EXHIBIT 10(t)
FOURTH AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
This Fourth Amendment to Registration Rights Agreement (this "Fourth
Amendment") is dated effective as of November 26, 2001, by and among Regent
Communications, Inc. (the "Company") and the undersigned stockholders (the
"Stockholders").
WITNESSETH
WHEREAS, the Company and the Stockholders are parties to a certain
Registration Rights Agreement dated as of June 15, 1998, as amended (the
"Agreement"), under which the Stockholders have been granted certain rights to
register their unregistered Company stock; and
WHEREAS, the Stockholders are the only parties to the Agreement that
continue to hold Registrable Securities under the Agreement; and
WHEREAS, the terms of the Agreement restrict the granting of the right
to register Company stock to any other party except by an amendment of the
Agreement approved by Stockholders, together with Waller-Sutton Media Partners,
L.P., that hold 51% of the Stockholders' total holdings of Company stock; and
WHEREAS, the Company wishes to grant registration rights (the
"Registration Rights") to certain investors (the "Investors") in a proposed
private offering of Company common stock pursuant to stock purchase agreements
to be entered into by the Company and each investor as of the date hereof (the
"Stock Purchase Agreements"), which Registration Rights consist solely of the
investors' right to include the shares of Company common stock purchased by them
pursuant to the Stock Purchase Agreements in a registration statement on Form
S-3 to be filed by the Company with the Securities and Exchange Commission to
facilitate the resale of such shares (the "Resale Offering"); and
WHEREAS, the Company and the Stockholders feel that it is in the best
interests of the Company and its stockholders to grant the Registration Rights
and to subsequently register Company stock in the Resale Offering; and
WHEREAS, the Company and the Stockholders are willing to cause the
Agreement to be amended in certain respects to allow the Company to grant the
Registration Rights and to allow the Resale Offering to take place, and the
Stockholders are willing to waive the rights granted to such Stockholders by the
Agreement to participate in the Resale Offering.
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties agree as
follows:
1. Amendment to Section 10(a) of the Agreement. Notwithstanding
anything to the contrary stated in the Agreement including, without limitation,
Section 10(a) thereof, the Investors shall be granted the Registration Rights.
2. Amendment to Section 3. Notwithstanding anything to the contrary
stated in the Agreement including, without limitation, Section 3 thereof, the
Stockholders hereby waive any and all rights (including, without limitation, any
right to receive notice of the Company's intention to register
shares in the Resale Offering) that the Stockholders have to participate in the
Resale Offering, unless such Stockholder is also an investor pursuant to the
Stock Purchase Agreements (a "Participating Stockholder"), in which case such
Participating Stockholder shall only participate in the Resale Offering only
with respect to the shares purchased by it pursuant to the Stock Purchase
Agreements.
3. Counterparts. This Fourth Amendment may be executed in counterparts,
all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that the parties need not
sign the same counterpart.
4. Governing Law. This Fourth Amendment shall be governed and construed
in accordance with the laws of the State of Delaware, without regard to any
applicable conflicts of law principles (except to the extent that mandatory
provisions of federal or state law apply).
IN WITNESS WHEREOF, the undersigned Stockholders have caused this
Fourth Amendment to be executed by their respective officers thereunto duly
authorized as of the date first above written.
REGENT COMMUNICATIONS, INC.
By: _____________________________
Its: _____________________________
- -----------------------------------
Terry S. Jacobs
- -----------------------------------
William L. Stakelin
WALLER-SUTTON MEDIA PARTNERS, L.P.
By: _____________________________
Its: _____________________________
BLUE CHIP CAPITAL FUND II LIMITED PARTNERSHIP
By: _____________________________
Its: _____________________________
BLUE CHIP CAPITAL FUND III LIMITED PARTNERSHIP
By: _____________________________
Its: _____________________________
- -----------------------------------
William H. Ingram
WPG CORPORATE DEVELOPMENT ASSOCIATES, V.L.P.
By: _____________________________
Its: _____________________________
WPG CORPORATE DEVELOPMENT ASSOCIATES (OVERSEAS), V.L.P.
By: _____________________________
Its: _____________________________
SIGNATURE PAGE TO FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
MIAMI VALLEY VENTURE FUND L.P.
By: _____________________________
Its: _____________________________
MESIROW CAPITAL PARTNERS VII
By: _____________________________
Its: _____________________________
PNC BANK, N.A., CUSTODIAN
By: _____________________________
Its: _____________________________
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: _____________________________
Its: _____________________________
RIVER CITIES CAPITAL FUND LIMITED PARTNERSHIP
By: _____________________________
Its: _____________________________
PNC BANK, N.A., TRUSTEE
By: _____________________________
Its: _____________________________