change the amount or type of Pledged Securities underlying a
     Security, impair the right of the Holder of any Security to receive
     distribution payments on the underlying Pledged Securities or otherwise
     adversely affect the Holder's rights in or to such Pledged Securities;

         (3)  reduce any Contract Fee or change any place where, or the coin or
     currency in which, any Contract Fee is payable;

         (4)  impair the right to institute suit for the enforcement of any
     Purchase Contract;

         (5)  reduce the number of shares of Common Stock to be purchased
     pursuant to any Purchase Contract, increase the price to purchase shares of
     Common Stock upon settlement of any Purchase Contract, change the Final
     Settlement Date or otherwise adversely affect the Holder's rights under any
     Purchase Contract; or

         (6)  reduce the percentage of the Outstanding Securities the consent of
     whose Holders is required for any such supplemental agreement.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental agreement, but it shall
be sufficient if such Act shall approve the substance thereof.

     Section 8.03. Execution of Supplemental Agreements. In executing, or
accepting the additional agencies created by, any supplemental agreement
permitted by this Article or the modifications thereby of the agencies created
by this Agreement, the Agent shall be entitled to receive and (subject to
Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental agreement is authorized or
permitted by this

                                      -26-



Agreement. The Agent may, but shall not be obligated to, enter into any such
supplemental agreement which affects the Agent's own rights, duties or
immunities under this Agreement or otherwise.

     Section 8.04. Effect of Supplemental Agreements. Upon the execution of any
supplemental agreement under this Article, this Agreement shall be modified in
accordance therewith, and such supplemental agreement shall form a part of this
Agreement for all purposes; and every Holder of Security Certificates
theretofore or thereafter authenticated, executed on behalf of the Holders and
delivered hereunder shall be bound thereby.

     Section 8.05. Reference to Supplemental Agreements. Security Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any supplemental agreement pursuant to this Article may, and shall
if required by the Agent, bear a notation in form approved by the Agent as to
any matter provided for in such supplemental agreement. If the Company shall so
determine, new Security Certificates so modified as to conform, in the opinion
of the Agent and the Company, to any such supplemental agreement may be prepared
and executed by the Company and authenticated, executed on behalf of the Holders
and delivered by the Agent in exchange for Outstanding Security Certificates.

                                  ARTICLE NINE
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 9.01. Covenant Not to Merge, Consolidate, Sell or Convey Property
Except Under Certain Conditions. The Company covenants that it will not merge or
consolidate with any other Person or sell or convey all or substantially all of
its assets to any Person, except that the Company may merge or consolidate with,
or sell or convey all or substantially all of its assets to, any other Person,
provided that (i) the Company shall be the continuing corporation, or the
successor (if other than the Company) shall be a corporation organized and
existing under the laws of the United States of America or a State thereof and
such corporation shall assume the obligations of the Company under the Purchase
Contracts, this Agreement and the Pledge Agreement by one or more supplemental
agreements in form satisfactory to the Agent and the Collateral Agent, executed
and delivered to the Agent and the Collateral Agent by such corporation, and
(ii) the Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale or conveyance, be
in default in the performance of any covenant or condition hereunder, under any
of the Securities or under the Pledge Agreement.

     Section 9.02. Rights and Duties of Successor Corporation. In case of any
such consolidation, merger, sale or conveyance and upon any such assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Company with the same effect as if it had been named herein
as the Company. Such successor corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of Radio One, Inc., any or all
of the Security Certificates evidencing Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Agent; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Agreement prescribed, the Agent shall authenticate and execute on behalf of the
Holders and deliver any Security Certificates which previously shall have been
signed and delivered by the officers of the Company to the Agent for
authentication and execution, and any Security Certificate evidencing Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Agent for that purpose. All the Security Certificates so issued
shall in all respects have the same legal rank and benefit under this Agreement
as the Security Certificates theretofore or thereafter issued in accordance with
the terms of this Agreement as though all of such Security Certificates had been
issued at the date of the execution hereof.

     In case of any such consolidation, merger, sale or conveyance such change
in phraseology and form (but not in substance) may be made in the Security
Certificates evidencing Securities thereafter to be issued as may be
appropriate.

     Section 9.03. Opinion of Counsel to Agent. The Agent, subject to Sections
7.01 and 7.03, may receive an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale or conveyance, and any such assumption,
complies with the provisions of this Article.

                                      -27-



                                   ARTICLE TEN
                                    COVENANTS

     Section 10.01. Performance Under Purchase Contracts. The Company covenants
and agrees for the benefit of the Holders from time to time of the Securities
that it will duly and punctually perform its obligations under the Purchase
Contracts in accordance with the terms of the Purchase Contracts and this
Agreement.

     Section 10.02. Maintenance of Office or Agency. The Company will maintain
in __________________________ an office or agency where Security Certificates
may be presented or surrendered for acquisition of shares of Common Stock upon
settlement or Early Settlement and for transfer of Pledged Securities upon
occurrence of a Termination Event, where Security Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and this Agreement
may be served. The Company will give prompt written notice to the Agent of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Agent with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Company hereby appoints the Agent as its agent to receive all
such presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where Security Certificates may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in
__________________________________for such purposes. The Company will give
prompt written notice to the Agent of any such designation or rescission and of
any change in the location of any such other office or agency. The Company
hereby designates as the place of payment for the Securities the Corporate Trust
Office and appoints the Agent at its Corporate Trust Office as paying agent in
such city.

     Section 10.03. Company to Reserve Common Stock. The Company shall at all
times prior to the Final Settlement Date reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock the full
number of shares of Common Stock issuable against tender of payment in respect
of all Purchase Contracts constituting a part of the Securities evidenced by
Outstanding Security Certificates.

     Section 10.04. Covenants as to Common Stock. The Company covenants that all
shares of Common Stock which may be issued against tender of payment in respect
of any Purchase Contract constituting a part of the Outstanding Securities will,
upon issuance, be duly authorized, validly issued, fully paid and nonassessable.

     Section 10.05. Statements of Officers of the Company as to Default. The
Company will deliver to the Agent, within 120 days after the end of each fiscal
year of the Company ending after the date hereof, an Officer's Certificate,
stating whether or not to the best knowledge of the signers thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions hereof, and if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.

                                [END OF DOCUMENT]
                            [SIGNATURE PAGE FOLLOWS]

                                      -28-



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

                                     RADIO ONE, INC.


                                     By:________________________________________

                                     Attest:


                                     ___________________________________________


                                     [AGENT] Agent

                                     By:________________________________________

                                     Attest:


                                     ___________________________________________

                                      -29-



                                                                       EXHIBIT A

                                 RADIO ONE, INC.

                          ___% ____________ SECURITIES

                        (STATED AMOUNT $___ PER SECURITY)

No. Securities

     This Security Certificate certifies that is the registered Holder of the
number of Securities set forth above. Each Security represents ownership by the
Holder of ____% United States Pledged Securities due _________ ("Pledged
Securities") with a principal amount equal to the Stated Amount, subject to the
Pledge of such Pledged Securities by such Holder pursuant to the Pledge
Agreement, and the rights and obligations of the Holder under one Purchase
Contract with Radio One, Inc., a Delaware corporation (the "Company").

     Pursuant to the Pledge Agreement, the Pledged Securities constituting part
of each Security evidenced hereby have been pledged to the Collateral Agent to
secure the obligations of the Holder under the Purchase Contract constituting
part of such Security.

     The Pledge Agreement provides that all payments of principal of, or
distributions on, any Pledged Securities constituting part of the Securities
received by the Collateral Agent shall be paid by the Collateral Agent by wire
transfer in same day funds no later than, ______________ time, on the Business
Day such payment is received by the Collateral Agent (provided that in the event
such payment is received by the Collateral Agent on a day that is not a Business
Day or after, ______________ time, on a Business Day, then such payment shall be
made no later than , ______________ time, on the next succeeding Business Day)
(i) in the case of (A) distributions payments and (B) any principal payments
with respect to any Pledged Securities that have been released from the Pledge
pursuant to the Pledge Agreement, to the Agent to the account designated by it
for such purpose and (ii) in the case of principal payments on any Pledged
Securities (as defined in the Pledge Agreement), to the Company, in full
satisfaction of the respective obligations of the Holders of the Securities of
which such Pledged Treasury Securities are a part under the Purchase Contracts
forming a part of such Securities. Distributions on any Pledged Security forming
part of a Security evidenced hereby which is paid on any or, commencing,
__________, 20__ (a "Payment Date"), shall, subject to receipt thereof by the
Agent from the Collateral Agent, be paid to the Person in whose name this
Security Certificate (or a Predecessor Security Certificate) is registered at
the close of business on the Record Date next preceding such Payment Date.

     Each Purchase Contract evidenced hereby obligates the Holder of this
Security Certificate to purchase, and the Company to sell, on ___________, (the
"Final Settlement Date"), at a price equal to $_________ (the "Stated Amount"),
a number of shares of Common Stock, par value $0.001 per share ("Common Stock"),
of the Company, equal to the Settlement Rate, unless on or prior to the Final
Settlement Date there shall have occurred a Termination Event or Early
Settlement with respect to the Security of which such Purchase Contract is a
part, all as provided in the Purchase Contract Agreement and more fully
described on the reverse hereof. The purchase price for the shares of Common
Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid
earlier, shall be paid on the Final Settlement Date by application of payment
received in respect of the principal of the Pledged Securities pledged to secure
the obligations under such Purchase Contract of the Holder of the Security of
which such Purchase Contract is a part.

     The Company shall pay, on each Payment Date, in respect of each Purchase
Contract forming part of a Security evidenced hereby a fee (the "Contract Fee")
equal to ___% per annum of the Stated Amount, from __________, computed on the
basis of the actual number of days elapsed in a year of 365 or 366 days, as the
case may be, subject to deferral at the option of the Company as provided in the
Purchase Contract Agreement and more fully described on the reverse hereof. Such
Contract Fee shall be payable to the Person in whose name this Security
Certificate (or a Predecessor Security Certificate) is registered at the close
of business on the Record Date next preceding such Payment Date.

                                     Ex A-1



     Distributions on the Pledged Securities and the Contract Fee will be
payable at the office of the Agent in _____________________ or, at the option of
the Company, by check mailed to the address of the Person entitled thereto as
such address appears on the Security Register.

     Reference is hereby made to the further provisions set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Agent by manual signature, this Security Certificate shall not be entitled to
any benefit under the Pledge Agreement or the Purchase Contract Agreement or be
valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                 RADIO ONE, INC.


                                 By:____________________________________________

                                 Attest:


                                 _______________________________________________


     HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase
Contracts evidenced hereby)

                                 By:____________________________________________
                                        as Attorney-in-Fact of such Holder

                                 By:____________________________________________

Dated:

     This is one of the Security Certificates referred to in the within
mentioned Purchase Contract Agreement.

_____________________________________________,as Agent

By: __________________________________________________

                                     Ex A-2



                     Form of Reverse of Security Certificate

     Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of ____________ (the "Purchase Contract Agreement"), between
the Company and __________, as Agent (herein called the "Agent"), to which
Purchase Contract Agreement and supplemental agreements thereto reference is
hereby made for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Agent, the Company, and the
Holders and of the terms upon which the Security Certificates are, and are to
be, executed and delivered.

     Each Purchase Contract evidenced hereby obligates the Holder of this
Security Certificate to purchase, and the Company to sell, on the Final
Settlement Date at a price equal to the Stated Amount, a number of shares of
Common Stock of the Company equal to the Settlement Rate, unless, on or prior to
the Final Settlement Date, there shall have occurred a Termination Event or an
Early Settlement with respect to the Security of which such Purchase Contract is
a part. The "Settlement Rate" is equal to (a) if the Applicable Market Value (as
defined below) is greater than $_________ (the "Threshold Appreciation Price"),
of a share of Common Stock per Purchase Contract, (b) if the Applicable Market
Value is less than or equal to the Threshold Appreciation Price but is greater
than the Stated Amount, a fractional share of Common Stock per Purchase Contract
equal to the Stated Amount divided by the Applicable Market Value and (c) if the
Applicable Market Amount is less than or equal to the Stated Amount, one share
of Common Stock per Purchase Contract, in each case subject to adjustment as
provided in the Purchase Contract. No fractional shares of Common Stock will be
issued upon settlement of Purchase Contracts, as provided in the Purchase
Contract Agreement.

     The "Applicable Market Value" means the average of the Closing Prices per
share of Common Stock on each of the twenty consecutive Trading Days ending on
the last Trading Day immediately preceding the Final Settlement Date. The
"Closing Price" of the Common Stock on any date of determination means the
closing sale price (or, if no closing price is reported, the last reported sale
price) of the Common Stock on the New York Stock Exchange (the "NYSE") on such
date or, if the Common Stock is not listed for trading on the NYSE on any such
date, as reported in the composite transactions for the principal United States
securities exchange on which the Common Stock is so listed, or if the Common
Stock is not so listed on a United States national or regional securities
exchange, as reported by The Nasdaq Stock Market, or, if the Common Stock is not
so reported, the last quoted bid price for the Common Stock in the over-
the-counter market as reported by the National Quotation Bureau or similar
organization, or, if such bid price is not available, the market value of the
Common Stock on such date as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company. A "Trading
Day" means a day on which the Common Stock (A) is not suspended from trading on
any national or regional securities exchange or association or over-the-counter
market at the close of business and (B) has traded at least once on the national
or regional securities exchange or association or over-the-counter market that
is the primary market for the trading of the Common Stock.

     The purchase price for the shares of Common Stock purchased pursuant to
each Purchase Contract shall be paid by application of payments received by the
Company on the Final Settlement Date from the Collateral Agent pursuant to the
Pledge Agreement in respect of the principal of the Pledged Securities Pledged
to secure the obligations of the relevant Holder under such Purchase Contract.
The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment in full of the aggregate purchase
price for the shares of Common Stock to be purchased thereunder in the manner
herein set forth.

     Subject to the next succeeding paragraph, the Company shall pay, on each
Payment Date, the Contract Fee payable in respect of each Purchase Contract to
the Person in whose name the Security Certificate evidencing such Purchase
Contract is registered at the close of business on the Record Date next
preceding such Payment Date. Contract Fees will be payable at the office of the
Agent in the City of _________________ or, at the option of the Company, by
check mailed to the address of the Person entitled thereto at such address as it
appears on the Security Register.

     The Company shall have the right, at any time prior to the Final Settlement
Date, to defer the payment of any or all of the Contract Fees otherwise payable
on any Payment Date, but only if the Company shall give the Holders and the
Agent written notice of its election to defer such payment (specifying the
amount to be deferred) as provided in the

                                     Ex A-3



Purchase Contract Agreement. Any Contract Fees so deferred shall bear additional
Contract Fees thereon at the rate of per annum (computed on the basis of the
actual number of days elapsed in a year of 365 or 366 days, as the case may be),
compounding on each succeeding Payment Date, until paid in full. Deferred
Contract Fees (and additional Contract Fees accrued thereon) shall be due on the
next succeeding Payment Date except to the extent that payment is deferred
pursuant to the Purchase Contract Agreement. No Contract Fees may be deferred to
a date that is after the Final Settlement Date.

     The Purchase Contracts and the obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights of the Holders
to receive and the obligation of the Company to pay any Contract Fee, shall
immediately and automatically terminate, without the necessity of any notice or
action by any Holder, the Agent or the Company, if, on or prior to the Final
Settlement Date, a Termination Event shall have occurred. Upon the occurrence of
a Termination Event, the Company shall give written notice to the Agent and to
the Holders, at their addresses as they appear in the Security Register. Upon
and after the occurrence of a Termination Event, the Collateral Agent shall
release the Pledged Securities from the Pledge. The Securities shall thereafter
represent the right to receive the Pledged Securities forming a part of such
Securities in accordance with the provisions of the Purchase Contract Agreement
and the Pledge Agreement.

     Subject to and upon compliance with the provisions of the Purchase Contract
Agreement at the option of the Holder thereof, Purchase Contracts underlying
securities having an aggregate Stated Amount equal to $_________ or an integral
multiple thereof may be settled early ("Early Settlement") as provided in the
Purchase Contract Agreement. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts evidenced by this Security
Certificate, the Holder of this Security Certificate shall deliver this Security
Certificate to the Agent at the Corporate Trust Office duly endorsed for
transfer to the Company on in blank with the form of Election to Settle Early
set forth below duly completed and accompanied by payment in the form of a
certified or cashier's check payable to the order of the Company in immediately
available funds in an amount (the "Early Settlement Amount") equal to (i) the
product of (A) the Stated Amount times (B) the number of Purchase Contracts with
respect to which the Holder has elected to effect Early Settlement minus (ii)
the aggregate amount of Contract Fees, if any, otherwise payable on or prior to
the immediately preceding Payment Date deferred at the option of the Company
pursuant to the Purchase Contract Agreement and remaining unpaid as of such
immediately preceding Payment Date plus (iii) if such delivery is made with
respect to any Purchase Contracts during the period from the close of business
on any Record Date next preceding any Payment Date to the opening of business on
such Payment Date, an amount equal to the sum of (x) the Contract Fees payable
on such Payment Date with respect to such Purchase Contracts plus (y) the
distributions with respect to the related Pledged Securities payable on such
Payment Date. Upon Early Settlement of Purchase Contracts by a Holder of the
related Securities, the Pledged Securities underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive, a number of shares of Common Stock on account of
each Purchase Contract forming part of a Security as to which Early Settlement
is effected equal to the Early Settlement Rate. The Early Settlement Rate shall
initially be equal to and shall be adjusted in the same manner and at the same
time as the Settlement Rate is adjusted as provided in the Purchase Contract
Agreement.

     The Security Certificates are issuable only in registered form and only in
denominations of a single Security and any integral multiple thereof. The
transfer of any Security Certificate will be registered and Security
Certificates may be exchanged as provided in the Purchase Contract Agreement.
The Security Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents permitted by the Purchase
Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Agent may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. For so long as the Purchase Contract underlying
a Security remains in effect, such Security shall not be separable into its
constituent parts, and the rights and obligations of the Holder of such Security
in respect of the Pledged Securities and Purchase Contract constituting such
Security may be transferred and exchanged only as a Security.

     Upon registration of transfer of this Security Certificate, the transferee
shall be bound (without the necessity of any other action on the part of such
transferee, except as may be required by the Agent pursuant to the Purchase
Contract Agreement), under the terms of the Purchase Contract Agreement and the
Purchase Contracts evidenced hereby and the transferor shall be released from
the obligations under the Purchase Contracts evidenced by this Security
Certificate.

                                     Ex A-4



The Company covenants and agrees, and the Holder, by his acceptance hereof,
likewise covenants and agrees, to be bound by the provisions of this paragraph.

     The Holder of this Security Certificate, by his acceptance hereof,
authorizes the Agent to enter into and perform the related Purchase Contracts
forming part of the Securities evidenced hereby on his behalf as his
attorney-in-fact, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform his obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract Agreement, authorizes the
Agent to enter into and perform the Pledged Agreement on his behalf as his
attorney-in-fact, and consents to the Pledge of the Pledged Securities
underlying this Security Certificate pursuant to the Pledge Agreement. The
Holder further covenants and agrees, that, to the extent and in the manner
provided in the Purchase Contract Agreement and the Pledge Agreement, but
subject to the terms thereof, payments in respect of principal of the Pledged
Securities on the Final Settlement Date shall be paid by the Collateral Agent to
the Company in satisfaction of such Holder's obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in such
payments.

     Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of at least a majority
of the Outstanding Securities.

     All terms used herein which are defined in the Purchase Contract Agreement
have the meanings set forth therein.

     The Purchase Contracts shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

     The Company, the Agent and any agent of the Company or the Agent may treat
the Person in whose name this Security Certificate is registered as the owner of
the Securities evidenced hereby for the purpose of receiving payments of
distributions on the Pledged Securities, receiving payments of Contract Fees,
performance of the Purchase Contracts and for all other purposes whatsoever,
whether or not any payments in respect thereof be overdue and notwithstanding
any notice to the contrary, and neither the Company, the Agent nor any such
agent shall be affected by notice to the contrary.

     The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock.

     A copy of the Purchase Contract Agreement is available for inspection at
the offices of the Agent.

                             SETTLEMENT INSTRUCTIONS

     The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Final Settlement Date of the
Purchase Contracts underlying the number of Securities evidenced by this
Security Certificate be registered in the name of, and delivered, together with
a check in payment for any fractional share, to the undersigned at the address
indicated below unless a different name and address have been indicated below.
If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:

Signature
         -----------------------------------------------------------------------

     If shares are to be registered in the name of and delivered to REGISTERED
HOLDER a Person other than the Holder, please print such Person's name and
address: Please print name and address of Registered Holder:

        Name:
                ----------------------------------------------------------------
        Address:
                ----------------------------------------------------------------

                ----------------------------------------------------------------

        Social Security or other Taxpayer Identification Number, if any:
                                                                        -------

                                     Ex A-5



                            ELECTION TO SETTLE EARLY

     The undersigned Holder of this Security Certificate hereby irrevocably
exercises the option to effect Early Settlement in accordance with the terms of
the Purchase Contract Agreement with respect to the Purchase Contracts
underlying the number of Securities evidenced by this Security Certificate
specified below. The option to effect Early Settlement may be exercised only
with respect to Purchase Contracts underlying Securities with an aggregate
Stated Amount equal to $__________ or an integral multiple thereof. The
undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon such Early Settlement be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Security Certificate representing any Securities evidenced hereby as to which
Early Settlement of the related Purchase Contracts is not effected, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. Pledged Securities deliverable upon such Early
Settlement will be transferred in accordance with the transfer instructions set
forth below. If shares are to be registered in the name of a Person other than
the undersigned, the undersigned will pay any transfer tax payable incident
thereto.

Dated:

Signature
         -----------------------------------------------------------------------

     Number of Securities evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

                                REGISTERED HOLDER

     If shares or Security Certificates are to be registered in the name of and
delivered to and Pledged Securities are to be transferred to a Person other than
the Holder, please print such Person's name and address:

     Please print name and address of Registered Holder:

       Name:
               -----------------------------------------------------------------
       Address:
               -----------------------------------------------------------------

               -----------------------------------------------------------------

       Social Security or other Taxpayer Identification Number, if any: --------

                                     Ex A-6



                                                                       EXHIBIT B

                                     FORM OF
                                PLEDGE AGREEMENT

     PLEDGE AGREEMENT, dated as of _______________, 200_ (this "Agreement"),
among Radio One, Inc., a Delaware corporation (the "Company"),
_________________, as collateral agent (in such capacity, together with its
successors in such capacity, the "Collateral Agent"), and
_______________________, as purchase contract agent and as attorney-in-fact of
the Holders (as hereinafter defined) from time to time of the Securities (as
hereinafter defined) (in such capacity, together with its successors in such
capacity, the "Purchase Contract Agent") under the Purchase Contract Agreement
(as hereinafter defined).

                                    RECITALS

     A. The Company and the Purchase Contract Agent are parties to the Purchase
Contract Agreement, dated as of the date hereof (as modified and supplemented
and in effect from time to time, the "Purchase Contract Agreement"), pursuant to
which there will be issued ___% __________________________ Securities (the
"Securities").

     B. Each Security consists of (a) one Purchase Contract (as hereinafter
defined) and (b) ___% ________ due ___________ ("Collateral Securities") having
a principal amount of liquidation preference equal to $________ (the "Stated
Amount") and maturing on ________________ (the "Final Settlement Date"), subject
to the pledge of such Collateral Securities created hereby.

     C. Pursuant to the terms of the Purchase Contract Agreement and the
Purchase Contracts, the Holders (as defined in the Purchase Contract Agreement)
from time to time of the Securities have irrevocably authorized the Purchase
Contract Agent, as attorney-in-fact of such Holders, among other things to
execute and deliver this Agreement on behalf of such Holders and to grant the
pledge provided hereby of the Collateral Securities constituting part of such
Securities as provided herein and subject to the terms hereof.

     D. Accordingly, the Company, the Collateral Agent and the Purchase Contract
Agent, on its own behalf and as attorney-in-fact of the Holders from time to
time of the Securities, agree as follows:

     Section 1. Definitions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

     1. the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular; and

     2. the words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular Article,
Section or other subdivision.

     "Act" has the meaning specified in the Purchase Contract Agreement.

     "Agreement" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more agreements supplemental
hereto entered into pursuant to the applicable provisions hereof.

     ["Applicable Treasury Regulations" means Subpart 0-Book-Entry Procedures of
Title 31 of the Code of Federal Regulations (31 CFR (S) 306.115 et. seq.) and
any other regulations of the United States Treasury Department from time to time
applicable to the transfer or pledge of book entry U.S. Treasury Securities.]

     "Board Resolution" has the meaning specified in the Purchase Contract
Agreement.


                                       Ex B-1



     "Business Day" means any day that is not a Saturday, a Sunday or a day on
which the New York Stock Exchange or banking institutions or trust companies in
The City of New York are authorized or obligated by law or executive order to be
closed.

     "Collateral Agent" has the meaning specified in the first paragraph of this
instrument.

     "Collateral Securities" has the meaning specified in the Recitals.

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor shall have become such, and thereafter
"Company" shall mean such successor.

     "Early Settlement" has the meaning specified in the Purchase Contract
Agreement.

     "Early Settlement Amount" has the meaning specified in the Purchase
Contract Agreement.

     "Final Settlement Date" has the meaning specified in the Recitals.

     "Holder" when used with respect to a Security, or a Purchase Contract
constituting a part thereof, has the meaning specified in the Purchase Contract
Agreement.

     "Opinion of Counsel" has the meaning specified in the Purchase Contract
Agreement.

     "Outstanding Securities" has the meaning specified in the Purchase Contract
Agreement.

     "Outstanding Security Certificates" has the meaning specified in the
Purchase Contract Agreement.

     "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "Pledge" has the meaning specified in Section 2 hereof.

     "Pledged Collateral Securities" has the meaning specified in Section 2
hereof.

     "Purchase Contract" has the meaning specified in the Purchase Contract
Agreement.

     "Purchase Contract Agent" has the meaning specified in the first paragraph
of this instrument.

     "Security" has the meaning specified in the Recitals.

     "Security Certificate" has the meaning specified in the Purchase Contract
Agreement.

     "Stated Amount" has the meaning specified in the Recitals.

     "Termination Event" has the meaning specified in the Purchase Contract
Agreement.

     Section 2. The Pledge. The Holders from time to time of the Securities
acting through the Purchase Contract Agent, as their attorney-in-fact, hereby
pledge and grant to the Collateral Agent, as collateral security for the
performance when due by such Holders of their respective obligations under the
Purchase Contracts constituting part of such Securities, for the benefit of the
Company, a security interest in all of the right, title and interest of such
Holders in the Collateral Securities constituting a part of such Securities.
Prior to or concurrently with the execution and delivery of this Agreement, the
initial Holders and the Collateral Agent shall (i) cause the Collateral
Securities to be delivered to the Collateral Agent by Federal Reserve Bank-Wire
or by book-entry transfer through the facilities of the Depositary Trust
Company, as the case may be, to the account of the Collateral Agent designated
by it for such purpose and (ii) take appropriate action so that the applicable
Federal Reserve Bank through which such Collateral Securities have been

                                     Ex B-2



purchased will reflect such transfer and the Pledge by appropriate entries in
its records in accordance with Applicable Treasury Regulations. In addition, the
execution and delivery hereof bythe Purchase Contract Agent and the Collateral
Agent shall constitute (i) the notification to the Collateral Agent (as bailee
or otherwise) of the Pledge and (ii) an acknowledgment by the Collateral Agent
(as third party in possession or otherwise) of the Pledge and of its holding of
such Collateral Securities subject to the Pledge, in each case, for purposes of
perfecting the Pledge under Applicable Treasury Regulations and other applicable
law, as the case may be, including, to the extent applicable, the Uniform
Commercial Code as adopted and in effect in any applicable jurisdiction. The
pledge provided in this Section 2 is herein referred to as the "Pledge" and the
Collateral Securities subject to the Pledge, excluding any Collateral Securities
released from the Pledge as provided in Section 4 hereof, are hereinafter
referred to as the "Pledged Collateral Securities." Subject to the Pledge, the
Holders from time to time of the Securities shall have full beneficial ownership
of the Collateral Securities constituting a part of such Securities.

     Section 3. Payments of Principal, Redemption Price and Distributions. (a)
All payments of principal or redemption price of, or distributions on, any
Collateral Securities constituting part of the Securities received by the
Collateral Agent shall be paid by the Collateral Agent by wire transfer in same
day funds no later than 2:00 p.m., New York City time, on the Business Day such
payment is received by the Collateral Agent (provided that in the event such
interest payment is received by the Collateral Agent on a day that is not a
Business Day or after 2:00 p.m., New York City time, on a Business Day, then
such payment shall be made no later than 9:00 a.m., New York City time, on the
next succeeding Business Day) (i) in the case of (A) distributions with respect
to any Collateral Securities and (B) any principal or redemption payments with
respect to any Collateral Securities that have been released from the Pledge
pursuant to Section 4 hereof, to the Purchase Contract Agent to the account
designated by it for such purpose and (ii) in the case of principal or
redemption payments on any Pledged Collateral Securities, to the Company, in
full satisfaction of the respective obligations of the Holders of the Securities
of which such Pledged Collateral Securities are a part under the Purchase
Contracts forming a part of such Securities. All such payments received by the
Purchase Contract Agent as provided herein shall be applied by the Purchase
Contract Agent pursuant to the provisions of the Purchase Contract Agreement.
If, notwithstanding the foregoing, the Purchase Contract Agent shall receive any
payments of principal or in respect of redemption on account of any Pledged
Collateral Securities, the Purchase Contract Agent shall hold the same as
trustee of an express trust for the benefit of the Company (and promptly deliver
over to the Company) for application to the obligations of the Holders of the
Securities of which such Collateral Securities are a part under the Purchase
Contracts relating to the Securities of which such Collateral Securities are a
part, and such Holders shall acquire no right, title or interest in any such
payments of principal or in respect of redemption so received.

     Section 4. Release of Pledged Collateral Securities. (a) Upon notice to the
Collateral Agent by the Company or the Purchase Contract Agent that there has
occurred a Termination Event, the Collateral Agent shall release all Pledged
Collateral Securities from the Pledge and shall transfer all such Collateral
Securities, free and clear of any lien, pledge or security interest created
hereby, to the Purchase Contract Agent.

     (b) Upon notice to the Collateral Agent by the Purchase Contract Agent that
one or more Holders of Securities have elected to effect Early Settlement of
their respective obligations under the Purchase Contracts forming a part of such
Securities in accordance with the terms of the Purchase Contracts and the
Purchase Contract Agreement, and that the Purchase Contract Agent has received
from such Holders, and paid to the Company, the related Early Settlement Amounts
pursuant to the terms of the Purchase Contracts and the Purchase Contract
Agreement and that all conditions to such Early Settlement have been satisfied,
then the Collateral Agent shall release from the Pledge Pledged Collateral
Securities with a principal amount or liquidation preference equal to the
product of (i) the Stated Amount times (ii) the number of such Purchase
Contracts as to which such Holders have elected to effect Early Settlement.

     (c) Transfers of Collateral Securities pursuant to Section 4(a) or (b)
shall be by Federal Reserve Bank-Wire, book-entry transfer through the
facilities of the Depository Trust Company or in another appropriate manner, (i)
if the Collateral Agent shall have received such notification at or prior to
1:00 p.m., New York City time, on a Business Day, then no later than 2:00 p.m.,
New York City time, on such Business Day and (ii) if the Collateral Agent shall
have received such notification on a day that is not a Business Day or after
1:00 p.m., New York City time, on a Business Day, then no later than 9:00 a.m.,
New York City time, on the next succeeding Business Day.

                                     Ex B-3



     Section 5. Rights and Remedies. (a) The Collateral Agent shall have all of
the rights and remedies with respect to the Pledged Collateral Securities of a
secured party under the Uniform Commercial Code as in effect in the State of New
York (the "Code") (whether or not said Code is in effect in the jurisdiction
where the rights and remedies are asserted) and such additional rights and
remedies to which a secured party is entitled under the laws in effect in any
jurisdiction where any rights and remedies hereunder may be asserted.

     (b) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company on account of principal payments of, or in
respect of the redemption of, any Pledged Collateral Securities as provided in
Section 3 hereof in satisfaction of the obligations of the Holder of the
Securities of which such Pledged Collateral Securities are a part under the
Purchase Contracts forming a part of such Securities, the Collateral Agent shall
have and may exercise, with reference to such Pledged Collateral Securities and
such obligation of such Holder, any and all of the rights and remedies available
to a secured party under the Code after default by a debtor, and as otherwise
granted herein or under any other law.

     (c) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of principal of, in respect of
redemptions of or distributions on the Pledged Collateral Securities.

     (d) The Purchase Contract Agent agrees that, from time to time, upon the
written request of the Collateral Agent, the Purchase Contract Agent shall
execute and deliver such further documents and so such other acts and things as
the Collateral Agent may reasonably request in order to maintain the Pledge, and
the perfection and priority thereof, and to confirm the rights of the Collateral
Agent hereunder.

     Section 6. The Collateral Agent. The Collateral Agent and the Company
hereby agree between themselves as follows (it being understood and agreed that
neither the Purchase Contract Agent nor any Holder of Securities shall have any
rights under this Section 6):

     6.01. Appointment, Powers and Immunities. The Collateral Agent shall act as
agent for the Company hereunder with such powers as are specifically vested in
the Collateral Agent by the terms of this Agreement, together with such other
powers as are reasonably incidental thereto. The Collateral Agent: (a) shall
have no duties or responsibilities except those expressly set forth in this
Agreement and no implied covenants or obligations shall be inferred from this
Agreement against the Collateral Agent, nor shall the Collateral Agent be bound
by the provisions of any agreement by any party hereto beyond the specific terms
hereof; (b) shall not be responsible to the Company for any recitals contained
in this Agreement, or in any certificate or other document referred to or
provided for in, or received by it under, this Agreement, the Securities or the
Purchase Contract Agreement, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement (other than as
against the Collateral Agent), the Securities or the Purchase Contract Agreement
or any other document referred to or provided for herein or therein or for any
failure by the Company or any other Person (except the Collateral Agent) to
perform any of its obligations hereunder or thereunder; (c) shall not be
required to initiate or conduct any litigation or collection proceedings
hereunder (except pursuant to directions furnished under Section 6.02 hereof);
(d) shall not be responsible for any action taken or omitted to be taken by it
hereunder or under any other document or instrument referred to or provided for
herein or in connection herewith or therewith, except for its own negligence;
and (c) shall not be required to advise any party as to selling or retaining, or
taking or refraining from taking any action with respect to, any securities or
other property deposited hereunder. Subject to the foregoing, during the terms
of this Agreement the Collateral Agent shall take all reasonable action in
connection with the safekeeping and preservation of the Pledged Collateral
Securities hereunder.

     No provisions of this Agreement shall require the Collateral Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder. In no event shall the Collateral
Agent be liable for any amount in excess of the value of the Pledged Collateral
Securities.

     6.02. Instructions of the Company. The Company shall have the right, by one
or more instruments in writing executed and delivered to the Collateral Agent,
to direct the time, method and place of conducting any proceeding for any right
or remedy available to the Collateral Agent, or of exercising any power
conferred on the Collateral Agent, or to direct the taking or refraining from
taking of any action authorized by this Agreement; provided, however, that (i)

                                     Ex B-4



such direction shall not conflict with the provisions of any law or of this
Agreement and (ii) the Collateral Agent shall be adequately indemnified as
provided herein. Nothing in this Section 6.02 shall impair the right of the
Collateral Agent in its discretion to take any action or omit to take any action
which it deems proper and which is not inconsistent with such direction.

     6.03. Reliance by Collateral Agent. The Collateral Agent shall be entitled
to rely upon any certification, order, judgment, opinion, notice or other
communication (including, without limitation, any thereof by telephone, telecopy
telex, telegram or cable) believed by it to be genuine and correct and to have
been signed or sent by or on behalf of the proper Person or Persons (without
being required to determine the correctness of any fact stated therein), and
upon advice and statements of legal counsel and other experts selected by the
Collateral Agent. As to any matters not expressly provided for by this
Agreement, the Collateral Agent shall in all cases be fully protected in acting,
or in refraining from acting, hereunder in accordance with instructions given by
the Company in accordance with this Agreement.

     6.04. Rights in Other Capacities. The Collateral Agent and its affiliates
may (without having to account therefor to the Company) accept deposits from,
lend money to, make investments in and generally engage in any kind of banking,
trust or other business with the Purchase Collateral Agent, and the Collateral
Agent and its affiliates may accept fees and other consideration from the
Purchase Contract agent and any Holder or Securities without having to account
for the same to the Company, provided that the Collateral Agent covenants and
agrees with the Company that the Collateral Agent shall not accept, receive or
permit there to be created in its favor any security interest, lien or other
encumbrance of any kind in or upon the Pledged Collateral Securities.

     6.05. Non-Reliance on Collateral Agent. The Collateral Agent shall not be
required to keep itself informed as to the performance or observance by the
Purchase Contract Agent or any Holder of Securities of this Agreement, the
Purchase Contract Agreement, the Securities or any other document referred to or
provided for herein or therein or to inspect the properties or books of the
Purchase Contract Agent or any Holder of Securities. The Collateral Agent shall
not have any duty or responsibility to provide the Company with any credit or
other information concerning the affairs, financial condition or business of the
Purchase Contract Agent or any Holder of Securities (or any of their affiliates)
that may come into the possession of the Collateral Agent or any of its
affiliates.

     6.06. Compensation and Indemnity. The Company agrees: (i) to pay the
Collateral Agent from time to time reasonable compensation for all services
rendered by it hereunder and (ii) to indemnify the Collateral Agent for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of its powers and duties under this Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of such powers and
duties.

     6.07. Failure to Act. In the event of any ambiguity in the provisions of
this Agreement or any dispute between or conflicting claims by or among the
undersigned and/or any other person or entity with respect to any funds or
property deposited hereunder, the Collateral Agent shall be entitled, at its
sole option, to refuse to comply with any and all claims, demands or
instructions with respect to such property or funds so long as such dispute or
conflict shall continue, and the Collateral Agent shall not be or become liable
in any way to any of the undersigned for its failure or refusal to comply with
such conflicting claims, demands or instructions. The Collateral Agent shall be
entitled to refuse to act until either (i) such conflicting or adverse claims or
demands shall have been finally determined by a court of competent jurisdiction
or settled by agreement between the conflicting parties as evidenced in a
writing, satisfactory to the Collateral Agent or (ii) the Collateral Agent shall
have received security or an indemnity satisfactory to the Collateral Agent
sufficient to save the Collateral Agent harmless from and against any and all
loss, liability or expense which the Collateral Agent may incur by reason of its
acting. The Collateral Agent may in addition elect to commence an interpleader
action or seek other judicial relief or orders as the Collateral Agent may deem
necessary. Notwithstanding anything contained herein to the contrary, the
Collateral Agent shall not be required to take any action that is in its opinion
contrary to law or to the terms of this Agreement, or which would in its opinion
subject it or any of its officers, employees or directors to liability.

                                     Ex B-5



     6.08. Resignation of Collateral Agent. Subject to the appointment and
acceptance of a successor Collateral Agent as provided below, (a) the Collateral
Agent may resign at any time by giving notice thereof to the Company and the
Purchase Contract Agent, (b) the Collateral Agent may be removed at any time by
the Company and (c) if the Collateral Agent fails to perform any of its material
obligations hereunder in any material respect for a period of not less than 20
days after receiving notice of such failure by the Purchase Contract Agent and
such failure shall be continuing, the Collateral Agent may be removed by the
Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the
Company of any removal of the Collateral Agent pursuant to clause (c) of the
immediately preceding sentence. Upon any such resignation or removal, the
Company shall have the right to appoint a successor Collateral Agent. If no
successor Collateral Agent shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Collateral Agent's giving of
notice of resignation or such removal, then the retiring Collateral Agent may
petition any court of competent jurisdiction for the appointment of a successor
Collateral Agent. The Collateral Agent shall be a bank which has an office in
the City of ___________ with a combined capital and surplus of at least
$50,000,000. Upon the acceptance of any appointment as Collateral Agent
hereunder by a successor Collateral Agent, such successor Collateral Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Collateral Agent, and the retiring Collateral Agent
shall take all appropriate action to transfer any money and property held by it
hereunder (including the Pledged Collateral Securities) to such successor
Collateral Agent. The retiring Collateral Agent shall, upon such succession, be
discharged from its duties and obligations as Collateral Agent hereunder. After
any retiring Collateral Agent's resignation hereunder as Collateral Agent, the
provisions of this Section 6 shall continue in effect for its benefit in respect
of any actions taken or omitted to be taken by it while it was acting as the
Collateral Agent.

     Promptly following the removal or resignation of the Collateral Agent the
Company shall give written notice thereof to Moody's Investors Services, Inc.

     6.09. Right to Appoint Agent or Advisor. The Collateral Agent shall have
the right to appoint agents or advisors in connection with any of its duties
hereunder, and the Collateral Agent shall not be liable for any action taken or
omitted by such agents or advisors selected in good faith.

     The provisions of this Section 6 shall survive termination of this
Agreement and the resignation or removal of the Collateral Agent.

     Section 7. Amendment.

     7.01. Amendment Without Consent of Holders. Without the consent of any
Holders, the Company, the Collateral Agent and the Purchase Contract Agent, at
any time and from time to time, may amend this Agreement in form satisfactory to
the Company, the Collateral Agent and the Purchase Contract Agent, for any of
the following purposes:

          1. to evidence the succession of another Person to the Company, and
     the assumption by any such successor of the covenants of the Company; or

          2. to add to the covenants of the Company for the benefit of the
     Holders, or to surrender any right or power herein conferred upon the
     Company; or

          3. to evidence and provide for the acceptance of appointment hereunder
     by a successor Collateral Agent or Purchase Contract Agent; or

          4. to cure any ambiguity, to correct or supplement any provisions
     herein which may be inconsistent with any other such provisions herein, or
     to make any other provisions with respect to such matters or questions
     arising under this Agreement, provided such action shall not adversely
     affect the interests of the Holders.

     7.02. Amendment with Consent of Holders. With the consent of the Holders of
not less than 66 2/3% of the Outstanding Securities, by Act of said Holders
delivered to the Company, the agent and the Collateral Agent, the Company, when
authorized by the Board Resolution, the Agent and the Collateral Agent may amend
this Agreement for the purpose of modifying in any manner the provisions of this
Agreement or the rights of the holders in respect of

                                     Ex B-6



the Securities; provided, however, that no such supplemental agreement shall,
without the consent of the Holder of each Outstanding Security affected thereby,

          1. change the amount or type of Collateral Securities underlying a
     Security, impair the right of the Holder of any Security to receive
     distributions on the underlying Collateral Securities or otherwise
     adversely affect the Holder's rights in or to such Collateral Securities;
     or

          2. otherwise effect any action that would require the consent of the
     Holder of each Outstanding Security affected thereby pursuant to the
     Purchase Contract Agreement if such action were effected by an agreement
     supplemental thereto; or

          3. reduce the percentage of Outstanding Securities the consent of
     whose Holders is required for any such amendment.


     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such act shall approve the substance thereof.

     7.03. Execution of Amendments. In executing any amendment permitted by this
Section, the Collateral Agent and the Purchase Contract Agent shall be entitled
to receive and (subject to Section 6.01 hereof, with respect to the Collateral
Agent, and Section 701 of the Purchase Contract Agreement, with respect to the
Purchase Contract Agent) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted
by this Agreement.

     7.04. Effect of Amendments. Upon the execution of any amendment under this
Section, this Agreement shall be modified in accordance therewith, and such
amendment shall form a part of this Agreement for all purposes; and every Holder
of Security Certificates theretofore or thereafter authenticated, executed on
behalf of the Holders and delivered under the Purchase Contract Agreement shall
be bound thereby.

     7.05. Reference to Amendments. Security Certificates authenticated,
executed on behalf of the Holders and delivered after the execution of any
amendment pursuant to this Section may, and shall if required by the Collateral
Agent or the Purchase Contract Agent, bear a notation in form approved by the
Purchase Contract Agent and the Collateral Agent as to any matter provided for
in such amendment. If the Company shall so determine, new Security Certificates
so modified as to conform, in the opinion of the Collateral Agent, the Purchase
Contract Agent and the Company, to any such amendment may be prepared and
executed by the Company and authenticated, executed on behalf of the Holders and
delivered by the Purchase Contract Agent in accordance with the Purchase
Contract Agreement in exchange for Outstanding Security Certificates.

     Section 8.   Miscellaneous.

     8.01. No Waiver. No failure on the part of the Collateral Agent or any of
its agents to exercise, and no course of dealing with respect to, and no delay
in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Collateral Agent or any
of its agents of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein are cumulative and are not exclusive of any remedies
provided by law.

     8.02. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Company, the Collateral
Agent and the Holders from time to time of the Securities, acting through the
Purchase Contract Agent as their attorney-in-fact, hereby submit 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 the purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. The Company, the Collateral
Agent and the Holders from time to time of the Securities, acting through the
Purchase Contract Agent as their attorney-in-fact, irrevocably waive, to the
fullest extent permitted by applicable law, any objection which they may now or
hereafter have to the laying of

                                     Ex B-7



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.

     8.03. Notices. All notices, requests, consents and other communications
provided for herein (including, without limitation, any modifications of, or
waivers or consents under, this Agreement) shall be given or made in writing
(including, without limitation, by telecopy) and delivered to the intended
recipient at the "Address for Notices" specified below its name on the signature
pages hereof or, as to any party, at such other address as shall be designated
by such party in a notice to the other parties. Except as otherwise provided in
this Agreement, all such communications shall be deemed to have been duly given
when transmitted by telecopier or personally delivered or, in the case of a
mailed notice, upon receipt, in each case given or addressed as aforesaid.

     8.04. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the Company,
the Collateral Agent and the Purchase Contract Agent, and the Holders from time
to time of the Securities, by their acceptance of the same, shall be deemed to
have agreed to be bound by the provisions hereof and to have ratified the
agreements of, and the grant of the Pledge hereunder by, the Purchase Contract
Agent.

     8.05. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.

     8.06. Severability. If any provision hereof is invalid and unenforceable in
any jurisdiction, then, to the fullest extent permitted bylaw, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in order to carry out the intentions of the parties
hereto as nearly as may be possible and (ii) the invalidity or unenforceability
of any provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.

     8.07. Expenses, etc. The Company agrees to reimburse the Collateral Agent
for: (a) all reasonable out-of-pocket costs and expenses of the Collateral Agent
(including, without limitation, the reasonable fees and expenses of counsel to
the Collateral Agent), in connection with (i) the negotiation, preparation,
execution and delivery or performance of this Agreement and (ii) any
modification, supplement or waiver of any of the terms of this Agreement; (b)
all reasonable costs and expenses of the Collateral Agent (including, without
limitation, reasonable fees and expenses of counsel) in connection with (i) any
enforcement or proceedings resulting or incurred in connection with causing any
Holder of Securities to satisfy its obligations under the Purchase Contracts
forming a part of the Securities and (ii) the enforcement of this Section 8.07;
and (c) all transfer, stamp, documentary or other similar taxes, assessments or
charges levied by any governmental or revenue authority in respect of this
Agreement or any other document referred to herein and all costs, expenses,
taxes, assessments and other charges incurred in connection with any filing,
registration, recording or perfection of any security interest contemplated
hereby.

     8.08. Security Interest Absolute. All rights of the Collateral Agent and
security interests hereunder, and all obligations of the Holders from time to
time of the Securities hereunder, shall be absolute and unconditional
irrespective of:

          1. any lack of validity or enforceability of any provision of the
     Purchase Contracts or the Securities or any other agreement or instrument
     relating thereto;

          2. any change in the time, manner or place of payment of, or any other
     term of, or any increase in the amount of, all or any of the obligations of
     Holders of Securities under the related Purchase Contracts, or any other
     amendment or waiver of any term of, of any consent to any departure from
     any requirement of, the Purchase Contract Agreement or any Purchase
     Contract or any other agreement or instrument relating thereto; or

          3. any other circumstance which might otherwise constitute a defense
     available to, or discharge of, a borrower, a guarantor or a pledgor.

                                     Ex B-8



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

                                   RADIO ONE, INC.

                                   By:__________________________________________
                                   Name:
                                   Title:

                                   Address for Notices:

                                   Radio One, Inc.
                                   5900 Princess Garden Parkway, 7/th/ Floor
                                   Lanham, MD  20706-2969
                                   (301) 306-1111


                                   [     ]
                                   as Purchase Contract Agent and as
                                   attorney-in-fact of the Holders from
                                   time to time of the Securities


                                   By:__________________________________________
                                   Name:
                                   Title:

                                   Address for Notices:

                                   [                     ],
                                   as Collateral Agent


                                   By:__________________________________________
                                   Name:
                                   Title:

                                     Ex B-9

EX-5.1

                                  [EXHIBIT 5.1]
                          [KIRKLAND & ELLIS LETTERHEAD]

                                                            January 29, 2002

Radio One, Inc.
5900 Princess Garden Parkway, 7th Floor
Lanham, MD  20706-2969

         Re: Registration of Securities

Ladies and Gentlemen:

         We have acted as special counsel to Radio One, Inc., a Delaware
corporation (the "Company") and each of the Co-Registrants (as defined below) in
connection with the preparation of the Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") on or about January 29, 2002, by the Company and by Radio One
Trust I and Radio One Trust II, each a statutory business trust formed under the
laws of the State of Delaware (each a "Trust" and collectively, the "Trusts").

         The Registration Statement relates to the issuance and sale from time
to time, pursuant to Rule 415 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), of the
following securities with an aggregate initial public offering price of up to
$500,000,000: (a) class D common stock, par value $0.001 per share, of the
Company ("Common Stock"); (b) preferred stock, par value $0.001 per share, of
the Company ("Preferred Stock"); (c) warrants to purchase Common Stock ("Common
Stock Warrants"); (d) warrants to purchase Preferred Stock ("Preferred Stock
Warrants"); (e) one or more series of debt securities of the Company ("Debt
Securities"), consisting of debentures, notes and/or other evidences of
indebtedness, which may be unsubordinated ("Senior Debt Securities"), and
subordinated ("Subordinated Debt Securities") to certain other obligations of
the Company, and related guarantees by the Co-Registrants (individually, a "Debt
Guarantee," and collectively, the "Debt Guarantees"), and subordinated and
junior to the Subordinated Debt Securities ("Junior Subordinated Debentures");
(f) warrants to purchase Debt Securities ("Debt Warrants"); (g) trust preferred
securities of one or more of the Trusts ("Trust Preferred Securities"), and
related guarantees by the Company (individually, a "Trust Guarantee," and
collectively, the "Trust Guarantees"); (h) 8 7/8% Senior Subordinated Notes due
2011 ("8 7/8% Notes") and related Debt Guarantees; (i) purchase contracts
obligating holders to purchase Common Stock at a future date or dates ("Purchase
Contracts"); and (j) units comprised of Purchase Contracts and one or more Debt
Securities, Trust Preferred Securities, or debt obligations of third parties, in
any combination ("Units," and, together with the Common Stock, Preferred Stock,
Common Stock Warrants, Preferred Stock Warrants, Debt Securities, Debt
Guarantees, Debt Warrants, Trust Preferred Securities, Trust Guarantees, 8 7/8%
Notes, Purchase Contracts and Units, the "Securities"). The



Radio One, Inc.
January 29, 2002
Page 2

Registration Statement also relates to the registration by the Company of
3,483,510 shares of Common Stock, to be registered for the selling stockholders
listed in the Registration Statement (the "Secondary Shares").

        The Co-Registrants are as follows: Satellite One, L.L.C., Radio One of
Charlotte, LLC; Radio One Licenses, LLC; Radio One of Detroit, LLC; Radio One of
Atlanta, LLC; ROA Licenses, LLC; Radio One of Augusta, LLC; Charlotte
Broadcasting, LLC; Radio One of North Carolina, LLC; Radio One of Boston
Licenses, LLC; Radio One of Indiana, LLC; Radio One of Texas I, LLC; Radio One
of Texas II, LLC (collectively, the " Delaware LLC Co-Registrants"); Bell
Broadcasting Company ("Bell"); Radio One of Boston, Inc. and Blue Chip Merger
Subsidiary, Inc. (collectively, the "Delaware Corporate Co-Registrants"); Blue
Chip Broadcast Company ("Blue Chip"); Blue Chip Broadcasting, Ltd. and Blue Chip
Broadcasting Licenses, Ltd. (collectively, the "Ohio LLC Co-Registrants"); Blue
Chip Broadcasting Licenses II, Ltd. ("Blue Chip Licenses II"); and Radio One of
Indiana, L.P. and Radio One of Texas, L.P. (collectively, the "Delaware
Partnership Co-Registrants" and, together with the Delaware LLC Co-Registrants,
Bell, the Delaware Corporate Co-Registrants, Blue Chip, the Ohio LLC
Co-Registrants, and Blue Chip Licenses II, the "Co-Registrants").


        The Senior Debt Securities will be issued under a senior debt securities
indenture in the form filed as an exhibit to the Registration Statement (as
amended or supplemented from time to time, the "Senior Indenture"), proposed to
be entered into between the Company and the trustee named therein (the "Senior
Indenture Trustee") and qualified to act as such under the Trust Indenture Act
of 1939, as amended (the "TIA"). The Subordinated Debt Securities will be issued
under a subordinated debt securities indenture in the form filed as an exhibit
to the Registration Statement (as amended or supplemented from time to time, the
"Subordinated Indenture"), proposed to be entered into between the Company and
the trustee named therein (the "Subordinated Indenture Trustee") and qualified
to act as such under the TIA. The Junior Subordinated Debentures will be issued
under a junior subordinated debentures indenture in the form filed as an exhibit
to the Registration Statement (as amended or supplemented from time to time, the
"Junior Subordinated Debentures Indenture"), proposed to be entered into between
the Company and the trustee named therein (the "Junior Subordinated Debentures
Indenture Trustee") and qualified to act as such under the TIA. The Debt
Warrants will be issued under a debt warrant agreement in the form filed as an
exhibit to the Registration Statement (as amended or supplemented from time to
time, the "Debt Warrant Agreement"). The Common Stock Warrants and the Preferred
Stock Warrants will be issued under a stock warrant agreement containing
provisions substantially as set forth in the form of standard stock warrant
agreement provisions filed as an exhibit to the Registration Statement (as
amended or supplemented from time to time, the "Stock Warrant Agreement"). The
Trust Preferred Securities will be issued by one or more Trusts pursuant to an
amended and restated trust agreement in the form filed as an exhibit to the
Registration Statement (as amended or supplemented from time to time, a "Trust
Agreement"), proposed to be entered into between the Company, as sponsor,
Wilmington Trust Company, as Property Trustee and qualified to act as such under
the TIA, Wilmington Trust Company, as Delaware Trustee, and the Administrative
Trustees to be named therein. Each Trust Guarantee will be issued pursuant to a
guarantee agreement in the form filed as an exhibit to the





Radio One, Inc.
January 29, 2002
Page 3

Registration Statement (as amended or supplemented from time to time, a
"Preferred Securities Guarantee Agreement"), proposed to be entered into between
the Company and Wilmington Trust Company. The 8 7/8% Notes will be issued under
the indenture filed as an exhibit to the Registration Statement (as amended or
supplemented from time to time, the "8 7/8% Notes Indenture"), dated as of May
18, 2001, between Radio One, Inc. and United States Trust Company of New York,
as Trustee, amended by the First Supplemental Indenture, dated August 10, 2001,
among Radio One, Inc., the Guaranteeing Subsidiaries and other Guarantors listed
therein, and The Bank of New York (as successor to The United States Trust
Company of New York), as trustee and as further amended by the Second
Supplemental Indenture, dated December 31, 2001, among Radio One, Inc., the
Guaranteeing Subsidiaries and other Guarantors listed therein, and The Bank of
New York. The 8 7/8% Notes Indenture, the Senior Debt Indenture, the
Subordinated Debt Indenture and the Junior Subordinated Debentures Indenture are
herein referred to collectively as the "Indentures" and each individually as an
"Indenture". The Purchase Contracts will be issued under a stock purchase
contract agreement substantially in the form filed as an exhibit to the
Registration Statement (as amended or supplemented from time to time, the
"Purchase Contract Agreement"). The Units will be issued under a unit agreement
substantially in a form that will be filed as an exhibit to a post-effective
amendment to the Registration Statement or incorporated by reference therein
(the "Unit Agreement").

         In connection herewith, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, organizational
records and other instruments as we have deemed necessary for the purpose of
this opinion, including (i) the Amended and Restated Certificate of
Incorporation and the Amended and Restated Bylaws of the Company, (ii) the
organizational and governing documents of each of the Co-Registrants, (iii) the
minutes and records of the corporate proceedings of the Company with respect to
the issuance of the Securities, (iv) the minutes and records of the corporate,
partnership or limited liability company (as applicable) proceedings of the
Co-Registrants with respect to the issuance of the Debt Guarantees and (v) the
Registration Statement and the exhibits thereto.

         For the purposes of our opinions, we have, with your permission,
assumed the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as copies and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing all documents on behalf of the parties thereto, and the due
authorization, execution and delivery of all documents by the parties thereto.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.

         Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:






Radio One, Inc.
January 29, 2002
Page 4



1.   Each of the Company and the Delaware Corporate Co-Registrants is a
     corporation existing and in good standing under the General Corporation Law
     of the State of Delaware. Each of the Delaware LLC Co-Registrants is a
     limited liability company existing and in good standing under the Delaware
     Limited Liability Company Act. Each of the Delaware Partnership
     Co-Registrants is a limited partnership existing and in good standing under
     the Delaware Revised Uniform Limited Partnership Act. Bell is corporation
     existing and in good standing under the Michigan Business Corporation Act.
     Blue Chip is a corporation existing and in good standing under the Ohio
     General Corporation Law. Each of the Ohio LLC Co-Registrants is a limited
     liability company existing and in good standing under the Ohio Limited
     Liability Companies Statute. Blue Chip Licenses II is a limited liability
     company existing and in good standing under the Nevada Limited Liability
     Companies Statute.

2.   When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) the appropriate
     corporate action has been taken by the Company to authorize the form,
     terms, execution and delivery of the Senior Debt Indenture and any
     supplemental indentures and the terms of any series of Senior Debt
     Securities, (c) the Senior Indenture has been qualified under the TIA, (d)
     the Senior Indenture Trustee has been qualified under the TIA, (e) the
     Senior Debt Securities shall have been issued in the form and containing
     the terms set forth in the Registration Statement, the Senior Indenture and
     such corporate action, (f) any legally required consents, approvals,
     authorizations and other orders of the Commission and any other regulatory
     authorities are obtained, and (g) the Senior Debt Securities have been
     authenticated by the Senior Indenture Trustee, then, upon the happening of
     such events, the Senior Debt Securities, when issued, will be binding
     obligations of the Company, enforceable against the Company in accordance
     with their terms.

3.   When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) the Senior Debt
     Securities shall have become binding obligations of the Company,
     enforceable against the Company in accordance with their terms, (c) the
     appropriate corporate, partnership or limited liability company (as
     applicable) action has been taken by each applicable Co-Registrant to
     authorize the form, terms, execution and delivery of such Co-Registrant's
     Debt Guarantee with respect to the Senior Debt Securities (the "Senior Debt
     Guarantee"), (d) making and performing the Senior Debt Guaranty shall be
     necessary and convenient to the conduct, promotion or attainment of the
     business of such (or Registrant and (e) the Senior Debt Guarantees shall
     have been issued in the form and containing the terms set forth in the
     Registration Statement, the Senior Debt Indenture and such corporate,
     partnership or limited liability company (as applicable) action, then, upon
     the happening of such events, such Senior Debt Guarantee, when issued, will
     constitute a valid and binding obligation of such Co-Registrant,
     enforceable against such Co-Registrant in accordance with its terms.


4.   When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) the appropriate
     corporate action has been taken by the Company to authorize the form,
     terms, execution and delivery of the Subordinated Indenture





Radio One, Inc.
January 29, 2002
Page 5


     and any supplemental indentures and the terms of any series of Subordinated
     Debt Securities, (c) the Subordinated Indenture has been qualified under
     the TIA, (d) the Subordinated Indenture Trustee has been qualified under
     the TIA, (e) the Subordinated Debt Securities shall have been issued in the
     form and containing the terms set forth in the Registration Statement, the
     Subordinated Indenture and such corporate action, (f) any legally required
     consents, approvals, authorizations and other orders of the Commission and
     any other regulatory authorities are obtained, and (g) the Subordinated
     Debt Securities have been authenticated by the Subordinated Indenture
     Trustee, then, upon the happening of such events, the Subordinated Debt
     Securities, when issued, will be binding obligations of the Company,
     enforceable against the Company in accordance with their terms.

5.   When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) the Subordinated Debt
     Securities shall have become binding obligations of the Company,
     enforceable against the Company in accordance with their terms, (c) the
     appropriate corporate, partnership or limited liability company (as
     applicable) action has been taken by each applicable Co-Registrant to
     authorize the form, terms, execution and delivery of such Co-Registrant's
     Debt Guarantee with respect to the Subordinated Debt Securities (the
     "Subordinated Debt Guarantee"), (d) making and performing the Subordinated
     Debt Guarantee shall be necessary or convenient to the conduct, promotion
     or attainment of the business of such Co-Registrant and (e) the
     Subordinated Debt Guarantees shall have been issued in the form and
     containing the terms set forth in the Registration Statement, the
     Subordinated Debt Indenture and such corporate, partnership or limited
     liability company (as applicable) action, then, upon the happening of such
     events, such Subordinated Debt Guarantee, when issued, will constitute a
     valid and binding obligation of such Co-Registrant, enforceable against
     such Co-Registrant in accordance with its terms.

6.   When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) the appropriate
     corporate action has been taken by the Company to authorize the form,
     terms, execution and delivery of the Junior Subordinated Debentures
     Indenture and any supplemental indentures and the terms of any series of
     Junior Subordinated Debentures, (c) the Junior Subordinated Debentures
     Indenture has been qualified under the TIA, (d) the Junior Subordinated
     Debentures Indenture Trustee has been qualified under the TIA, (e) the
     Junior Subordinated Debentures shall have been issued in the form and
     containing the terms set forth in the Registration Statement, the Junior
     Subordinated Debentures Indenture and such corporate action, (f) any
     legally required consents, approvals, authorizations and other orders of
     the Commission and any other regulatory authorities are obtained, and (g)
     the Junior Subordinated Debentures have been authenticated by the Junior
     Subordinated Debentures Indenture Trustee, then, upon the happening of such
     events, the Junior Subordinated Debentures, when issued, will be binding
     obligations of the Company, enforceable against the Company in accordance
     with their terms.






Radio One, Inc.
January 29, 2002
Page 6


7.   When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) the appropriate
     corporate action has been taken by the Company to authorize the form,
     terms, execution and delivery of any supplemental indentures and the terms
     of any series of 8 7/8% Notes, (c) the 8 7/8% Notes shall have been issued
     in the form and containing the terms set forth in the Registration
     Statement, the 8 7/8% Notes Indenture and such corporate action, (d) any
     legally required consents, approvals, authorizations and other orders of
     the Commission and any other regulatory authorities are obtained, and (e)
     the 8 7/8% Notes have been authenticated by the 8 7/8% Notes Indenture
     Trustee, then, upon the happening of such events, the 8 7/8% Notes, when
     issued, will be binding obligations of the Company, enforceable against the
     Company in accordance with their terms.

8.   When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) the 8 7/8% Notes
     shall have become binding obligations of the Company, enforceable against
     the Company in accordance with their terms, (c) the appropriate corporate,
     partnership or limited liability company (as applicable) action has been
     taken by each applicable Co-Registrant to authorize the form, terms,
     execution and delivery of such Co-Registrant's Debt Guarantee with respect
     to the 8 7/8% Notes (the "8_ % Notes Guarantee") (d) making and performing
     the 8 7/8% Notes Guarantee shall be necessary or convenient to the conduct,
     promotion or attainment of the business of such Co-Registrant and (e) the 8
     7/8% Notes Guarantees shall have been issued in the form and containing the
     terms set forth in the Registration Statement, the 8 7/8% Notes Indenture
     and such corporate, partnership or limited liability company (as
     applicable) action, then, upon the happening of such events, such 8 7/8%
     Notes Guarantee, when issued, will constitute a valid and binding
     obligation of such Co-Registrant, enforceable against such Co-Registrant in
     accordance with its terms.

9.   When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) appropriate corporate
     action has been taken to authorize the issuance of Common Stock, (c) any
     legally required consents, approvals, authorizations and other orders of
     the Commission and any other regulatory authorities are obtained, (d)
     Common Stock shall have been duly issued and delivered by the Company
     against payment therefor in accordance with such corporate action, and (e)
     certificates representing shares of Common Stock have been duly executed by
     the duly authorized officers of the Company in accordance with applicable
     law, then, upon the happening of such events, such Common Stock will be
     validly issued, fully paid and non-assessable (provided that the
     consideration paid therefor is not less than the par value thereof).


10.  When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) appropriate corporate
     action has been taken to authorize the issuance of Preferred Stock, to fix
     the terms thereof and to authorize the execution and filing of a
     certificate of designations relating thereto with the Secretary of State of
     the State of Delaware, (c) such certificate of designations shall have been
     executed by duly authorized officers of the Company and so filed by the
     Company, all in accordance with the laws of the






Radio One, Inc.
January 29, 2002
Page 7


     State of Delaware, (d) any legally required consents, approvals,
     authorizations and other orders of the Commission and any other regulatory
     authorities are obtained, (e) Preferred Stock with terms so fixed shall
     have been duly issued and delivered by the Company against payment therefor
     in accordance with such corporate action, and (f) certificates representing
     shares of Preferred Stock have been duly executed by the duly authorized
     officers of the Company in accordance with applicable law, then, upon the
     happening of such events, such Preferred Stock will be validly issued,
     fully paid and non-assessable (provided that the consideration paid
     therefor is not less than the par value thereof).

11.  When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) the appropriate
     corporate action has been taken by the Company to authorize the form,
     terms, execution and delivery of the Stock Warrant Agreement (including a
     form of certificate evidencing the Common Stock Warrants) and (c) Common
     Stock Warrants with such terms are duly executed, attested, issued and
     delivered by duly authorized officers of the Company against payment in the
     manner provided for in the Stock Warrant Agreement and such corporate
     action, then, upon the happening of such events, such Common Stock Warrants
     will constitute valid and binding obligations of the Company, enforceable
     against the Company in accordance with their terms.

12.  When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) the appropriate
     corporate action has been taken by the Company to authorize the form,
     terms, execution and delivery of the Stock Warrant Agreement (including a
     form of certificate evidencing the Preferred Stock Warrants) and (c)
     Preferred Stock Warrants with such terms are duly executed, attested,
     issued and delivered by duly authorized officers of the Company against
     payment in the manner provided for in the Stock Warrant Agreement and such
     corporate action, then, upon the happening of such events, such Preferred
     Stock Warrants will constitute valid and binding obligations of the
     Company, enforceable against the Company in accordance with their terms.

13.  When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) the appropriate
     corporate action has been taken by the Company to authorize the form,
     terms, execution and delivery of the Debt Warrant Agreement (including a
     form of certificate evidencing the Debt Warrants) and (c) Debt Warrants
     with such terms are duly executed, attested, issued and delivered by duly
     authorized officers of the Company against payment in the manner provided
     for in the Debt Warrant Agreement and such corporate action, then, upon the
     happening of such events, such Debt Warrants will constitute valid and
     binding obligations of the Company, enforceable against the Company in
     accordance with their terms.




Radio One, Inc.
January 29, 2002
Page 8

14.  When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) the appropriate
     corporate action has been taken by the Company to authorize the form,
     terms, execution and delivery of the Purchase Contract Agreement (including
     a form of certificate evidencing the Purchase Contracts) and (c) the
     Purchase Contracts with such terms are duly executed, attested, issued and
     delivered by duly authorized officers of the Company against payment in the
     manner provided for in the Purchase Contracts and such corporate action,
     then, upon the happening of such events, such Purchase Contracts will
     constitute valid and binding obligations of the Company, enforceable
     against the Company in accordance with their terms.

15.  When, as and if (a) the Registration Statement shall have become effective
     pursuant to the provisions of the Securities Act, (b) the appropriate
     corporate action has been taken by the Company to authorize the form,
     terms, execution and delivery of the Unit Agreement (including a form of
     certificate evidencing the Units) and (c) the Units with such terms are
     duly executed, attested, issued and delivered by duly authorized officers
     of the Company against payment in the manner provided for in the Unit
     Agreement and such corporate action, then, upon the happening of such
     events, such Units will constitute valid and binding obligations of the
     Company, enforceable against the Company in accordance with their terms.

16.  The Secondary Shares have been duly authorized and duly and validly issued,
     and are fully paid and non-assessable.

     Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (a)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law or judicially developed doctrine in
this area (such as substantive consolidation or equitable subordination)
affecting the enforcement of creditors' rights generally, (b) general principles
of equity (regardless of whether enforcement is considered in a proceeding in
equity or at law), (c) public policy considerations which may limit the rights
of parties to obtain certain remedies, (d) other commonly recognized statutory
and judicial constraints on enforceability, including without limitation
statutes of limitations, and (e) any laws except the laws of the State of New
York, the General Corporation Law of the State of Delaware, the Delaware Revised
Uniform Limited Partnership Act, and the Delaware Limited Liability Company Act.
We advise you that issues addressed by this letter may be governed in whole or
in part by laws other than those upon which our opinions are based, but we did
not review or attempt to identify any other law which might be relevant for
purposes of our opinions and we express no opinion as to whether any relevant
difference exists between the laws upon which our opinions are based and any
other laws which may actually govern. In addition, our opinions expressed above
regarding the enforceability of any guarantee are further limited by principles
of law that may render guarantees unenforceable under circumstances where (i)
the guaranteed obligations are materially modified without the consent of the
guarantor or (ii) the beneficiary releases the primary obligor. The Securities
may be issued from






Radio One, Inc.
January 29, 2002
Page 9

time to time on a delayed or continuous basis, but this opinion is limited to
the laws, including the rules and regulations thereunder, as in effect on the
date hereof. We disclaim any obligations to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.

     For purposes of the opinions in paragraph 1, we have relied exclusively
upon a certificate issued by a governmental authority in each relevant
jurisdiction and such opinion is not intended to provide any conclusion or
assurance beyond that conveyed by such certificate. We have assumed without
investigation that there has been no relevant change or development between the
date of such certificate and the date of this letter.

     For purposes of our opinions, we have assumed that (A) the Registration
Statement remains effective during the offer and sale of the particular
Securities, (B) the terms of any (1) Indenture, as executed or as thereafter
amended, (2) supplemental indenture to such Indenture, (3) Debt Warrant
Agreement, (4) Stock Warrant Agreement, (5) Purchase Contract Agreement, or (6)
Unit Agreement, each as applicable to the particular Securities, are consistent
with the description of the terms of such Indenture, Debt Warrant Agreement,
Stock Warrant Agreement, Purchase Contract Agreement or Unit Agreement set forth
in the Registration Statement and in the prospectus and the applicable
prospectus supplement, (C) at the time of the issuance, sale and delivery of
each Security (other than the Debt Guarantees), (1) there will not have occurred
any change in law affecting the validity, legally binding character or
enforceability of such Security and, (2) the issuance, sale and delivery of such
Security, the terms of such Security and the compliance by the Company with the
terms of such Security will not violate any applicable law or any restriction
imposed by any court or governmental body having jurisdiction over the Company,
(D) at the time of the issuance and delivery of each Debt Guarantee, (1) there
will not have occurred any change in law affecting the validity, legally binding
character or enforceability of such Debt Guarantee, and (2) the issuance and
delivery of such Debt Guarantee, the terms of such Debt Guarantee and the
compliance by each Co-Registrant with the terms of its Debt Guarantee will not
violate any applicable law or any restriction imposed by any court or
governmental body having jurisdiction over such Co-Registrant, and (E) any
revisions to the form of any Indenture filed as an exhibit to the Registration
Statement prior to the execution thereof, and any amendments or supplemental
indentures to such Indenture (as executed) will not require re-qualification of
such Indenture under the Trust Indenture Act of 1939, as amended. We have also
made other assumptions which we believe to be appropriate for the purposes of
this letter.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission.

     We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance of the Securities and
the Secondary Shares.

     This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New York, the General Corporation




Radio One, Inc.
January 29, 2002
Page 10

Law of the State of Delaware, the Delaware Revised Uniform Limited Partnership
Act, or the Delaware Limited Liability Company Act be changed by legislative
action, judicial decision or otherwise.

     This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon by any other person or for any other purpose.

                                          Yours very truly,

                                          /s/ Kirkland & Ellis

                                          Kirkland & Ellis

EX-5.2

                                                                     Exhibit 5.2


                                January 29, 2002

Radio One Trust I
Radio One Trust II
c/o Radio One, Inc.
5900 Princess Garden Parkway, 7th Floor
Lanham, Maryland  20706

                  Re: Radio One Trust I and Radio One Trust II
                      -----------------------------------------

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for Radio One, Inc.,
a Delaware corporation (the "Radio One"), Radio One Trust I, a Delaware business
trust ("Trust I"), and Radio One Trust II, a Delaware business trust ("Trust
II") (Trust I and Trust II are hereinafter collectively referred to as the
"Trusts" and sometimes hereinafter individually referred to as a "Trust"), in
connection with the matters set forth herein. At your request, this opinion is
being furnished to you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                  (a) The Certificate of Trust of Trust I, dated January 18,
2002, as filed with the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on January 22, 2002;

                  (b) The Certificate of Trust of Trust II, dated January 18,
2002, as filed with the Secretary of State on January 22, 2002;

                  (c) The Trust Agreement of Trust I, dated as of January 18,
2002, between the Company and the trustee of Trust I named therein;

                  (d) The Trust Agreement of Trust II, dated as of January 18,
2002, between the Company and the trustee of Trust II named therein;



Radio One Trust I
Radio One Trust II
January 29, 2002
Page 2

                  (e) The Registration Statement (the "Registration Statement")
on Form S-3, including a preliminary prospectus (the "Prospectus"), relating to
the Trust Preferred Securities of the Trusts representing preferred undivided
beneficial interests in the assets of the Trusts (each, a "Trust Preferred
Security" and collectively, the "Trust Preferred Securities"), to be filed by
the Company and the Trusts with the Securities and Exchange Commission on or
about January 24, 2002;

                  (f) A form of Amended and Restated Trust Agreement for each of
the Trusts, to be entered into between the Company, the trustees of the Trust
named therein, and the holders, from time to time, of the undivided beneficial
interests in the assets of such Trust (including Annex I and Exhibits A-1 and
A-2 thereto) (collectively, the "Trust Agreements" and individually, a "Trust
Agreement"), attached as an exhibit to the Registration Statement; and

                  (g) A Certificate of Good Standing for each of the Trusts,
dated January 24, 2002, obtained from the Secretary of State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreements.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (g) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (g) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that each of
the Trust Agreements constitutes the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of the applicable Trust, and that the Trust
Agreements and the Certificates of Trust are in full force and effect and have
not been amended, (ii) except to the extent provided in paragraph 1 below, the
due organization or due formation, as the case may be, and valid existence in
good standing of each party to the documents examined by us under the laws of
the jurisdiction governing its organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all




Radio One Trust I
Radio One Trust II
January 29, 2002
Page 3

documents examined by us, (vi) the receipt by each Person to whom a Trust
Preferred Security is to be issued by the Trusts (collectively, the "Trust
Preferred Security Holders") of a Trust Preferred Security Certificate for such
Trust Preferred Security and the payment for such Trust Preferred Security, in
accordance with the Trust Agreements and the Registration Statement, and (vii)
that the Trust Preferred Securities are issued and sold to the Trust Preferred
Security Holders in accordance with the Trust Agreements and the Registration
Statement. We have not participated in the preparation of the Registration
Statement and assume no responsibility for its contents.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

                  1. Each of the Trusts has been duly created and is validly
existing in good standing as a business trust under the Business Trust Act.

                  2. The Trust Preferred Securities of each Trust will represent
valid and, subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable undivided beneficial interests in the assets of the
applicable Trust.

                  3. The Trust Preferred Security Holders, as beneficial owners
of the applicable Trust, will be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware. We note that the
Trust Preferred Security Holders may be obligated to make payments as set forth
in the Trust Agreements.

                  We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person for any purpose.

                                            Very truly yours,

                                            /s/ Richards, Layton, & Finger, P.A.

CDK/sek

EX-12.1

                                                                    EXHIBIT 12.1

Radio One, Inc.and Subsidiaries
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
For the Years Ended December 31, 1996, 1997, 1998, 1999, 2000 and for the
nine months ended September 30, 2000 and 2001



                                                                                                      Nine Months ended
                                                   Fiscal Year Ended December 31,                        September 30,
                                           -------------------------------------------------------  ---------------------
                                               1996        1997       1998        1999       2000       2000       2001
                                            --------    --------   --------    -------------------  ---------------------
                                                      (Dollars in Thousands)                        (Dollars in thousands)
                                                                                           
Earnings:
Net Income(loss)                            $ (3,609)   $ (4,944)  $    841    $    133     (4,251)     3,617    (39,876)
Add:
 Provision (benefit) for income taxes              -           -     (1,575)      2,728        804     13,368    (17,076)
 Extraordinary item                                -       1,985          -           -          -          -      5,207
 Fixed charges:(1)
   Interest expense, including
    amortization of deferred financing
    costs                                      7,252       8,910     11,455      15,279     32,407     16,217     46,411
   Rent expense                                  259         270        296         497      1,259        944      1,496
                                            --------    --------   --------    -------------------  ---------------------
Total fixed charges                            7,511       9,180     11,751      15,776     33,666     17,161     47,907
Total earnings                              $  3,902    $  6,221   $ 11,017    $ 18,637   $ 30,219  $  34,146   $ (3,838)
                                            ========    ========   ========    ===================  ====================
Fixed Charges (1)                           $  7,511    $  9,180   $ 11,751    $ 15,776   $ 33,666  $  17,161   $ 47,907
                                            ========    ========   ========    ===================  ====================
Preferred stock dividends                   $      -    $  2,037   $  3,716    $  1,476   $  9,236  $       -   $ 15,105
                                            ========    ========   ========    ===================  ====================
Ratio of earnings to combined fixed
    charges and preferred stock dividends          -           -          -        1.08          -       2.00          -
                                            ========    ========   ========    ===================  ====================


(1)  Fixed charges represent interest expense, including amortization of
     deferred financing costs and the component of rent expense believed by
     management to be representative of the interest factor (one-third of rent
     expense).

                                     Page 1

EX-23.3

                                                                    EXHIBIT 23.3

Consent of Independent Public Accountants



As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 7, 2001 in
Radio One's Form 10-K for the year ended December 31, 2000, and to all
references to our Firm in this registration statement.

/s/ Arthur Andersen LLP

Baltimore, Maryland,
January 23, 2002







Consent of Independent Public Accountants


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated June 1, 2000, in
Radio One's Form 8-K dated April 9, 2001, and to all references to our Firm in
this registration statement.


/s/ Arthur Andersen LLP



Baltimore, Maryland,
January 23, 2002

EX-23.4

                                                                    Exhibit 23.4

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Radio One, Inc. of our report dated March 8, 2001
except for Note 2, as to which the date is March 16, 2001, relating to the
financial statements of Blue Chip Broadcasting, Inc. and Subsidiaries, which
appears in the Current Report on Amendment No. 1 to Form 8-K of Radio One, Inc.
dated April 9, 2001. We also consent to the reference to us under the headings
"Experts" in such Registration Statement.



/s/ PricewaterhouseCoopers LLP

Cincinnati, Ohio
January 23, 2002

EX-23.5

                                                                    Exhibit 23.5

                    Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Radio One, Inc. of our report dated
February 1, 1999 relating to the Consolidated Financial Statements of Blue Chip
Broadcast Company and subsidiary as of and for the year ended December 31, 1998.
We also consent to the reference to us under the headings "Experts" in this
Registration Statement.

/s/ Clark, Schaefer, Hackett & Co.

Cincinnati, Ohio
January 23, 2002

EX-25.1

                                                                    EXHIBIT 25.1

                                    FORM T-1

                 ==============================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                               ------------------

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                            SECTION 305(b)(2) _______

                               ------------------

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

            New York                                    13-5160382
     (State of incorporation                        (I.R.S. employer
     if not a national bank)                        Identification No.)


  One Wall Street, New York, N.Y.                           10286
  (Address of principal executive offices)                (Zip Code)


                                 Radio One, Inc.
            (Exact name of each obligor as specified in its charter)


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

  5900 Princess Garden Parkway, 7th Floor
                Lanham, MD                        20706-2969
  (Address of principal executive offices)        (Zip Code)

                               ------------------




                             Radio One Licenses, LLC
            (Exact name of each obligor as specified in its charter)

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

5900 Princess Garden Parkway, 7th Floor
              Lanham, MD                                   20706-2969
(Address of principal executive offices)                   (Zip Code)

                               ------------------

                            Bell Broadcasting Company
            (Exact name of each obligor as specified in its charter)

               Michigan                                    38-1537987
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                    Identification No.)

5900 Princess Garden Parkway, 7th Floor
              Lanham, MD                                   20706-2969
(Address of principal executive offices)                   (Zip Code)

                               ------------------

                            Radio One of Detroit, LLC
            (Exact name of each obligor as specified in its charter)

                Delaware                                   38-1537987
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                    Identification No.)

5900 Princess Garden Parkway, 7th Floor
              Lanham, MD                                   20706-2969
(Address of principal executive offices)                   (Zip Code)

                               ------------------

                            Radio One of Atlanta, LLC
            (Exact name of each obligor as specified in its charter)

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

5900 Princess Garden Parkway, 7th Floor
              Lanham, MD                                   20706-2969
(Address of principal executive offices)                   (Zip Code)



                               ------------------

                                ROA Licenses, LLC
            (Exact name of each obligor as specified in its charter)

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

5900 Princess Garden Parkway, 7th Floor
              Lanham, MD                                    20706-2969
(Address of principal executive offices)                    (Zip Code)

                               ------------------

                           Radio One of Charlotte, LLC
            (Exact name of each obligor as specified in its charter)

                Delaware                                   57-1103928
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                    Identification No.)

5900 Princess Garden Parkway, 7th Floor
              Lanham, MD                                    20706-2969
(Address of principal executive offices)                    (Zip Code)

                               ------------------

                            Radio One of Augusta, LLC
            (Exact name of each obligor as specified in its charter)

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

5900 Princess Garden Parkway, 7th Floor
              Lanham, MD                                    20706-2969
(Address of principal executive offices)                    (Zip Code)

                               ------------------



                           Charlotte Broadcasting, LLC
            (Exact name of each obligor as specified in its charter)

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

5900 Princess Garden Parkway, 7th Floor
              Lanham, MD                                  20706-2969
(Address of principal executive offices)                  (Zip Code)

                               ------------------

                        Radio One of North Carolina, LLC
            (Exact name of each obligor as specified in its charter)

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

5900 Princess Garden Parkway, 7th Floor
              Lanham, MD                                  20706-2969
(Address of principal executive offices)                  (Zip Code)

                               ------------------

                            Radio One of Boston, Inc.
            (Exact name of each obligor as specified in its charter)

                 Delaware                                52-2297366
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                 Identification No.)

5900 Princess Garden Parkway, 7th Floor
              Lanham, MD                                  20706-2969
(Address of principal executive offices)                  (Zip Code)

                               ------------------

                        Radio One of Boston Licenses, LLC
            (Exact name of each obligor as specified in its charter)

                 Delaware                                52-2297366
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                 Identification No.)

5900 Princess Garden Parkway, 7th Floor
              Lanham, MD                                  20706-2969
(Address of principal executive offices)                  (Zip Code)



                               ------------------

                        Blue Chip Merger Subsidiary, Inc.
            (Exact name of each obligor as specified in its charter)

               Delaware                                52-2334006
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

5900 Princess Garden Parkway, 7th Floor
            Lanham, MD                                20706-2969
(Address of principal executive offices)              (Zip Code)

                               ------------------

                           Blue Chip Broadcast Company
            (Exact name of each obligor as specified in its charter)

                Ohio                                   31-1402186
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

5900 Princess Garden Parkway, 7th Floor
            Lanham, MD                                20706-2969
(Address of principal executive offices)              (Zip Code)

                               ------------------

                          Blue Chip Broadcasting, Ltd.
            (Exact name of each obligor as specified in its charter)

                Ohio                                   31-1459349
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

5900 Princess Garden Parkway, 7th Floor
            Lanham, MD                                20706-2969
(Address of principal executive offices)              (Zip Code)

                               ------------------



                      Blue Chip Broadcasting Licenses, Ltd.
            (Exact name of each obligor as specified in its charter)

                Ohio                                         31-1402186
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                        Identification No.)

5900 Princess Garden Parkway, 7th Floor
            Lanham, MD                                      20706-2969
(Address of principal executive offices)                    (Zip Code)

                               ------------------

                    Blue Chip Broadcasting Licenses II, Ltd.
            (Exact name of each obligor as specified in its charter)

                Nevada                                       31-1688377
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                        Identification No.)

5900 Princess Garden Parkway, 7th Floor
            Lanham, MD                                      20706-2969
(Address of principal executive offices)                    (Zip Code)

                               ------------------

                           Radio One of Indiana, L.P.
            (Exact name of each obligor as specified in its charter)

                Delaware                                     52-2359338
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                        Identification No.)

5900 Princess Garden Parkway, 7th Floor
            Lanham, MD                                      20706-2969
(Address of principal executive offices)                    (Zip Code)

                               ------------------

                            Radio One of Indiana, LLC
            (Exact name of each obligor as specified in its charter)

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

5900 Princess Garden Parkway, 7th Floor
            Lanham, MD                                      20706-2969
(Address of principal executive offices)                    (Zip Code)

                               ------------------


                               ------------------

                            Radio One of Texas, L.P.
            (Exact name of each obligor as specified in its charter)

              Delaware                                           52-2359336
   (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                           Identification No.)

5900 Princess Garden Parkway, 7th Floor
             Lanham, MD                                    20706-2969
(Address of principal executive offices)                   (Zip Code)

                               ------------------

                            Radio One of Texas I, LLC
            (Exact name of each obligor as specified in its charter)

              Delaware                                           52-2359328
   (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                           Identification No.)

5900 Princess Garden Parkway, 7th Floor
             Lanham, MD                                    20706-2969
(Address of principal executive offices)                   (Zip Code)

                               ------------------

                           Radio One of Texas II, LLC
            (Exact name of each obligor as specified in its charter)

              Delaware                                           52-2359333
   (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                           Identification No.)

5900 Princess Garden Parkway, 7th Floor
             Lanham, MD                                    20706-2969
(Address of principal executive offices)                   (Zip Code)

                               ------------------

                              Satellite One, L.L.C.
            (Exact name of each obligor as specified in its charter)

              Delaware                                      [To Be Applied For]
   (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                           Identification No.)

5900 Princess Garden Parkway, 7th Floor
             Lanham, MD                                    20706-2969
(Address of principal executive offices)                   (Zip Code)

                               ------------------

                    8 7/8% Senior Subordinated Notes due 2011
                       (Title of the indenture securities)

                  ============================================




1.   General information. Furnish the following information as to the Trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

- --------------------------------------------------------------------------------
                 Name                                       Address
- --------------------------------------------------------------------------------

     Superintendent of Banks of the                   2 Rector Street,
     State of New York                                New York, N.Y. 10006, and
                                                      Albany, N.Y. 12203

     Federal Reserve Bank of New York                 33 Liberty Plaza,
                                                      New York, N.Y.  10045

     Federal Deposit Insurance Corporation            Washington, D.C. 20429

     New York Clearing House Association              New York, New York 10005

     (b)  Whether it is authorized to exercise corporate trust powers.

     Yes.

2.   Affiliations with the Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     None

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 and rule 24 of the Commission's
     Rules of Practice.

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1,
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)


                                                                      t1-bony. 9
                                                                      t-1



     4.   A copy of the existing By-Laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019).

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
The Bank of New York, a corporation organized and existing under the laws of the
State of New York, has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all in the City of New
York, and State of New York, on the 18th day of January, 2002.

                                             THE BANK OF NEW YORK


                                             By:  /s/ Annette L. Kos
                                                  ------------------------------
                                                  Annette L. Kos
                                                  Authorized Signer


                                                                     t1-bony. 10
                                                                     t-1,





                                    EXHIBIT 7
- --------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.




                                                                                              Dollar Amounts
                                                                                                In Thousands
                                                                                           
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin......................................       $2,811,275
   Interest-bearing balances...............................................................        3,133,222
Securities:
   Held-to-maturity securities.............................................................          147,185
   Available-for-sale securities...........................................................        5,403,923
Federal funds sold and Securities purchased under
   agreements to resell....................................................................        3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale..........................................................           74,702
   Loans and leases, net of unearned
     income................................................................................       37,471,621
   LESS: Allowance for loan and
     lease losses..........................................................................          599,061
   Loans and leases, net of unearned
     income and allowance..................................................................       36,872,560
Trading Assets                                                                                    11,757,036
Premises and fixed assets (including capitalized
   leases).................................................................................          768,795
Other real estate owned....................................................................            1,078
Investments in unconsolidated subsidiaries and
   associated companies....................................................................          193,126
Customers' liability to this bank on acceptances
   outstanding.............................................................................          592,118
Intangible assets
   Goodwill................................................................................        1,300,295
   Other intangible assets.................................................................          122,143
Other assets...............................................................................        3,676,375
                                                                                                 -----------
Total assets...............................................................................      $70,232,359
                                                                                                 ===========
LIABILITIES
Deposits:
   In domestic offices.....................................................................      $25,982,242
   Noninterest-bearing.....................................................................       10,586,346
   Interest-bearing........................................................................       15,395,242




   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs.................................      24,862,377
   Noninterest-bearing......................................         373,085
   Interest-bearing.........................................      24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase.................................       1,446,874
Trading liabilities.........................................       2,373,361
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)................................       1,381,512
Bank's liability on acceptances executed and
   outstanding..............................................         592,804
Subordinated notes and debentures...........................       1,646,000
Other liabilities...........................................       5,373,065
                                                                 -----------
Total liabilities...........................................     $63,658,235
                                                                 ===========

Common stock................................................       1,135,284
Surplus.....................................................       1,008,773
Retained earnings...........................................       4,426,033
Accumulated other comprehensive income......................           4,034
Other equity capital components.............................               0
Total equity capital........................................       6,574,124
                                                                 -----------
Total liabilities and equity capital........................     $70,232,359
                                                                 ===========


     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                        Thomas J. Mastro,
                                    Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

Thomas A. Renyi
Gerald L. Hassell                   Directors
Alan R. Griffith

- --------------------------------------------------------------------------------


                                                                     t1-bony. 12
                                                                     t-1,

EX-25.2

                                                                    Exhibit 25.2

                                Registration No.:

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)   X
                  -----

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)

        Delaware                                       51-0055023
(State of incorporation)                   (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)


                                RADIO ONE, INC.*
               (Exact name of obligor as specified in its charter)


            Delaware                                    52-1166660
  (State of incorporation)                  (I.R.S. employer identification no.)

 5900 Princess Garden Parkway, 7th Floor
 Lanham, Maryland                                         20706
 (Address of principal executive offices)              (Zip Code)

      Senior Unsecured Debentures, Notes or other evidences of indebtedness
                       (Title of the indenture securities)

*The entities listed on the page following Items 1, 2 and 16 on the next page
are also included in this Statement of Eligibility on Form T-1 as additional
obligors.


================================================================================



ITEM 1.  GENERAL INFORMATION.

               Furnish the following information as to the trustee:

         (a)   Name and address of each examining or supervising authority
               to which it is subject.


               Federal Deposit Insurance Co.        State Bank Commissioner
               Five Penn Center                     Dover, Delaware
               Suite #2901
               Philadelphia, PA

         (b)   Whether it is authorized to exercise corporate trust powers.


               The trustee is authorized to exercise corporate trust powers.

ITEM 2.  AFFILIATIONS WITH THE OBLIGOR.

               If the obligor is an affiliate of the trustee, describe each
         such affiliation:

               Based upon an examination of the books and records of the
         trustee and upon information furnished by the obligor, the obligor
         is not an affiliate of the trustee.

ITEM 16. LIST OF EXHIBITS.

               List below all exhibits filed as part of this Statement of
         Eligibility and Qualification.

         A.    Copy of the Charter of Wilmington Trust Company, which
               includes the certificate of authority of Wilmington Trust
               Company to commence business and the authorization of
               Wilmington Trust Company to exercise corporate trust powers.
         B.    Copy of By-Laws of Wilmington Trust Company.
         C.    Consent of Wilmington Trust Company required by Section 321(b) of
               Trust Indenture Act.
         D.    Copy of most recent Report of Condition of Wilmington Trust
               Company.

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 18th day
of January, 2002.

                                            WILMINGTON TRUST COMPANY

[SEAL]

Attest:    /s/ Anita E. Dallago             By:  /s/ Donald G. MacKelcan
           ------------------------              -----------------------------
           Assistant Secretary              Name: Donald G. MacKelcan
                                            Title: Vice President







Exact Name of Additional Obligors           Jurisdiction of Formation        I.R.S. Employer Identification No.
- ---------------------------------           -------------------------        ----------------------------------
                                                                       
Radio One Licenses, LLC                     Delaware                         52-1166660
Bell Broadcasting Company                   Michigan                         38-1537987
Radio One of Detroit, LLC                   Delaware                         38-1537987
Radio One of Atlanta, LLC                   Delaware                         52-1166660
ROA Licenses, LLC                           Delaware                         52-1166660
Radio One of Charlotte, LLC                 Delaware                         57-1103928
Radio One of Augusta, LLC                   Delaware                         52-1166660
Charlotte Broadcasting, LLC                 Delaware                         52-1166660
Radio One of North Carolina, LLC            Delaware                         52-1166660
Radio One of Boston, Inc.                   Delaware                         52-2297366
Radio One of Boston Licenses, LLC           Delaware                         52-2297366
Blue Chip Merger Subsidiary, Inc.           Delaware                         52-2334006
Blue Chip Broadcast Company                 Ohio                             31-1402186
Blue Chip Broadcasting, Ltd.                Ohio                             31-1459349
Blue Chip Broadcasting Licenses, Ltd.       Ohio                             31-1402186
Blue Chip Broadcasting Licenses II, Ltd.    Nevada                           31-1688377
Radio One of Indiana, L.P.                  Delaware                         52-2359338
Radio One of Indiana, LLC                   Delaware                         52-1166660
Radio One of Texas, L.P.                    Delaware                         52-2359336
Radio One of Texas I, LLC                   Delaware                         52-2359328
Radio One of Texas II, LLC                  Delaware                         52-2359333
Satellite One, L.L.C.                       Delaware                         [To Be Applied For]



The address for each of the additional Obligors is Radio One, Inc., 5900
Princess Garden Parkway, 7th Floor, Lanham, MD 20706, telephone (301) 306-1111.
The primary standard industrial classification number for each of the additional
Obligors is 4832.





                                    EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987







                                 Amended Charter

                                       or

                              Act of Incorporation

                                       of

                            Wilmington Trust Company

         Wilmington Trust Company, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name
of which company was changed to "Wilmington Trust Company" by an amendment filed
in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter
or Act of Incorporation of which company has been from time to time amended and
changed by merger agreements pursuant to the corporation law for state banks and
trust companies of the State of Delaware, does hereby alter and amend its
Charter or Act of Incorporation so that the same as so altered and amended shall
in its entirety read as follows:

         First: - The name of this corporation is Wilmington Trust Company.

         Second: - The location of its principal office in the State of
         Delaware is at Rodney Square North, in the City of Wilmington,
         County of New Castle; the name of its resident agent is Wilmington
         Trust Company whose address is Rodney Square North, in said City. In
         addition to such principal office, the said corporation maintains
         and operates branch offices in the City of Newark, New Castle
         County, Delaware, the Town of Newport, New Castle County, Delaware,
         at Claymont, New Castle County, Delaware, at Greenville, New Castle
         County Delaware, and at Milford Cross Roads, New Castle County,
         Delaware, and shall be empowered to open, maintain and operate
         branch offices at Ninth and Shipley Streets, 418 Delaware Avenue,
         2120 Market Street, and 3605 Market Street, all in the City of
         Wilmington, New Castle County, Delaware, and such other branch
         offices or places of business as may be authorized from time to time
         by the agency or agencies of the government of the State of Delaware
         empowered to confer such authority.

         Third: - (a) The nature of the business and the objects and purposes
         proposed to be transacted, promoted or carried on by this
         Corporation are to do any or all of the things herein mentioned as
         fully and to the same extent as natural persons might or could do
         and in any part of the world, viz.:

               (1) To sue and be sued, complain and defend in any Court of
               law or equity and to make and use a common seal, and alter
               the seal at pleasure, to hold, purchase,





               convey, mortgage or otherwise deal in real and personal
               estate and property, and to appoint such officers and agents
               as the business of the Corporation shall require, to make
               by-laws not inconsistent with the Constitution or laws of
               the United States or of this State, to discount bills, notes
               or other evidences of debt, to receive deposits of money, or
               securities for money, to buy gold and silver bullion and
               foreign coins, to buy and sell bills of exchange, and
               generally to use, exercise and enjoy all the powers, rights,
               privileges and franchises incident to a corporation which
               are proper or necessary for the transaction of the business
               of the Corporation hereby created.

               (2) To insure titles to real and personal property, or any
               estate or interests therein, and to guarantee the holder of
               such property, real or personal, against any claim or
               claims, adverse to his interest therein, and to prepare and
               give certificates of title for any lands or premises in the
               State of Delaware, or elsewhere.

               (3) To act as factor, agent, broker or attorney in the
               receipt, collection, custody, investment and management of
               funds, and the purchase, sale, management and disposal of
               property of all descriptions, and to prepare and execute all
               papers which may be necessary or proper in such business.

               (4) To prepare and draw agreements, contracts, deeds,
               leases, conveyances, mortgages, bonds and legal papers of
               every description, and to carry on the business of
               conveyancing in all its branches.

               (5) To receive upon deposit for safekeeping money, jewelry,
               plate, deeds, bonds and any and all other personal property
               of every sort and kind, from executors, administrators,
               guardians, public officers, courts, receivers, assignees,
               trustees, and from all fiduciaries, and from all other
               persons and individuals, and from all corporations whether
               state, municipal, corporate or private, and to rent boxes,
               safes, vaults and other receptacles for such property.

               (6) To act as agent or otherwise for the purpose of
               registering, issuing, certificating, countersigning,
               transferring or underwriting the stock, bonds or other
               obligations of any corporation, association, state or
               municipality, and may receive and manage any sinking fund
               therefor on such terms as may be agreed upon between the two
               parties, and in like manner may act as Treasurer of any
               corporation or municipality.

               (7) To act as Trustee under any deed of trust, mortgage,
               bond or other instrument issued by any state, municipality,
               body politic, corporation, association or person, either
               alone or in conjunction with any other person or persons,
               corporation or corporations.





               (8) To guarantee the validity, performance or effect of any
               contract or agreement, and the fidelity of persons holding
               places of responsibility or trust; to become surety for any
               person, or persons, for the faithful performance of any
               trust, office, duty, contract or agreement, either by itself
               or in conjunction with any other person, or persons,
               corporation, or corporations, or in like manner become
               surety upon any bond, recognizance, obligation, judgment,
               suit, order, or decree to be entered in any court of record
               within the State of Delaware or elsewhere, or which may now
               or hereafter be required by any law, judge, officer or court
               in the State of Delaware or elsewhere.

               (9) To act by any and every method of appointment as
               trustee, trustee in bankruptcy, receiver, assignee, assignee
               in bankruptcy, executor, administrator, guardian, bailee, or
               in any other trust capacity in the receiving, holding,
               managing, and disposing of any and all estates and property,
               real, personal or mixed, and to be appointed as such
               trustee, trustee in bankruptcy, receiver, assignee, assignee
               in bankruptcy, executor, administrator, guardian or bailee
               by any persons, corporations, court, officer, or authority,
               in the State of Delaware or elsewhere; and whenever this
               Corporation is so appointed by any person, corporation,
               court, officer or authority such trustee, trustee in
               bankruptcy, receiver, assignee, assignee in bankruptcy,
               executor, administrator, guardian, bailee, or in any other
               trust capacity, it shall not be required to give bond with
               surety, but its capital stock shall be taken and held as
               security for the performance of the duties devolving upon it
               by such appointment.

               (10) And for its care, management and trouble, and the
               exercise of any of its powers hereby given, or for the
               performance of any of the duties which it may undertake or
               be called upon to perform, or for the assumption of any
               responsibility the said Corporation may be entitled to
               receive a proper compensation.

               (11) To purchase, receive, hold and own bonds, mortgages,
               debentures, shares of capital stock, and other securities,
               obligations, contracts and evidences of indebtedness, of any
               private, public or municipal corporation within and without
               the State of Delaware, or of the Government of the United
               States, or of any state, territory, colony, or possession
               thereof, or of any foreign government or country; to
               receive, collect, receipt for, and dispose of interest,
               dividends and income upon and from any of the bonds,
               mortgages, debentures, notes, shares of capital stock,
               securities, obligations, contracts, evidences of
               indebtedness and other property held and owned by it, and to
               exercise in respect of all such bonds, mortgages,
               debentures, notes, shares of capital stock, securities,
               obligations, contracts, evidences of indebtedness and other
               property, any and all the rights, powers and privileges of
               individual owners thereof, including the right to vote
               thereon; to invest and deal in and with any of the moneys of
               the Corporation upon such securities and in such manner as
               it may think fit and proper, and from time to time





               to vary or realize such investments; to issue bonds and
               secure the same by pledges or deeds of trust or mortgages of
               or upon the whole or any part of the property held or owned
               by the Corporation, and to sell and pledge such bonds, as
               and when the Board of Directors shall determine, and in the
               promotion of its said corporate business of investment and
               to the extent authorized by law, to lease, purchase, hold,
               sell, assign, transfer, pledge, mortgage and convey real and
               personal property of any name and nature and any estate or
               interest therein.

         (b) In furtherance of, and not in limitation, of the powers
         conferred by the laws of the State of Delaware, it is hereby
         expressly provided that the said Corporation shall also have the
         following powers:

               (1) To do any or all of the things herein set forth, to the
               same extent as natural persons might or could do, and in any
               part of the world.

               (2) To acquire the good will, rights, property and
               franchises and to undertake the whole or any part of the
               assets and liabilities of any person, firm, association or
               corporation, and to pay for the same in cash, stock of this
               Corporation, bonds or otherwise; to hold or in any manner to
               dispose of the whole or any part of the property so
               purchased; to conduct in any lawful manner the whole or any
               part of any business so acquired, and to exercise all the
               powers necessary or convenient in and about the conduct and
               management of such business.

               (3) To take, hold, own, deal in, mortgage or otherwise lien,
               and to lease, sell, exchange, transfer, or in any manner
               whatever dispose of property, real, personal or mixed,
               wherever situated.

               (4) To enter into, make, perform and carry out contracts of
               every kind with any person, firm, association or
               corporation, and, without limit as to amount, to draw, make,
               accept, endorse, discount, execute and issue promissory
               notes, drafts, bills of exchange, warrants, bonds,
               debentures, and other negotiable or transferable
               instruments.

               (5) To have one or more offices, to carry on all or any of
               its operations and businesses, without restriction to the
               same extent as natural persons might or could do, to
               purchase or otherwise acquire, to hold, own, to mortgage,
               sell, convey or otherwise dispose of, real and personal
               property, of every class and description, in any State,
               District, Territory or Colony of the United States, and in
               any foreign country or place.

               (6) It is the intention that the objects, purposes and
               powers specified and clauses contained in this paragraph
               shall (except where otherwise expressed in said paragraph)
               be nowise limited or restricted by reference to or inference
               from the terms of any other clause of this or any other
               paragraph in this charter, but that





               the objects, purposes and powers specified in each of the
               clauses of this paragraph shall be regarded as independent
               objects, purposes and powers.

         Fourth: - (a)  The total number of shares of all classes of stock which
         the Corporation shall have authority to issue is forty-one million
         (41,000,000) shares, consisting of:

               (1) One million (1,000,000) shares of Preferred stock, par
               value $10.00 per share (hereinafter referred to as
               "Preferred Stock"); and

               (2) Forty million (40,000,000) shares of Common Stock, par
               value $1.00 per share (hereinafter referred to as "Common
               Stock").

         (b) Shares of Preferred Stock may be issued from time to time in one
         or more series as may from time to time be determined by the Board
         of Directors each of said series to be distinctly designated. All
         shares of any one series of Preferred Stock shall be alike in every
         particular, except that there may be different dates from which
         dividends, if any, thereon shall be cumulative, if made cumulative.
         The voting powers and the preferences and relative, participating,
         optional and other special rights of each such series, and the
         qualifications, limitations or restrictions thereof, if any, may
         differ from those of any and all other series at any time
         outstanding; and, subject to the provisions of subparagraph 1 of
         Paragraph (c) of this Article Fourth, the Board of Directors of the
         Corporation is hereby expressly granted authority to fix by
         resolution or resolutions adopted prior to the issuance of any
         shares of a particular series of Preferred Stock, the voting powers
         and the designations, preferences and relative, optional and other
         special rights, and the qualifications, limitations and restrictions
         of such series, including, but without limiting the generality of
         the foregoing, the following:

               (1) The distinctive designation of, and the number of shares
               of Preferred Stock which shall constitute such series, which
               number may be increased (except where otherwise provided by
               the Board of Directors) or decreased (but not below the
               number of shares thereof then outstanding) from time to time
               by like action of the Board of Directors;

               (2) The rate and times at which, and the terms and
               conditions on which, dividends, if any, on Preferred Stock
               of such series shall be paid, the extent of the preference
               or relation, if any, of such dividends to the dividends
               payable on any other class or classes, or series of the same
               or other class of stock and whether such dividends shall be
               cumulative or non-cumulative;

               (3) The right, if any, of the holders of Preferred Stock of
               such series to convert the same into or exchange the same
               for, shares of any other class or classes or of any series
               of the same or any other class or classes of stock of the
               Corporation and the terms and conditions of such conversion
               or exchange;





               (4) Whether or not Preferred Stock of such series shall be
               subject to redemption, and the redemption price or prices
               and the time or times at which, and the terms and conditions
               on which, Preferred Stock of such series may be redeemed.

               (5) The rights, if any, of the holders of Preferred Stock of
               such series upon the voluntary or involuntary liquidation,
               merger, consolidation, distribution or sale of assets,
               dissolution or winding-up, of the Corporation.

               (6) The terms of the sinking fund or redemption or purchase
               account, if any, to be provided for the Preferred Stock of
               such series; and

               (7) The voting powers, if any, of the holders of such series
               of Preferred Stock which may, without limiting the
               generality of the foregoing include the right, voting as a
               series or by itself or together with other series of
               Preferred Stock or all series of Preferred Stock as a class,
               to elect one or more directors of the Corporation if there
               shall have been a default in the payment of dividends on any
               one or more series of Preferred Stock or under such
               circumstances and on such conditions as the Board of
               Directors may determine.

         (c) (1) After the requirements with respect to preferential
         dividends on the Preferred Stock (fixed in accordance with the
         provisions of section (b) of this Article Fourth), if any, shall
         have been met and after the Corporation shall have complied with all
         the requirements, if any, with respect to the setting aside of sums
         as sinking funds or redemption or purchase accounts (fixed in
         accordance with the provisions of section (b) of this Article
         Fourth), and subject further to any conditions which may be fixed in
         accordance with the provisions of section (b) of this Article
         Fourth, then and not otherwise the holders of Common Stock shall be
         entitled to receive such dividends as may be declared from time to
         time by the Board of Directors.

               (2) After distribution in full of the preferential amount,
               if any, (fixed in accordance with the provisions of section
               (b) of this Article Fourth), to be distributed to the
               holders of Preferred Stock in the event of voluntary or
               involuntary liquidation, distribution or sale of assets,
               dissolution or winding-up, of the Corporation, the holders
               of the Common Stock shall be entitled to receive all of the
               remaining assets of the Corporation, tangible and
               intangible, of whatever kind available for distribution to
               stockholders ratably in proportion to the number of shares
               of Common Stock held by them respectively.

               (3) Except as may otherwise be required by law or by the
               provisions of such resolution or resolutions as may be
               adopted by the Board of Directors pursuant to section (b) of
               this Article Fourth, each holder of Common Stock shall have
               one vote in respect of each share of Common Stock held on
               all matters voted upon by the stockholders.





         (d) No holder of any of the shares of any class or series of stock
         or of options, warrants or other rights to purchase shares of any
         class or series of stock or of other securities of the Corporation
         shall have any preemptive right to purchase or subscribe for any
         unissued stock of any class or series or any additional shares of
         any class or series to be issued by reason of any increase of the
         authorized capital stock of the Corporation of any class or series,
         or bonds, certificates of indebtedness, debentures or other
         securities convertible into or exchangeable for stock of the
         Corporation of any class or series, or carrying any right to
         purchase stock of any class or series, but any such unissued stock,
         additional authorized issue of shares of any class or series of
         stock or securities convertible into or exchangeable for stock, or
         carrying any right to purchase stock, may be issued and disposed of
         pursuant to resolution of the Board of Directors to such persons,
         firms, corporations or associations, whether such holders or others,
         and upon such terms as may be deemed advisable by the Board of
         Directors in the exercise of its sole discretion.

         (e) The relative powers, preferences and rights of each series of
         Preferred Stock in relation to the relative powers, preferences and
         rights of each other series of Preferred Stock shall, in each case,
         be as fixed from time to time by the Board of Directors in the
         resolution or resolutions adopted pursuant to authority granted in
         section (b) of this Article Fourth and the consent, by class or
         series vote or otherwise, of the holders of such of the series of
         Preferred Stock as are from time to time outstanding shall not be
         required for the issuance by the Board of Directors of any other
         series of Preferred Stock whether or not the powers, preferences and
         rights of such other series shall be fixed by the Board of Directors
         as senior to, or on a parity with, the powers, preferences and
         rights of such outstanding series, or any of them; provided,
         however, that the Board of Directors may provide in the resolution
         or resolutions as to any series of Preferred Stock adopted pursuant
         to section (b) of this Article Fourth that the consent of the
         holders of a majority (or such greater proportion as shall be
         therein fixed) of the outstanding shares of such series voting
         thereon shall be required for the issuance of any or all other
         series of Preferred Stock.

         (f) Subject to the provisions of section (e), shares of any series
         of Preferred Stock may be issued from time to time as the Board of
         Directors of the Corporation shall determine and on such terms and
         for such consideration as shall be fixed by the Board of Directors.

         (g) Shares of Common Stock may be issued from time to time as the
         Board of Directors of the Corporation shall determine and on such
         terms and for such consideration as shall be fixed by the Board of
         Directors.

         (h) The authorized amount of shares of Common Stock and of Preferred
         Stock may, without a class or series vote, be increased or decreased
         from time to time by the affirmative vote of the holders of a
         majority of the stock of the Corporation entitled to vote thereon.





         Fifth: - (a) The business and affairs of the Corporation shall be
         conducted and managed by a Board of Directors. The number of
         directors constituting the entire Board shall be not less than five
         nor more than twenty-five as fixed from time to time by vote of a
         majority of the whole Board, provided, however, that the number of
         directors shall not be reduced so as to shorten the term of any
         director at the time in office, and provided further, that the
         number of directors constituting the whole Board shall be
         twenty-four until otherwise fixed by a majority of the whole Board.

         (b) The Board of Directors shall be divided into three classes, as
         nearly equal in number as the then total number of directors
         constituting the whole Board permits, with the term of office of one
         class expiring each year. At the annual meeting of stockholders in
         1982, directors of the first class shall be elected to hold office
         for a term expiring at the next succeeding annual meeting, directors
         of the second class shall be elected to hold office for a term
         expiring at the second succeeding annual meeting and directors of
         the third class shall be elected to hold office for a term expiring
         at the third succeeding annual meeting. Any vacancies in the Board
         of Directors for any reason, and any newly created directorships
         resulting from any increase in the directors, may be filled by the
         Board of Directors, acting by a majority of the directors then in
         office, although less than a quorum, and any directors so chosen
         shall hold office until the next annual election of directors. At
         such election, the stockholders shall elect a successor to such
         director to hold office until the next election of the class for
         which such director shall have been chosen and until his successor
         shall be elected and qualified. No decrease in the number of
         directors shall shorten the term of any incumbent director.

         (c) Notwithstanding any other provisions of this Charter or Act of
         Incorporation or the By-Laws of the Corporation (and notwithstanding
         the fact that some lesser percentage may be specified by law, this
         Charter or Act of Incorporation or the By-Laws of the Corporation),
         any director or the entire Board of Directors of the Corporation may
         be removed at any time without cause, but only by the affirmative
         vote of the holders of two-thirds or more of the outstanding shares
         of capital stock of the Corporation entitled to vote generally in
         the election of directors (considered for this purpose as one class)
         cast at a meeting of the stockholders called for that purpose.

         (d) Nominations for the election of directors may be made by the
         Board of Directors or by any stockholder entitled to vote for the
         election of directors. Such nominations shall be made by notice in
         writing, delivered or mailed by first class United States mail,
         postage prepaid, to the Secretary of the Corporation not less than
         14 days nor more than 50 days prior to any meeting of the
         stockholders called for the election of directors; provided,
         however, that if less than 21 days' notice of the meeting is given
         to stockholders, such written notice shall be delivered or mailed,
         as prescribed, to the Secretary of the Corporation not later than
         the close of the seventh day following the day on which notice of
         the meeting was mailed to stockholders. Notice of nominations which
         are proposed by the Board of Directors shall be given by the
         Chairman on behalf of the Board.





         (e) Each notice under subsection (d) shall set forth (i) the name,
         age, business address and, if known, residence address of each
         nominee proposed in such notice, (ii) the principal occupation or
         employment of such nominee and (iii) the number of shares of stock
         of the Corporation which are beneficially owned by each such
         nominee.

         (f) The Chairman of the meeting may, if the facts warrant, determine
         and declare to the meeting that a nomination was not made in
         accordance with the foregoing procedure, and if he should so
         determine, he shall so declare to the meeting and the defective
         nomination shall be disregarded.

         (g) No action required to be taken or which may be taken at any
         annual or special meeting of stockholders of the Corporation may be
         taken without a meeting, and the power of stockholders to consent in
         writing, without a meeting, to the taking of any action is
         specifically denied.

         Sixth: - The Directors shall choose such officers, agents and
         servants as may be provided in the By-Laws as they may from time to
         time find necessary or proper.

         Seventh: - The Corporation hereby created is hereby given the same
         powers, rights and privileges as may be conferred upon corporations
         organized under the Act entitled "An Act Providing a General
         Corporation Law", approved March 10, 1899, as from time to time
         amended.

         Eighth: - This Act shall be deemed and taken to be a private Act.

         Ninth: - This Corporation is to have perpetual existence.

         Tenth: - The Board of Directors, by resolution passed by a majority
         of the whole Board, may designate any of their number to constitute
         an Executive Committee, which Committee, to the extent provided in
         said resolution, or in the By-Laws of the Company, shall have and
         may exercise all of the powers of the Board of Directors in the
         management of the business and affairs of the Corporation, and shall
         have power to authorize the seal of the Corporation to be affixed to
         all papers which may require it.

         Eleventh: - The private property of the stockholders shall not be
         liable for the payment of corporate debts to any extent whatever.

         Twelfth: - The Corporation may transact business in any part of the
         world.

         Thirteenth: - The Board of Directors of the Corporation is expressly
         authorized to make, alter or repeal the By-Laws of the Corporation
         by a vote of the majority of the entire Board. The stockholders may
         make, alter or repeal any By-Law whether or not





         adopted by them, provided however, that any such additional By-Laws,
         alterations or repeal may be adopted only by the affirmative vote of
         the holders of two-thirds or more of the outstanding shares of capital
         stock of the Corporation entitled to vote generally in the election of
         directors (considered for this purpose as one class).

         Fourteenth: - Meetings of the Directors may be held outside
         of the State of Delaware at such places as may be from time to time
         designated by the Board, and the Directors may keep the books of the
         Company outside of the State of Delaware at such places as may be
         from time to time designated by them.

         Fifteenth: - (a) (1) In addition to any affirmative vote required by
         law, and except as otherwise expressly provided in sections (b) and
         (c) of this Article Fifteenth:

               (A) any merger or consolidation of the Corporation or any
               Subsidiary (as hereinafter defined) with or into (i) any
               Interested Stockholder (as hereinafter defined) or (ii) any
               other corporation (whether or not itself an Interested
               Stockholder), which, after such merger or consolidation,
               would be an Affiliate (as hereinafter defined) of an
               Interested Stockholder, or

               (B) any sale, lease, exchange, mortgage, pledge, transfer or
               other disposition (in one transaction or a series of related
               transactions) to or with any Interested Stockholder or any
               Affiliate of any Interested Stockholder of any assets of the
               Corporation or any Subsidiary having an aggregate fair
               market value of $1,000,000 or more, or

               (C) the issuance or transfer by the Corporation or any
               Subsidiary (in one transaction or a series of related
               transactions) of any securities of the Corporation or any
               Subsidiary to any Interested Stockholder or any Affiliate of
               any Interested Stockholder in exchange for cash, securities
               or other property (or a combination thereof) having an
               aggregate fair market value of $1,000,000 or more, or

               (D)  the adoption of any plan or proposal for the liquidation or
               dissolution of the Corporation, or

               (E) any reclassification of securities (including any
               reverse stock split), or recapitalization of the
               Corporation, or any merger or consolidation of the
               Corporation with any of its Subsidiaries or any similar
               transaction (whether or not with or into or otherwise
               involving an Interested Stockholder) which has the effect,
               directly or indirectly, of increasing the proportionate
               share of the outstanding shares of any class of equity or
               convertible securities of the Corporation or any Subsidiary
               which is directly or indirectly owned by any Interested
               Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article Fifteenth as one class ("Voting Shares"). Such affirmative vote





shall be required notwithstanding the fact that no vote may be required, or that
some lesser percentage may be specified, by law or in any agreement with any
national securities exchange or otherwise.

                     (2) The term "business combination" as used in this
                     Article Fifteenth shall mean any transaction which is
                     referred to in any one or more of clauses (A) through
                     (E) of paragraph 1 of the section (a).

               (b) The provisions of section (a) of this Article Fifteenth
               shall not be applicable to any particular business
               combination and such business combination shall require only
               such affirmative vote as is required by law and any other
               provisions of the Charter or Act of Incorporation or By-Laws
               if such business combination has been approved by a majority
               of the whole Board.

               (c)  For the purposes of this Article Fifteenth:

         (1) A "person" shall mean any individual, firm, corporation or other
         entity.

         (2) "Interested Stockholder" shall mean, in respect of any business
         combination, any person (other than the Corporation or any
         Subsidiary) who or which as of the record date for the determination
         of stockholders entitled to notice of and to vote on such business
         combination, or immediately prior to the consummation of any such
         transaction:

               (A)  is the beneficial owner, directly or indirectly, of more
               than 10% of the Voting Shares, or

               (B) is an Affiliate of the Corporation and at any time
               within two years prior thereto was the beneficial owner,
               directly or indirectly, of not less than 10% of the then
               outstanding voting Shares, or

               (C) is an assignee of or has otherwise succeeded in any
               share of capital stock of the Corporation which were at any
               time within two years prior thereto beneficially owned by
               any Interested Stockholder, and such assignment or
               succession shall have occurred in the course of a
               transaction or series of transactions not involving a public
               offering within the meaning of the Securities Act of 1933.

         (3) A person shall be the "beneficial owner" of any Voting Shares:

               (A) which such person or any of its Affiliates and
               Associates (as hereafter defined) beneficially own, directly
               or indirectly, or





               (B)  which such person or any of its Affiliates or Associates has
               (i) the right to acquire (whether such right is exercisable
               immediately or only after the passage of time), pursuant to
               any agreement, arrangement or understanding or upon the
               exercise of conversion rights, exchange rights, warrants or
               options, or otherwise, or (ii) the right to vote pursuant to
               any agreement, arrangement or understanding, or

               (C) which are beneficially owned, directly or indirectly, by
               any other person with which such first mentioned person or
               any of its Affiliates or Associates has any agreement,
               arrangement or understanding for the purpose of acquiring,
               holding, voting or disposing of any shares of capital stock
               of the Corporation.

         (4) The outstanding Voting Shares shall include shares deemed owned
         through application of paragraph (3) above but shall not include any
         other Voting Shares which may be issuable pursuant to any agreement,
         or upon exercise of conversion rights, warrants or options or
         otherwise.

         (5) "Affiliate" and "Associate" shall have the respective meanings
         given those terms in Rule 12b-2 of the General Rules and Regulations
         under the Securities Exchange Act of 1934, as in effect on December
         31, 1981.

         (6) "Subsidiary" shall mean any corporation of which a majority of
         any class of equity security (as defined in Rule 3a11-1 of the
         General Rules and Regulations under the Securities Exchange Act of
         1934, as in effect on December 31, 1981) is owned, directly or
         indirectly, by the Corporation; provided, however, that for the
         purposes of the definition of Investment Stockholder set forth in
         paragraph (2) of this section (c), the term "Subsidiary" shall mean
         only a corporation of which a majority of each class of equity
         security is owned, directly or indirectly, by the Corporation.

               (d) majority of the directors shall have the power and duty
               to determine for the purposes of this Article Fifteenth on
               the basis of information known to them, (1) the number of
               Voting Shares beneficially owned by any person (2) whether a
               person is an Affiliate or Associate of another, (3) whether
               a person has an agreement, arrangement or understanding with
               another as to the matters referred to in paragraph (3) of
               section (c), or (4) whether the assets subject to any
               business combination or the consideration received for the
               issuance or transfer of securities by the Corporation, or
               any Subsidiary has an aggregate fair market value of
               $1,000,000 or more.

               (e) Nothing contained in this Article Fifteenth shall be
               construed to relieve any Interested Stockholder from any
               fiduciary obligation imposed by law.

         Sixteenth: Notwithstanding any other provision of this Charter or Act
         of Incorporation or the By-Laws of the Corporation (and in addition to
         any other vote that may be




         required by law, this Charter or Act of Incorporation by the By-Laws),
         the affirmative vote of the holders of at least two-thirds of the
         outstanding shares of the capital stock of the Corporation entitled to
         vote generally in the election of directors (considered for this
         purpose as one class) shall be required to amend, alter or repeal any
         provision of Articles Fifth, Thirteenth, Fifteenth or Sixteenth of
         this Charter or Act of Incorporation.

         Seventeenth: (a) a Director of this Corporation shall not be liable
         to the Corporation or its stockholders for monetary damages for
         breach of fiduciary duty as a Director, except to the extent such
         exemption from liability or limitation thereof is not permitted
         under the Delaware General Corporation Laws as the same exists or
         may hereafter be amended.

               (b) Any repeal or modification of the foregoing paragraph
               shall not adversely affect any right or protection of a
               Director of the Corporation existing hereunder with respect
               to any act or omission occurring prior to the time of such
               repeal or modification."





                                    EXHIBIT B

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        As existing on February 20, 2000




                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE I
                             Stockholders' Meetings

         Section 1. The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or at
such other date, time, or place as may be designated by resolution by the Board
of Directors.

         Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

         Section 3. Notice of all meetings of the stockholders shall be given
by mailing to each stockholder at least ten (10) days before said meeting, at
his last known address, a written or printed notice fixing the time and place of
such meeting.

         Section 4. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                   ARTICLE II
                                    Directors

         Section 1. The authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

         Section 2. Except as provided in these Bylaws or as otherwise
required by law, there shall be no qualifications for election or service as
directors of the Company. In addition to any other provisions of these Bylaws,
to be qualified for nomination for Election or appointment to the Board of
Directors each person must have not attained the age of sixty-nine years at the
time of such election or appointment, provided however, the Nominating and
Corporate Governance Committee may waive such qualification as to a
particular candidate otherwise qualified to serve as a director upon a good
faith determination by such committee that such a waiver is in the best
interests of the Company and its stockholders. The Chairman of the Board of
Directors shall not be qualified to continue to serve as a director upon the
termination of his or her services in that office for any reason.



         Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

         Section 4. The affairs and business of the Company shall be managed
and conducted by the Board of Directors.

         Section 5. The Board of Directors shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

         Section 6. Special meetings of the Board of Directors may be called
at any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

         Section 7. A majority of the directors elected and qualified shall
be necessary to constitute a quorum for the transaction of business at any
meeting of the Board of Directors.

         Section 8. Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

         Section 9. In the event of the death, resignation, removal,
inability to act, or disqualification of any director, the Board of Directors,
although less than a quorum, shall have the right to elect the successor who
shall hold office for the remainder of the full term of the class of directors
in which the vacancy occurred, and until such director's successor shall have
been duly elected and qualified.

         Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect from
its own members a Chairman of the Board of Directors and a President who may be
the same person. The Board of Directors shall also elect at such meeting a
Secretary and a Treasurer, who may be the same person, may appoint at any time
such other committees and elect or appoint such other officers as it may deem
advisable. The Board of Directors may also elect at such meeting one or more
Associate Directors.

         Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.



         Section 12. The Board of Directors may designate an officer to be in
charge of such of the departments or divisions of the Company as it may deem
advisable.

                                   ARTICLE III
                                   Committees

         Section 1.  Executive Committee

               (A) The Executive Committee shall be composed of not more than
nine members who shall be selected by the Board of Directors from its own
members and who shall hold office during the pleasure of the Board.

               (B)  The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and in
behalf of the Company that may be brought before it.

               (C)  The Executive Committee shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its members, or at the call of the Chairman of the Executive
Committee or at the call of the Chairman of the Board of Directors. The majority
of its members shall be necessary to constitute a quorum for the transaction of
business. Special meetings of the Executive Committee may be held at any time
when a quorum is present.

               (D)  Minutes of each meeting of the Executive Committee shall
be kept and submitted to the Board of Directors at its next meeting.

               (E)  The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the Board
of Directors from time to time make.

               (F)  In the event of a state of disaster of sufficient severity
to prevent the conduct and management of the affairs and business of the Company
by its directors and officers as contemplated by these By-Laws any two available
members of the Executive Committee as constituted immediately prior to such
disaster shall constitute a quorum of that Committee for the full conduct and
management of the affairs and business of the Company in accordance with the
provisions of Article III of these By-Laws; and if less than three members of
the Trust Committee is constituted immediately prior to such disaster shall be
available for




the transaction of its business, such Executive Committee shall also be
empowered to exercise all of the powers reserved to the Trust Committee under
Article III Section 2 hereof. In the event of the unavailability, at such time,
of a minimum of two members of such Executive Committee, any three available
directors shall constitute the Executive Committee for the full conduct and
management of the affairs and business of the Company in accordance with the
foregoing provisions of this Section. This By-Law shall be subject to
implementation by Resolutions of the Board of Directors presently existing or
hereafter passed from time to time for that purpose, and any provisions of these
By-Laws (other than this Section) and any resolutions which are contrary to the
provisions of this Section or to the provisions of any such implementary
Resolutions shall be suspended during such a disaster period until it shall be
determined by any interim Executive Committee acting under this section that it
shall be to the advantage of the Company to resume the conduct and management of
its affairs and business under all of the other provisions of these By-Laws.

         Section 2.  Audit Committee

               (A) The Audit Committee shall be composed of five members who
shall be selected by the Board of Directors from its own members, none of whom
shall be an officer of the Company, and shall hold office at the pleasure of the
Board.

               (B) The Audit Committee shall have general supervision over the
Audit Division in all matters however subject to the approval of the Board of
Directors; it shall consider all matters brought to its attention by the officer
in charge of the Audit Division, review all reports of examination of the
Company made by any governmental agency or such independent auditor employed for
that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

               (C) The Audit Committee shall meet whenever and wherever the
majority of its members shall deem it to be proper for the transaction of its
business, and a majority of its Committee shall constitute a quorum.

         Section 3.  Compensation Committee

               (A) The Compensation Committee shall be composed of not more than
five (5) members who shall be selected by the Board of Directors from its own
members who are not officers of the Company and who shall hold office during the
pleasure of the Board.

               (B) The Compensation Committee shall in general advise upon all
matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.



               (C)  Meetings of the Compensation Committee may be called at any
time by the Chairman of the Compensation Committee, the Chairman of the Board of
Directors, or the President of the Company.

         Section 4.  Associate Directors

               (A)  Any person who has served as a director may be elected by
the Board of Directors as an associate director, to serve during the pleasure of
the Board.

               (B)  An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

         Section 5.  Absence or Disqualification of Any Member of a Committee

               (A)  In the absence or disqualification of any member of any
Committee created under Article III of the By-Laws of this Company, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.

                                   ARTICLE IV
                                    Officers

         Section 1. The Chairman of the Board of Directors shall preside at
all meetings of the Board and shall have such further authority and powers and
shall perform such duties as the Board of Directors may from time to time confer
and direct. He shall also exercise such powers and perform such duties as may
from time to time be agreed upon between himself and the President of the
Company.

         Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.



         Section 3. The President shall have the powers and duties pertaining
to the office of the President conferred or imposed upon him by statute or
assigned to him by the Board of Directors. In the absence of the Chairman of the
Board the President shall have the powers and duties of the Chairman of the
Board.

         Section 4. The Chairman of the Board of Directors or the President
as designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.

         Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

         Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

         Section 7. The Treasurer shall have general supervision over all
assets and liabilities of the Company. He shall be custodian of and responsible
for all monies, funds and valuables of the Company and for the keeping of proper
records of the evidence of property or indebtedness and of all the transactions
of the Company. He shall have general supervision of the expenditures of the
Company and shall report to the Board of Directors at each regular meeting of
the condition of the Company, and perform such other duties as may be assigned
to him from time to time by the Board of Directors of the Executive Committee.

         Section 8. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.



         There may be one or more subordinate accounting or controller
officers however denominated, who may perform the duties of the Controller and
such duties as may be prescribed by the Controller.

         Section 9. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

         There shall be an Auditor and there may be one or more Audit
Officers, however denominated, who may perform all the duties of the Auditor and
such duties as may be prescribed by the officer in charge of the Audit Division.

         Section 10. There may be one or more officers, subordinate in rank
to all Vice Presidents with such functional titles as shall be determined from
time to time by the Board of Directors, who shall ex officio hold the office
Assistant Secretary of this Company and who may perform such duties as may be
prescribed by the officer in charge of the department or division to whom they
are assigned.

         Section 11. The powers and duties of all other officers of the
Company shall be those usually pertaining to their respective offices, subject
to the direction of the Board of Directors, the Executive Committee, Chairman of
the Board of Directors or the President and the officer in charge of the
department or division to which they are assigned.

                                    ARTICLE V
                          Stock and Stock Certificates

         Section 1. Shares of stock shall be transferrable on the books of
the Company and a transfer book shall be kept in which all transfers of stock
shall be recorded.

         Section 2. Certificates of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. Duplicate certificates of stock
shall be issued only upon giving such security as may be satisfactory to the
Board of Directors or the Executive Committee.



         Section 3. The Board of Directors of the Company is authorized to
fix in advance a record date for the determination of the stockholders entitled
to notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.

                                   ARTICLE VI
                                      Seal

         Section 1. The corporate seal of the Company shall be in the
following form:

                Between two concentric circles the words
                "Wilmington Trust Company" within the inner circle
                the words "Wilmington, Delaware."

                                   ARTICLE VII
                                   Fiscal Year

         Section 1. The fiscal year of the Company shall be the calendar year.

                                  ARTICLE VIII
                     Execution of Instruments of the Company

         Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver and
the Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.



                                   ARTICLE IX
               Compensation of Directors and Members of Committees

         Section 1. Directors and associate directors of the Company, other
than salaried officers of the Company, shall be paid such reasonable honoraria
or fees for attending meetings of the Board of Directors as the Board of
Directors may from time to time determine. Directors and associate directors who
serve as members of committees, other than salaried employees of the Company,
shall be paid such reasonable honoraria or fees for services as members of
committees as the Board of Directors shall from time to time determine and
directors and associate directors may be employed by the Company for such
special services as the Board of Directors may from time to time determine and
shall be paid for such special services so performed reasonable compensation as
may be determined by the Board of Directors.

                                    ARTICLE X
                                 Indemnification

         Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation.

               (B)  The Corporation shall pay the expenses incurred in defending
any proceeding in advance of its final disposition, provided, however, that the
payment of expenses incurred by a Director or officer in his capacity as a
Director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the Director or officer to repay
all amounts advanced if it should be ultimately determined that the Director or
officer is not entitled to be indemnified under this Article or otherwise.



               (C) If a claim for indemnification or payment of expenses, under
this Article X is not paid in full within ninety days after a written claim
therefor has been received by the Corporation the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification of payment of expenses under
applicable law.

               (D) The rights conferred on any person by this Article X shall
not be exclusive of any other rights which such person may have or hereafter
acquire under any statute, provision of the Charter or Act of Incorporation,
these By-Laws, agreement, vote of stockholders or disinterested Directors or
otherwise.

               (E) Any repeal or modification of the foregoing provisions of
this Article X shall not adversely affect any right or protection hereunder of
any person in respect of any act or omission occurring prior to the time of such
repeal or modification.


                                   ARTICLE XI
                            Amendments to the By-Laws

         Section 1. These By-Laws may be altered, amended or repealed, in
whole or in part, and any new By-Law or By-Laws adopted at any regular or
special meeting of the Board of Directors by a vote of the majority of all the
members of the Board of Directors then in office.





                                    EXHIBIT C

                             Section 321(b) Consent

         Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.

                                            WILMINGTON TRUST COMPANY

Dated: January 18, 2002                     By: /s/ Donald G. MacKelcan
       ----------------------                  -------------------------------
                                            Name: Donald G. MacKelcan
                                            Title: Vice President



                                    EXHIBIT D


                                     NOTICE

            This form is intended to assist state nonmember banks and
            savings banks with state publication requirements. It has not
            been approved by any state banking authorities. Refer to your
            appropriate state banking authorities for your state
            publication requirements.

R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

           WILMINGTON TRUST COMPANY                        of     WILMINGTON
- ----------------------------------------------------------    ------------------
                 Name of Bank                                       City

in the State of   DELAWARE  , at the close of business on September 30, 2001.
                ------------





ASSETS
                                                                         Thousands of dollars
                                                                      

Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coins .................     274,398
         Interest-bearing balances......................................           0
Held-to-maturity securities.............................................      15,956
Available-for-sale securities...........................................   1,177,116
Federal funds sold and securities purchased under agreement to resell...     453,981
Loans and lease financing receivables:
   Loans and leases, net of unearned income ............................   4,879,670
         LESS:  Allowance for loan and lease losses ....................      73,439
         LESS:  Allocated transfer risk reserve ........................           0
   Loans and leases, net of unearned income, allowance, and reserve ....   4,806,231
Assets held in trading accounts ........................................           0
Premises and fixed assets (including capitalized leases) ...............     133,431
Other real estate owned ................................................         668
Investments in unconsolidated subsidiaries and associated companies ....       1,605
Customers' liability to this bank on acceptances outstanding ...........           0
Intangible assets:

         a.  Goodwill ..................................................         217
         b.  Other intangible assets ...................................       4,230
Other assets ...........................................................     161,671
Total assets ...........................................................   7,029,504




                                                          CONTINUED ON NEXT PAGE








LIABILITIES
                                                                        
Deposits:
In domestic offices ....................................................   5,443,431
   Noninterest-bearing .................................................   1,067,087
   Interest-bearing ....................................................   4,376,344
Federal funds purchased and Securities sold under agreements
  to repurchase ........................................................     549,060
Trading liabilities (from Schedule RC-D) ...............................           0
Other borrowed money (includes mortgage indebtedness and
  obligations under capitalized leases: ................................     390,810
Bank's liability on acceptances executed and outstanding ...............           0
Subordinated notes and debentures ......................................           0
Other liabilities (from Schedule RC-G) .................................     108,356
Total liabilities ......................................................   6,491,657


EQUITY CAPITAL
                                                                        
Perpetual preferred stock and related surplus ..........................           0
Common Stock ...........................................................         500
Surplus (exclude all surplus related to preferred stock) ................     62,118
a.  Retained earnings ...................................................    459,554
b.  Accumulated other comprehensive income ..............................     15,675
Total equity capital ...................................................     537,847
Total liabilities, limited-life preferred stock, and equity capital ....   7,029,504

EX-25.3

                                                                    Exhibit 25.3


                                                        Registration No.:
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
                 --

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)

        Delaware                                            51-0055023
(State of incorporation)                    (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)


                                RADIO ONE, INC.*
               (Exact name of obligor as specified in its charter)


            Delaware                                    52-1166660
  (State of incorporation)                 (I.R.S. employer identification no.)

5900 Princess Garden Parkway, 7th Floor
Lanham, Maryland                                        20706
(Address of principal executive offices)              (Zip Code)

        Subordinated Debentures, Notes or other evidences of indebtedness
                       (Title of the indenture securities)

*The entities listed on the page following Items 1, 2 and 16 on the next page
are also included in this Statement of Eligibility on Form T-1 as additional
obligors.

================================================================================




ITEM 1. GENERAL INFORMATION.

          Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

          Federal Deposit Insurance Co.        State Bank Commissioner
          Five Penn Center                            Dover, Delaware

          Suite #2901
          Philadelphia, PA

     (b)  Whether it is authorized to exercise corporate trust powers.

          The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

          If the obligor is an affiliate of the trustee, describe each such
          affiliation:

          Based upon an examination of the books and records of the trustee and
upon information furnished by the obligor, the obligor is not an affiliate of
the trustee.

ITEM 16. LIST OF EXHIBITS.

          List below all exhibits filed as part of this Statement of Eligibility
and Qualification.

          Exhibits listed below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust
Indenture Act of 1939 and rule 24 of the Commission.

     A.   Copy of the Charter of Wilmington Trust Company, which includes the
          certificate of authority of Wilmington Trust Company to commence
          business and the authorization of Wilmington Trust Company to exercise
          corporate trust powers.
     B.   Copy of By-Laws of Wilmington Trust Company.
     C.   Consent of Wilmington Trust Company required by Section 321(b) of
          Trust Indenture Act.
     D.   Copy of most recent Report of Condition of Wilmington Trust Company.

          Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 18th day
of January, 2002.

                                                 WILMINGTON TRUST COMPANY

[SEAL]

Attest:  /s/ Anita E. Dallago              By: /s/ Donald G. MacKelcan
         -----------------------           -----------------------------------
         Assistant Secretary               Name:  Donald G. MacKelcan
                                           Title: Vice President






Exact Name of Additional Obligors   Jurisdiction of Formation      I.R.S. Employer Identification No.
- ---------------------------------   -------------------------      ----------------------------------
                                                             

Radio One Licenses, LLC                         Delaware                         52-1166660
Bell Broadcasting Company                       Michigan                         38-1537987
Radio One of Detroit, LLC                       Delaware                         38-1537987
Radio One of Atlanta, LLC                       Delaware                         52-1166660
ROA Licenses, LLC                               Delaware                         52-1166660
Radio One of Charlotte, LLC                     Delaware                         57-1103928
Radio One of Augusta, LLC                       Delaware                         52-1166660
Charlotte Broadcasting, LLC                     Delaware                         52-1166660
Radio One of North Carolina, LLC                Delaware                         52-1166660
Radio One of Boston, Inc.                       Delaware                         52-2297366
Radio One of Boston Licenses, LLC               Delaware                         52-2297366
Blue Chip Merger Subsidiary, Inc.               Delaware                         52-2334006
Blue Chip Broadcast Company                     Ohio                             31-1402186
Blue Chip Broadcasting, Ltd.                    Ohio                             31-1459349
Blue Chip Broadcasting Licenses, Ltd.           Ohio                             31-1402186
Blue Chip Broadcasting Licenses II, Ltd.        Nevada                           31-1688377
Radio One of Indiana, L.P.                      Delaware                         52-2359338
Radio One of Indiana, LLC                       Delaware                         52-1166660
Radio One of Texas, L.P.                        Delaware                         52-2359336
Radio One of Texas I, LLC                       Delaware                         52-2359328
Radio One of Texas II, LLC                      Delaware                         52-2359333
Satellite One, L.L.C.                           Delaware                         [To Be Applied For]



The address for each of the additional Obligors is Radio One, Inc., 5900
Princess Garden Parkway, 7th Floor, Lanham, MD 20706, telephone (301) 306-1111.
The primary standard industrial classification number for each of the additional
Obligors is 4832.

EX-25.4

                                                                    Exhibit 25.4


                                                        Registration No.:
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)   X
                 -------

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)

      Delaware                                         51-0055023
(State of incorporation)                    (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)

                                 RADIO ONE, INC.
               (Exact name of obligor as specified in its charter)


      Delaware                                          52-1166660
(State of incorporation)                    (I.R.S. employer identification no.)


5900 Princess Garden Parkway, 7th Floor
Lanham, Maryland                                           20706
(Address of principal executive offices)                 (Zip Code)



                         Junior Subordinated Debentures
                       (Title of the indenture securities)

================================================================================



ITEM 1.     GENERAL INFORMATION.

                    Furnish the following information as to the trustee:

            (a)     Name and address of each examining or supervising authority
                    to which it is subject.


                    Federal Deposit Insurance Co.        State Bank Commissioner
                    Five Penn Center                     Dover, Delaware
                    Suite #2901
                    Philadelphia, PA

            (b)     Whether it is authorized to exercise corporate trust powers.


                    The trustee is authorized to exercise corporate trust
            powers.


ITEM 2.     AFFILIATIONS WITH THE OBLIGOR.

                    If the obligor is an affiliate of the trustee, describe each
            such affiliation:

                    Based upon an examination of the books and records of the
            trustee and upon information furnished by the obligor, the obligor
            is not an affiliate of the trustee.

ITEM 16.    LIST OF EXHIBITS.

                    List below all exhibits filed as part of this Statement of
            Eligibility and Qualification.

                    Exhibits listed below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 and rule 24 of the Commission.

            A.      Copy of the Charter of Wilmington Trust Company, which
                    includes the certificate of authority of Wilmington Trust
                    Company to commence business and the authorization of
                    Wilmington Trust Company to exercise corporate trust powers.

            B.      Copy of By-Laws of Wilmington Trust Company.

            C.      Consent of Wilmington Trust Company required by Section
                    321(b) of Trust Indenture Act.

            D.      Copy of most recent Report of Condition of Wilmington Trust
                    Company.

            Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 18th day
of January, 2002.

                                               WILMINGTON TRUST COMPANY

[SEAL]

Attest: /s/ Anita E. Dallago                   By: /s/ Donald G. MacKelcan
        ----------------------------               -----------------------------
        Assistant Secretary                    Name:  Donald G. MacKelcan
                                               Title: Vice President

EX-25.5

                                                                    Exhibit 25.5



                                Registration No.:
________________________________________________________________________________
________________________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)   X


                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)


        Delaware                                      51-0055023
(State of incorporation)                  (I.R.S. employer identification no.)


                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)


                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)

                                 RADIO ONE, INC.
               (Exact name of obligor as specified in its charter)


            Delaware                                  52-1166660
  (State of incorporation)                (I.R.S. employer identification no.)

 5900 Princess Garden Parkway, 7th Floor
 Lanham, Maryland                                        20706
(Address of principal executive offices)               (Zip Code)

    Guarantee with respect to Trust Preferred Securities of Radio One Trust I
                       (Title of the indenture securities)










ITEM 1.     GENERAL INFORMATION.

                    Furnish the following information as to the trustee:

            (a)     Name and address of each examining or supervising authority
                    to which it is subject.


                    Federal Deposit Insurance Co.        State Bank Commissioner
                    Five Penn Center                            Dover, Delaware
                    Suite #2901
                    Philadelphia, PA

            (b)     Whether it is authorized to exercise corporate trust powers.


                    The trustee is authorized to exercise corporate trust
                    powers.

ITEM 2.     AFFILIATIONS WITH THE OBLIGOR.

                    If the obligor is an affiliate of the trustee, describe
            each such affiliation:

                    Based upon an examination of the books and records of the
            trustee and upon information furnished by the obligor, the obligor
            is not an affiliate of the trustee.

ITEM 16.  LIST OF EXHIBITS.

                    List below all exhibits filed as part of this Statement of
            Eligibility and Qualification.

                    Exhibits listed below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 and rule 24 of the Commission.

            A.      Copy of the Charter of Wilmington Trust Company, which
                    includes the certificate of authority of Wilmington Trust
                    Company to commence business and the authorization of
                    Wilmington Trust Company to exercise corporate trust powers.
            B.      Copy of By-Laws of Wilmington Trust Company.
            C.      Consent of Wilmington Trust Company required by Section
                    321(b) of Trust Indenture Act.
            D.      Copy of most recent Report of Condition of Wilmington Trust
                    Company.

            Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 18th day
of January, 2002.


                                              WILMINGTON TRUST COMPANY
[SEAL]


Attest:     /s/ Anita E. Dallago              By:      /s/ Donald G. MacKelcan
            --------------------                       -----------------------
            Assistant Secretary               Name:    Donald G. MacKelcan
                                              Title:   Vice President

EX-25.6

                                                                    Exhibit 25.6

                                                               Registration No.:
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
                 ---

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)

        Delaware                                     51-0055023
(State of incorporation)                 (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street

                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel

                            Wilmington Trust Company
                               Rodney Square North

                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)

                                 RADIO ONE, INC.
               (Exact name of obligor as specified in its charter)


            Delaware                                 52-1166660
  (State of incorporation)               (I.R.S. employer identification no.)


5900 Princess Garden Parkway, 7th Floor
           Lanham, Maryland                           20706
(Address of principal executive offices)            (Zip Code)

   Guarantee with respect to Trust Preferred Securities of Radio One Trust II
                       (Title of the indenture securities)


================================================================================




ITEM 1.     GENERAL INFORMATION.

                    Furnish the following information as to the trustee:

            (a)     Name and address of each examining or supervising authority
                    to which it is subject.


                    Federal Deposit Insurance Co.        State Bank Commissioner
                    Five Penn Center                     Dover, Delaware
                    Suite #2901
                    Philadelphia, PA

            (b)     Whether it is authorized to exercise corporate trust powers.


                    The trustee is authorized to exercise corporate trust
            powers.

ITEM 2.     AFFILIATIONS WITH THE OBLIGOR.

                    If the obligor is an affiliate of the trustee, describe each
            such affiliation:

                    Based upon an examination of the books and records of the
            trustee and upon information furnished by the obligor, the obligor
            is not an affiliate of the trustee.

ITEM 16.    LIST OF EXHIBITS.

                    List below all exhibits filed as part of this Statement of
            Eligibility and Qualification.

                    Exhibits listed below, on file with the Commission, are
            incorporated herein by reference as an exhibit hereto, pursuant to
            Rule 7a-29 under the Trust Indenture Act of 1939 and rule 24 of the
            Commission.

            A.      Copy of the Charter of Wilmington Trust Company, which
                    includes the certificate of authority of Wilmington Trust
                    Company to commence business and the authorization of
                    Wilmington Trust Company to exercise corporate trust powers.
            B.      Copy of By-Laws of Wilmington Trust Company.
            C.      Consent of Wilmington Trust Company required by Section
                    321(b) of Trust Indenture Act.
            D.      Copy of most recent Report of Condition of Wilmington Trust
                    Company.

            Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 18th day
of January, 2002.

                                               WILMINGTON TRUST COMPANY

[SEAL]

Attest:     /s/ Anita E. Dallago               By:      /s/ Donald G. MacKelcan
            ----------------------------                ------------------------
            Assistant Secretary                Name:    Donald G. MacKelcan
                                               Title:   Vice President

EX-25.7

                                                                    Exhibit 25.7

                                Registration No.:
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X
                 ---

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)

        Delaware                                             51-0055023
(State of incorporation)                    (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)
                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)

                                 RADIO ONE, INC.
                                RADIO ONE TRUST I

               (Exact name of obligor as specified in its charter)


            Delaware                                      52-1166660
            Delaware                                      Applied For
  (State of incorporation)                  (I.R.S. employer identification no.)

 5900 Princess Garden Parkway, 7th Floor
 Lanham, Maryland                                                      20706
(Address of principal executive offices)                            (Zip Code)

                 Trust Preferred Securities of Radio One Trust I
                       (Title of the indenture securities)

================================================================================



ITEM 1. GENERAL INFORMATION.

          Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.


          Federal Deposit Insurance Co.        State Bank Commissioner
          Five Penn Center                            Dover, Delaware
          Suite #2901
          Philadelphia, PA

     (b)  Whether it is authorized to exercise corporate trust powers.


          The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

          If the obligor is an affiliate of the trustee, describe each such
affiliation:

          Based upon an examination of the books and records of the trustee and
upon information furnished by the obligor, the obligor is not an affiliate of
the trustee.

ITEM 16. LIST OF EXHIBITS.

          List below all exhibits filed as part of this Statement of Eligibility
and Qualification.

          Exhibits listed below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust
Indenture Act of 1939 and rule 24 of the Commission.

          A.   Copy of the Charter of Wilmington Trust Company, which includes
               the certificate of authority of Wilmington Trust Company to
               commence business and the authorization of Wilmington Trust
               Company to exercise corporate trust powers.
          B.   Copy of By-Laws of Wilmington Trust Company.
          C.   Consent of Wilmington Trust Company required by Section 321(b) of
               Trust Indenture Act.
          D.   Copy of most recent Report of Condition of Wilmington Trust
               Company.

          Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 18th day
of January, 2002.

                                            WILMINGTON TRUST COMPANY

[SEAL]

Attest: /s/ Anita E. Dallago                By:  /s/ Donald G. MacKelcan
        -----------------------             ----------------------------------
        Assistant Secretary                 Name:    Donald G. MacKelcan
                                            Title:   Vice President

EX-25.8

                                                                    Exhibit 25.8


                                                     Registration No.:
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)   X
                 -------

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)

        Delaware                                       51-0055023
(State of incorporation)                    (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)

                                 RADIO ONE, INC.
                               RADIO ONE TRUST II
               (Exact name of obligor as specified in its charter)


       Delaware                                          52-1166660
       Delaware                                          Applied For
(State of incorporation)                    (I.R.S. employer identification no.)


5900 Princess Garden Parkway, 7th Floor
Lanham, Maryland                                           20706
(Address of principal executive offices)                 (Zip Code)


                Trust Preferred Securities of Radio One Trust II
                       (Title of the indenture securities)


================================================================================



ITEM 1.     GENERAL INFORMATION.

                    Furnish the following information as to the trustee:

            (a)     Name and address of each examining or supervising authority
                    to which it is subject.

                    Federal Deposit Insurance Co.        State Bank Commissioner
                    Five Penn Center                     Dover, Delaware
                    Suite #2901
                    Philadelphia, PA

            (b)     Whether it is authorized to exercise corporate trust powers.


                    The trustee is authorized to exercise corporate trust
            powers.

ITEM 2.     AFFILIATIONS WITH THE OBLIGOR.

                    If the obligor is an affiliate of the trustee, describe each
            such affiliation:

                    Based upon an examination of the books and records of the
            trustee and upon information furnished by the obligor, the obligor
            is not an affiliate of the trustee.

ITEM 16.    LIST OF EXHIBITS.

                    List below all exhibits filed as part of this Statement of
            Eligibility and Qualification.

            A.      Copy of the Charter of Wilmington Trust Company, which
                    includes the certificate of authority of Wilmington Trust
                    Company to commence business and the authorization of
                    Wilmington Trust Company to exercise corporate trust powers.
            B.      Copy of By-Laws of Wilmington Trust Company.
            C.      Consent of Wilmington Trust Company required by Section
                    321(b) of Trust Indenture Act.
            D.      Copy of most recent Report of Condition of Wilmington Trust
                    Company.

            Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 18th day
of January, 2002.

                                               WILMINGTON TRUST COMPANY

[SEAL]

Attest: /s/ Anita E. Dallago                   By: /s/ Donald G. MacKelcan
        -------------------------------            -----------------------------
        Assistant Secretary                    Name:  Donald G. MacKelcan
                                               Title: Vice President