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EXHIBIT 4(c)
AMENDMENT NO. 2 AND CONSENT TO CREDIT AGREEMENT
AMENDMENT NO. 2 AND CONSENT, dated as of August 23, 2000, to
the Credit Agreement, dated as of January 27, 2000, as amended by Omnibus
Amendment No. 1 and Amendment No. 1 to Credit Agreement dated as of February 4,
2000 (the "Credit Agreement"), among (a) REGENT BROADCASTING, INC., a Delaware
corporation (the "BORROWER"), (b) REGENT COMMUNICATIONS, INC., a Delaware
corporation (the "PARENT COMPANY" and, together with the Borrower, collectively,
the "PRINCIPAL COMPANIES" and, singly, a "PRINCIPAL COMPANY"), (c) the several
financial institutions from time to time party to the Credit Agreement as
lenders thereunder ("LENDERS"), and (d) FLEET NATIONAL BANK, as Administrative
Agent for the Lenders (the "ADMINISTRATIVE AGENT"), FLEET NATIONAL BANK, as
Issuing Lender, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent for
the Lenders, and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as
Documentation Agent for the Lenders.
RECITALS
The Borrower and the Parent Company have requested the
Administrative Agent and the Lenders grant to the Borrower all such consents and
waivers as may be required under the Credit Agreement and the other Loan
Documents to permit the execution, delivery and performance by certain of the
Subsidiary Guarantors of (a) an Asset Exchange Agreement, dated as of March 12,
2000, executed and delivered by and among (i) Clear Channel Broadcasting, Inc.,
Clear Channel Broadcasting Licenses, Inc., Capstar Radio Operating Company and
Capstar TX Limited Partnership (the "Clear Channel Entities"), (ii) Regent
Broadcasting of Victorville, Inc., Regent Licensee of Victorville, Inc., Regent
Broadcasting of Mansfield, Inc. and Regent Licensee of Mansfield, Inc. (the
"Regent Entities"), and (iii) Regent Broadcasting of Palmdale, Inc. and Regent
Licensee of Palmdale, Inc., (b) the First Amendment to Asset Exchange Agreement,
dated as of May 31, 2000, executed and delivered by and among the Clear Channel
Entities, the Regent Entities, Regent Broadcasting of Palmdale, Inc. and Regent
Licensee of Palmdale, Inc., (c) the Second Amendment to Asset Exchange
Agreement, dated as of June 2, 2000, executed and delivered by and among the
Clear Channel Entities and the Regent Entities, and (d) the Funding Escrow
Agreement, dated as of August 23, 2000, executed and delivered by and among the
Clear Channel Entities, the Regent Entities and The Bank of New York, as escrow
agent, (such Asset Exchange Agreement, together with the First Amendment to
Asset Exchange Agreement, the Second Amendment to Asset Exchange Agreement and
the Funding Escrow Agreement, being herein called the "Asset Exchange
Agreement").
The Administrative Agent and the Lenders have agreed to grant
the consents and waivers so requested by the Borrower and the Parent Company
upon the terms and subject to the conditions contained in this Amendment No. 2
and Consent ("this Agreement").
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The Borrower, the Parent Company, the Lenders and the
Administrative Agent have further agreed to amend certain of the provisions
contained in the Loan Documents and the Credit Agreement, all as set forth in or
required by this Agreement.
Accordingly, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITIONS IN CREDIT AGREEMENT. Unless otherwise defined
herein, terms defined in the Credit Agreement (as amended hereby) are used
herein as therein defined.
ARTICLE II
AMENDMENTS AND CONSENTS
Effective on and as of July __, 2000 ("Effective Date"), and subject
always in any event to the provisions of Article III hereof:
SECTION 2.1. NEW DEFINED TERMS. Section 1.1 of the Credit Agreement is
hereby further amended by adding thereto each of the following new defined
terms:
"Amendment No. 2" means Amendment No. 2 and Consent to Credit
Agreement, dated as of August 23, 2000, among the Borrower, the Parent
Company, the Lenders and the Administrative Agent, and upon the terms
of which each of the parties hereto has agreed to amend this Agreement.
"Amendment No. 2 Effective Date" means August 23, 2000, the
so-called "Effective Date" of Amendment No. 2 and Consent to Credit
Agreement.
SECTION 2.2. EXECUTION, DELIVERY AND PERFORMANCE OF THE ASSET EXCHANGE
AGREEMENT AND CONSUMMATION OF THE ASSET EXCHANGE TRANSACTION. In reliance on the
agreements, representations, warranties and covenants of the Borrower and the
Parent Company contained in this Agreement, and subject always to the
satisfaction of the conditions contained in Article III, the Administrative
Agent and the Lenders party hereto hereby grant to the Borrower and the Regent
Entities all such consents and waivers as are required under the Credit
Agreement and the other Loan Documents, for (a) the execution, delivery and
performance by the Regent Entities of the Asset Exchange Agreement, and (b) the
acquisition of the Clear Channel Station Assets (as defined in the Asset
Exchange Agreement) and the related transactions described in the Asset Exchange
Agreement, on the terms set forth therein (such purchase of Assets and related
transactions are herein called, collectively, the "Asset Exchange Transaction").
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SECTION 2.3. AMENDMENT OF SECTION 9.7. Section 9.7 of the Credit
Agreement is amended by (a) deleting the word "and" at the end of subsection (e)
thereof; (b) replacing the period at the end of subsection (f) thereof with the
new phrase "; and"; and (c) inserting the following new subsection (g)
immediately after subsection (f) thereof:
"(g) payments by the Borrower to the Parent Company in
connection with the repurchase of Equity Interests of the Parent
Company and the repurchase of such Equity Interests by the Parent
Company; provided, however, that (i) the aggregate amount of all of
such payments made shall not exceed $10,000,000 in the aggregate, (ii)
both immediately before and immediately after giving effect to such
purchase, the Consolidated Leverage Ratio determined as of the then
most recent Covenant Determination Date shall not exceed 5.00:1.00, and
(iii) at the time of any such payments, no Event of Default shall be
continuing or shall result therefrom."
ARTICLE III
CONDITIONS PRECEDENT
Each of the amendments to the Loan Documents and the Credit Agreement
set forth in Article II of this Agreement shall be effective and in full force
and effect on and as of and from and after the Effective Date, provided that
each of the following conditions precedent shall first be satisfied:
SECTION 3.1. AMENDMENT DOCUMENT. The Administrative Agent shall have
received counterparts of this Agreement duly executed by each of the Borrower,
the Parent Company, and also by each of the Lenders.
SECTION 3.2. REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties made by the Borrower and the Parent Company
pursuant to this Agreement shall be true and correct in all material respects on
and as of the Effective Date with the same full force and effect as if made and
repeated on and as of such date.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
Each of the Borrower and the Parent Company represents and warrants to
and covenants with the Administrative Agent and the Lenders as follows:
SECTION 4.1. TOTAL CASH CONSIDERATION. The total gross cash
consideration paid by the Regent Entities in connection with the acquisition of
the Clear Channel Station Assets (as defined in the Asset Exchange Agreement)
pursuant to the Asset Exchange Agreement shall be $80,465,000. No other cash
consideration is being paid by any Credit Party, either directly or indirectly,
in connection with the Asset Exchange Transaction.
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SECTION 4.2. REPRESENTATIONS IN LOAN DOCUMENTS. Each of the
representations and warranties made by or on behalf of each of the Principal
Companies to the Administrative Agent and the Lenders in the Loan Documents was
true and correct in all material respects when made and is true and correct in
all material respects on and as of the date hereof, EXCEPT (a) as affected by
the consummation of the transactions contemplated by the Loan Documents
(including this Agreement), and (b) to the extent that any such representation
or warranty relates by its express terms solely to a prior date.
SECTION 4.3. CORPORATE AUTHORITY, ETC. The execution and delivery by
each Principal Company of this Agreement, and the performance by each Principal
Company of its agreements and obligations under this Agreement, have been duly
and properly authorized by all necessary corporate or other action on the part
of each of the Principal Companies, and do not and will not conflict with,
result in any violation of, or constitute any default under, (a) any provision
of any Governing Document of any Principal Company, (b) any Contractual
Obligation of any Principal Company, or (c) any Applicable Law.
SECTION 4.4. VALIDITY, ETC. This Agreement has been duly executed and
delivered by each Principal Company and constitutes the legal, valid and binding
obligation of each Principal Company, enforceable against it in accordance with
its terms, except as such enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws at the time in
effect affecting the enforceability of the rights of creditors generally and to
general equitable principles. Each of the Principal Companies hereby ratifies
and confirms in all respects all of the Obligations as modified hereby.
SECTION 4.5. NO DEFAULTS. After giving effect to this Agreement, no
Defaults or Events of Default are continuing under the Credit Agreement or any
of the other Loan Documents.
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ARTICLE V
PROVISIONS OF GENERAL APPLICATION
SECTION 5.1. NO OTHER CHANGES. Except as otherwise expressly provided
by this Agreement, all of the terms, conditions and provisions of the Credit
Agreement and each of the other Loan Documents, and all rights and remedies of
the Administrative Agent and the Lenders thereunder, shall remain unaltered.
SECTION 5.2. OTHER PROVISIONS. This Agreement is a Loan Document for
all purposes of the Credit Agreement and each of the other Loan Documents. This
Agreement and the rights and obligations hereunder of each of the parties hereto
shall in all respects be construed in accordance with and governed by the laws
of the Commonwealth of Massachusetts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
but all of such counterparts shall together constitute but one and the same
agreement. In making proof of this Agreement, it shall not be necessary to
produce or account for more than one counterpart hereof signed by each of the
parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this
AMENDMENT NO. 2 AND CONSENT TO CREDIT AGREEMENT to be executed and delivered by
their respective authorized officers under seal as of the date first above
written.
THE PARENT COMPANY:
REGENT COMMUNICATIONS,
INC., as the Parent Company and
a Guarantor
By: /s/ Anthony A. Vasconcellos
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Name: Anthony A. Vasconcellos
Title: Vice President and Chief
Financial Officer
THE BORROWER:
REGENT BROADCASTING,
INC., as Borrower
By: /s/ Anthony A. Vasconcellos
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Name: Anthony A. Vasconcellos
Title: Vice President and Chief
Financial Officer
THE ADMINISTRATIVE AGENT:
FLEET NATIONAL BANK, individually and
as Administrative Agent
By: /s/ Robert F. Milordi
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Name: Robert F. Milordi
Title: Managing Director
THE SYNDICATION AGENT:
GENERAL ELECTRIC CAPITAL
CORPORATION, individually and as
Syndication Agent
By: /s/ Thomas P. Waters
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Name: Thomas P. Waters
Title: Duly Authorized Signatory
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THE DOCUMENTATION AGENT:
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES,
individually and as Documentation Agent
By: /s/ William E. Lambert
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Name: William E. Lambert
Title: Vice President
By: /s/ Brian E. Haughney
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Name: Brian E. Haughney
Title: Assistant Vice President
THE LENDERS:
FIRSTAR BANK, N.A.
By: /s/ Michael J. Homeyer
------------------------------------
Name: Michael J. Homeyer
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Raymond S. Osburn
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Name: Raymond S. Osburn
Title: Assistant Vice President
SUMMIT BANK
By: /s/ Donald J. Oberg, Jr.
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Name: Donald J. Oberg, Jr.
Title: Vice President
MICHIGAN NATIONAL BANK
By: /s/ Teresa L. Irland
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Name: Teresa L. Irland
Title: First Vice President
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THE CIT GROUP/EQUIPMENT
FINANCING, INC.
By: /s/ Katie J. Saunders
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Name: Katie J. Saunders
Title: