SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “ Second Amendment ”), dated as of September 14, 2007, is among RADIO ONE, INC., a Delaware corporation (the “ Borrower ”), the several Lenders (as such term is defined in the hereinafter described Credit Agreement) parties to this Second Amendment, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “ Administrative Agent ”).

     A. The Borrower, the Administrative Agent, Bank of America, N.A., as Syndication Agent, and Credit Suisse, Merrill Lynch, Pierce Fenner & Smith Incorporated, and SunTrust Bank, as Co-Documentation Agents, and the several Lenders parties thereto entered into that certain Credit Agreement dated as of June 13, 2005 (as amended pursuant to that First Amendment to Credit Agreement, dated as of April 26, 2006, and as the same may be further amended, restated or modified from time to time, the “ Credit Agreement ”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

     B. The Borrower has advised the Administrative Agent that it desires to amend the Credit Agreement.

     C. The Required Lenders parties to this Second Amendment are willing to agree to the amendments, subject to the performance and observance in full of each of the covenants, terms and conditions, and in reliance upon all of the representations and warranties of the Borrower, set forth herein.

      NOW, THEREFORE, in consideration of the premises and the covenants, terms and conditions, and in reliance upon the representations and warranties, in each case contained herein, the parties hereto agree hereby as follows:

ARTICLE I

Amendments

     Section 1.01 Amendment to Article I of the Credit Agreement — Definitions . Article I of the Credit Agreement, Definitions, is hereby amended as follows:

     (a)  Amendment to Definition of “Applicable Rate ”. The definition of “Applicable Rate” in Article I of the Credit Agreement is hereby amended by deleting the pricing grid set forth therein and substituting the following pricing grid in its stead:

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		ABR				LIBOR				Commitment
Total Leverage Ratio:		Spread				Spread				Fee Rate
Greater than or equal to 7.00 to 1.00			1.250	%			2.250	%			0.375	%
Greater than or equal to 6.50 to 1.00 but less than 7.00 to 1.00			1.000	%			2.000	%			0.375	%
Greater than or equal to 6.00 to 1.00 but less than 6.50 to 1.00			0.500	%			1.500	%			0.375	%
Greater than or equal to 5.50 to 1.00 but less than 6.00 to 1.00			0.250	%			1.250	%			0.375	%
Greater than or equal to 5.00 to 1.00 but less than 5.50 to 1.00			0.000	%			1.000	%			0.300	%
Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00			0.000	%			0.750	%			0.300	%
Less than 4.50 to 1.00			0.000	%			0.625	%			0.250	%

     (b)  Addition of Definition of “Internet Operations Subsidiary ”. The definition of “Internet Operations Subsidiary” is hereby added in its entirety to Article I of the Credit Agreement in alphabetical order as follows:

     “ Internet Operations Subsidiary ” means a direct or indirect Subsidiary of the Borrower that (i) is an Unrestricted Subsidiary, (ii) conducts and operates its business primarily as an internet-related business (together with such business and activities as may be directly related thereto) and (iii) is either a Wholly Owned Subsidiary or a majority-owned Subsidiary as permitted in accordance with the terms of this Agreement.

     (c)  Addition of Definition of “Second Amendment Effective Date ”. The definition of “Second Amendment Effective Date” is hereby added in its entirety to Article I of the Credit Agreement in alphabetical order as follows:

     “ Second Amendment Effective Date ” means September 14, 2007.

     (d)  Amendment to Definition of “Unrestricted Subsidiary ”. The definition of “Unrestricted Subsidiary” in Article I of the Credit Agreement is hereby amended to read in its entirety as follows:

     “ Unrestricted Subsidiary ” means (a) Reach Media, Radio One Cable Holdings, Inc., Home Plate Suites, LLC and the Internet Operations Subsidiary so long as the conditions contained in clauses (b)(i) through and including (b)(iv) below are satisfied at all times as to such Person respectively and (b) any Subsidiary of the Borrower that is formed or acquired after the Effective Date, which is funded through Investments as permitted by Section 6.08(d) (as designated by the Board of Directors of the Borrower, as provided below) and any direct or indirect Subsidiary of an Unrestricted Subsidiary; provided that at the time of the Investment by the Borrower in such Unrestricted Subsidiary and at all times thereafter (i) neither the Borrower nor any of the Restricted Subsidiaries provides credit support for any Indebtedness of such Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such

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Indebtedness) other than Investments permitted by Section 6.08 , (ii) such Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, (iii) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Borrower or any Restricted Subsidiary of the Borrower except for transactions with Affiliates permitted by the terms of this Agreement unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower and (iv) such Unrestricted Subsidiary does not own any Equity Interest in or Indebtedness of any Subsidiary of the Borrower that has not theretofore been and is not simultaneously being designated an Unrestricted Subsidiary. Any such designation by the Board of Directors of the Borrower shall be evidenced to the Administrative Agent by delivering to the Administrative Agent a board resolution giving effect to such designation and a certificate executed by the President, a Vice President or a Financial Officer of the Borrower certifying that such designation complies with the foregoing conditions.

     Section 1.02 Amendment to Section 2.06(a) of the Credit Agreement . Section 2.06(a) of the Credit Agreement is hereby amended to delete the number “$500,000,000” in the proviso thereof and substitute the number “$300,000,000” in its stead.

     Section 1.03 Amendment to Section 2.11(d) of the Credit Agreement . Section 2.11(d) of the Credit Agreement is hereby amended to add a sentence to the end of such Section, such sentence to read in its entirety as follows:

Notwithstanding the foregoing or anything else in this Agreement or the other Loan Documents to the contrary, within ten Business Days after receipt by the Borrower or any Restricted Subsidiary of the Net Cash Proceeds from the Disposition of their Stations located in Louisville and Dayton, the Borrower shall repay the Term Loan in an amount not less than $100,000,000, such repayment to be applied pro-rata across all remaining unpaid Term Loan installments as required by Section 2.11(g) .

     Section 1.04 Amendment to Section 3.02 of the Credit Agreement . Section 3.02 of the Credit Agreement is hereby amended to read in its entirety as follows:

     Section 3.02 Authorization; Enforceability . The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law. The Loan

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Documents have been duly executed and delivered by the Loan Parties that are party to each such Loan Document, and each constitutes a legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law.

     Section 1.05 Amendment to Section 3.17 of the Credit Agreement . Section 3.17 of the Credit Agreement is hereby amended to read in its entirety as follows:

     Section 3.17 Use of Proceeds . The proceeds of the Loans shall be used only (a) to refinance the Existing Senior Facilities, (b) for working capital, Capital Expenditures made in the ordinary course of business and other lawful corporate purposes (including any Restricted Payment made as permitted hereunder), (c) for direct or indirect Investments permitted hereunder (including any direct or indirect committed Investments in TV One) and acquisitions permitted hereunder (d) to pay fees and expenses related to the Transactions, and (e) to redeem, invest in, purchase or otherwise buy the 2001 Senior Subordinated Notes in accordance with the terms of Section 6.06, provided that, notwithstanding the foregoing or anything else in this Agreement and the other Loan Documents to the contrary, not more than $150,000,000 of the proceeds of the Loans will be used for the purposes set forth in this subsection (e). Letters of Credit will be issued only to support lawful corporate purposes. The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Sections 6.03 and 6.05 or subject to any restriction contained in any agreement or instrument between Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of clauses (f) and (o) of Article VII will be margin stock.

     Section 1.06 Amendment to Opening Paragraph of Section 4.02 of the Credit Agreement . The opening three-line paragraph of Section 4.02 of the Credit Agreement is hereby amended to read in its entirety as follows:

     Section 4.02 Each Credit Event . The obligation of each Lender to make a Loan on the occasion of any Borrowing that increases the outstanding amount of Loans hereunder, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit that increases the outstanding LC Exposure, is subject to the satisfaction of the following conditions:

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     Section 1.07 Amendment to Section 4.02 of the Credit Agreement . Section 4.02 of the Credit Agreement is hereby amended to add a new subsection (d) to be inserted after subsection (c) in Section 4.02 but before the final sentence of Section 4.02, to read in its entirety as follows:

     (d) The Borrower is in compliance, and will be in compliance after giving effect to such Borrowing, or such issuance, amendment, renewal and extension of any Letter of Credit, with the 2001 Senior Subordinated Debt Documents (including, without limitation, the 2001 Senior Subordinated Notes Indenture) and the 2005 Senior Subordinated Debt Documents (including, without limitation, the 2005 Senior Subordinated Notes Indenture), and all documentation executed in connection with any junior or subordinate financing incurred in accordance with the terms of Section 6.05, including, without limitation, the provisions of the indentures related thereto.

     Section 1.08 Amendment to Section 5.08 of the Credit Agreement . Section 5.08 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

     Section 5.08 Use of Proceeds and Letters of Credit . The proceeds of the Loans will be used only (a) to refinance the Existing Senior Facilities, (b) for working capital, capital expenditures made in the ordinary course of business and other lawful corporate purposes (including any Restricted Payment made as permitted hereunder), (c) for direct or indirect Investments permitted hereunder (including any direct or indirect committed Investments in TV One) and Acquisitions permitted hereunder, (d) to pay fees and expenses related to the Transactions and (e) to redeem, invest in, purchase or otherwise buy the 2001 Senior Subordinated Notes in accordance with the terms of Section 6.06, provided that, notwithstanding the foregoing or anything else in this Agreement and the other Loan Documents to the contrary, not more than $150,000,000 of the proceeds of the Loans will be used for the purposes set forth in this subsection (e). No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Boar