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Exhibit 4(w)
REGENT COMMUNICATIONS, INC.
FIRST AMENDMENT
TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of
February 16, 1998 and entered into by and among Regent Communications, Inc., a
Delaware corporation ("COMPANY"), the financial institutions listed on the
signature pages hereof ("LENDERS"), General Electric Capital Corporation, as
documentation agent ("DOCUMENTATION AGENT") and Bank of Montreal, Chicago
Branch, as agent for Lenders ("AGENT"), and, for purposes of Section 3 hereof,
the Credit Support Parties (as defined in Section 6 hereof) listed on the
signature pages hereof, and is made with reference to that certain Credit
Agreement dated as of November 14, 1997 (as so amended, the "CREDIT AGREEMENT"),
by and among Company, Lenders and Agent. Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend the Credit Agreement to make
certain amendments as set forth below;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
A. AMENDMENTS TO SECTION 1: DEFINITIONS
CERTAIN DEFINED TERMS. Subsection 1.1 of the Credit Agreement is hereby
amended by deleting the reference to "March 31, 1998" contained therein and
substituting "June 30, 1998" therefor.
B. AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS
1. COMMITMENTS. Subsection 2.1A of the Credit Agreement is hereby amended
by deleting the reference to "March 31, 1998" contained therein and substituting
"June 30, 1998" therefor.
2. SCHEDULED REDUCTIONS OF REVOLVING LOAN COMMITMENTS. Subsection 2.4A of
the Credit Agreement is hereby amended by restating the table set forth therein
in its entirety as follow:
================================================================================
QUARTER SCHEDULED REDUCTION
ENDING OF REVOLVING
LOAN COMMITMENTS
- --------------------------------------------------------------------------------
March 31, 1999 $ 687,500
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June 30, 1999 $ 687,500
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September 30, 1999 $ 687,500
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================================================================================
QUARTER SCHEDULED REDUCTION
ENDING OF REVOLVING
LOAN COMMITMENTS
- --------------------------------------------------------------------------------
December 31, 1999 $ 687,500
- --------------------------------------------------------------------------------
March 31, 2000 $ 1,718,750
- --------------------------------------------------------------------------------
June 30, 2000 $ 1,718,750
- --------------------------------------------------------------------------------
September 30, 2000 $ 1,718,750
- --------------------------------------------------------------------------------
December 31, 2000 $ 1,718,750
- --------------------------------------------------------------------------------
March 31, 2001 $ 2,062,500
- --------------------------------------------------------------------------------
June 30, 2001 $ 2,062,500
- --------------------------------------------------------------------------------
September 30, 2001 $ 2,062,500
- --------------------------------------------------------------------------------
December 31, 2001 $ 2,062,500
- --------------------------------------------------------------------------------
March 31, 2002 $ 2,406,250
- --------------------------------------------------------------------------------
June 30, 2002 $ 2,406,250
- --------------------------------------------------------------------------------
September 30, 2002 $ 2,406,250
- --------------------------------------------------------------------------------
December 31, 2002 $ 2,406,250
- --------------------------------------------------------------------------------
March 31, 2003 $ 2,406,250
- --------------------------------------------------------------------------------
June 30, 2003 $ 2,406,250
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September 30, 2003 $ 2,406,250
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December 31, 2003 $2,406,250
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March 31, 2004 $2,750,000
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June 30, 2004 $2,750,000
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September 30, 2004 $2,750,000
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December 31, 2004 $2,750,000
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March 31, 2005 $6,875,000
================================================================================
C. AMENDMENTS TO SECTION 6: COMPANY'S AFFIRMATIVE COVENANTS
OFFICERS' AND COMPLIANCE CERTIFICATES. Subsection 6.1(iv) of the Credit
Agreement is hereby amended by deleting the reference to "March 31, 1998"
contained therein and substituting "June 30, 1998" therefor.
D. AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS
MAXIMUM CONSOLIDATED TOTAL DEBT RATIO. Subsection 7.6C of the Credit
Agreement is hereby amended by restating the table set forth therein in its
entirety as follow:
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MAXIMUM
FISCAL YEAR LEVERAGE RATIO
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Closing Date - September 30, 1998 6.00:1.00
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October 1, 1998 - December 31, 1998 5.50:1.00
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January 1, 1999 - March 31, 1999 5.25:1.00
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April 1, 1999 - September 30, 1999 5.00:1.00
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October 1, 1999 - March 31, 2000 4.75:1.00
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April 1, 2000 - September 30, 2000 4.50:1.00
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============================================================================================
MAXIMUM
FISCAL YEAR LEVERAGE RATIO
- --------------------------------------------------------------------------------------------
October 1, 2000 - March 31, 2001 4.00:1.00
- --------------------------------------------------------------------------------------------
April 1, 2001 and thereafter 3.50:1.00
============================================================================================
E. AMENDMENTS TO SECTION 8: EVENTS OF DEFAULT
Subsection 8.16 of the Credit Agreement is hereby amended by deleting the
reference to "March 31, 1998" contained therein and substituting "June 30, 1998"
therefor.
SECTION 2. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend the
Credit Agreement in the manner provided herein, Company represents and warrants
to each Lender that the following statements are true, correct and complete:
A. CORPORATE POWER AND AUTHORITY. Company has all requisite corporate power
and authority to enter into this Amendment and to carry out the transactions
contemplated by, and perform its obligations under, the Credit Agreement as
amended by this Amendment (the "AMENDED AGREEMENT").
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of Company .
C. NO CONFLICT. The execution and delivery by Company of this Amendment and
the performance by Company of the Amended Agreement do not and will not (i)
violate any provision of any law or any governmental rule or regulation
applicable to Company or any of its Subsidiaries, the Certificate or Articles of
Incorporation or Bylaws of Company or any of its Subsidiaries or any order,
judgment or decree of any court or other agency of government binding on Company
or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of its Subsidiaries, or (iv) require any approval of
stockholders or any approval or consent of any Person under any Contractual
Obligation of Company or any of its Subsidiaries.
D. GOVERNMENTAL CONSENTS. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not and
will not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any federal, state or other governmental authority
or regulatory body.
E. BINDING OBLIGATION. This Amendment and the Amended Agreement have been
duly executed and delivered by Company and are the legally valid and binding
obligations of Company, enforceable against Company in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT.
The representations and warranties contained in Section 5 of the Credit
Agreement are and will be true, correct and complete in all material respects on
and as of the First Amendment Effective Date (as defined below) to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that
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would constitute an Event of Default or a Potential Event of Default.
SECTION 3. ACKNOWLEDGEMENT AND CONSENT
Company is a party to the Pledge and Security Agreement and the Collateral
Account Agreement, in each case as amended through the First Amendment Effective
Date, pursuant to which Company has created Liens in favor of Agent on certain
Collateral to secure the Obligations. Each of the Subsidiaries is a party to the
Subsidiary Guaranty and the Pledge and Security Agreement, in each case as
amended through the First Amendment Effective Date, pursuant to which the
Subsidiaries have (i) guarantied the Obligations and (ii) created Liens in favor
of Agent on certain Collateral and pledged certain Collateral to Agent to secure
the obligations of Subsidiaries under the Subsidiary Guaranty. Terry S. Jacobs
is a party to the Jacobs Guaranty, as amended through the First Amendment
Effective Date, pursuant to which Terry S. Jacobs has guarantied the
Obligations. Company, each Subsidiary and Terry S. Jacobs are collectively
referred to herein as the "CREDIT SUPPORT PARTIES", and the Subsidiary Guaranty,
the Jacobs Guaranty, the Pledge and Security Agreement and the Collateral
Account Agreement are collectively referred to herein as the "CREDIT SUPPORT
DOCUMENTS".
Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Amendment and consents to
the amendment of the Credit Agreement effected pursuant to this Amendment. Each
Credit Support Party hereby confirms that each Credit Support Document to which
it is a party or otherwise bound and all Collateral encumbered thereby will
continue to guaranty or secure, as the case may be, to the fullest extent
possible the payment and performance of all "Obligations", "Guarantied
Obligations" and "Secured Obligations", as the case may be (in each case as such
terms are defined in the applicable Credit Support Document), including without
limitation the payment and performance of all such "Obligations", "Guarantied
Obligations" or "Secured Obligations", as the case may be, in respect of the
Obligations of Company now or hereafter existing under or in respect of the
Amended Agreement and the Notes defined therein.
Each Credit Support Party acknowledges and agrees that any of the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment. Each Credit Support Party represents and
warrants that all representations and warranties contained in the Amended
Agreement and the Credit Support Documents to which it is a party or otherwise
bound are true, correct and complete in all material respects on and as of the
First Amendment Effective Date to the same extent as though made on and as of
that date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete in
all material respects on and as of such earlier date.
Each Credit Support Party (other than Company) acknowledges and agrees that
(i) notwithstanding the conditions to effectiveness set forth in this Amendment,
such Credit Support Party is not required by the terms of the Credit Agreement
or any other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit Agreement,
this Amendment or any other Loan Document shall be deemed to require the consent
of such Credit Support Party to any future amendments to the Credit Agreement.
SECTION 4. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(i) On and after the First Amendment Effective Date, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein"
or words of like import referring to the Credit Agreement, and each
reference in the
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other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of Agent
or any Lender under, the Credit Agreement or any of the other Loan
Documents.
B. FEES AND EXPENSES. Company acknowledges that all costs, fees and
expenses as described in subsection 10.2 of the Credit Agreement incurred by
Agent and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Company.
C. HEADINGS. Section and subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment shall become effective upon the execution of a
counterpart hereof by Company, Lenders and each of the Credit Support Parties
and receipt by Company and Agent of written or telephonic notification of such
execution and authorization of delivery thereof (the "FIRST AMENDMENT EFFECTIVE
DATE").
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
REGENT COMMUNICATIONS, INC.
By: /s/
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Name:
Title:
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REGENT BROADCASTING OF SAN DIEGO,INC., REGENT
BROADCASTING OF DAYTON, INC., REGENT
BROADCASTING OF CHICO, INC., REGENT
BROADCASTING OF FLAGSTAFF, INC., REGENT
BROADCASTING OF KINGMAN, INC., REGENT
BROADCASTING OF LAKE TAHOE, INC., REGENT
BROADCASTING OF PALMDALE, INC., REGENT
BROADCASTING OF REDDING, INC., REGENT
BROADCASTING OF VICTORVILLE, INC.,, REGENT
ACQUISITION CORP., REGENT MERGER CORP., each a
Delaware corporation (for purposes of Section
3 only) as a Credit Support Party
By: /s/
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Name:
Title:
of each of the forgoing
REGENT LICENSEE OF SAN DIEGO, INC.,
REGENT LICENSEE OF DAYTON, INC.,
each a Delaware corporation
(for purposes of Section 3 only) as a
Credit Support Party
By: /s/
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Name:
Title:
of each of the forgoing
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TERRY S. JACOBS, an individual
(for purposes of Section 3 only) as a
Credit Support Party
/s/
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Terry S. Jacobs
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BANK OF MONTREAL, CHICAGO BRANCH,
individually and as Agent
By: /s/
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Name:
Title:
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GENERAL ELECTRIC CAPITAL CORPORATION,
individually and as Documentation Agent
By: /s/
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Name:
Title:
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BANK ONE, INDIANAPOLIS, NA,
By: /s/
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Name:
Title:
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