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Exhibit 4(x)
REGENT COMMUNICATIONS, INC.
SECOND AMENDMENT AND LIMITED WAIVER
TO CREDIT AGREEMENT
This SECOND AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this
"AMENDMENT") is dated as of June 10, 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 5 hereof, the Credit Support Parties (as defined in Section 5 hereof)
listed on the signature pages hereof, and is made with reference to that certain
Credit Agreement dated as of November 14, 1997, as amended by that certain First
Amendment to Credit Agreement dated as of February 16, 1998 (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 waive compliance with the provisions
of subsection 4.3H of the Credit Agreement and 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
(i) Subsection 1.1 is hereby amended by restating the definition of
"Adjusted Consolidated Operating Cash Flow" in its entirety as follows:
""ADJUSTED CONSOLIDATED OPERATING CASH FLOW" means Consolidated Operating
Cash Flow; provided that (A) for any relevant period through September 30,
1998, to the extent that the operating cash flow on a trailing 12 month
basis relating to the Flagstaff and Kingman Stations (on a combined basis
in accordance with GAAP) included in the calculation of Consolidated
Operating Cash Flow for any such period is negative, such negative combined
operating cash flow for such period shall be deemed to be zero for purposes
of calculating Adjusted Consolidated Operating Cash Flow hereunder
(provided, however, that no more than $300,000 in the aggregate of negative
combined operating cash flow for all such Stations may be excluded in any
such period) and (B) for any relevant period during the first consecutive
twelve months following the pre-Closing Date programming format change for
Station KIXA(FM), licensed to Lucerne Valley, California, implemented on
March 15, 1998, and Station KNRO(AM), licensed to Redding, California,
implemented on December 1, 1997, to the extent the operating cash flow on a
trailing 12- month basis for any such Station (on a stand-alone basis)
included in Consolidated Operating Cash Flow for any such period is
negative, such negative combined operating cash flow for such period shall
be deemed to be zero for purposes of calculating Adjusted
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Consolidated Operating Cash Flow hereunder (provided, however that the
aggregate amount of negative operating cash flow that may be so excluded
pursuant to the immediately preceding proviso shall not exceed $140,000 for
KIXA(FM) and $92,000 for KNRO(AM))."
(ii) Subsection 1.1 is hereby further amended by adding the following
proviso to the end of the definition of "Consolidated Operating Cash Flow":
"; provided that for any period in which any Credit Party has acquired, or
disposed of, a Station, Consolidated Operating Cash Flow shall be
calculated on a pro forma basis as if such acquisition or disposition had
occurred on the first date of such period and shall be adjusted to give
effect to any cost savings arising from the consolidation or automation of
operations or elimination of redundancies resulting from such transaction,
all of the foregoing pro forma calculations and adjustments to be
satisfactory to Agent in the case of aggregate adjustments not exceeding
$100,000 and satisfactory to Requisite Lenders in the case of aggregate
adjustments in excess of such amount; provided further that the foregoing
adjustments resulting from Permitted Acquisitions occurring on the Closing
Date shall not exceed $1,475,000."
SECTION 2. WAIVER
Lenders hereby waive compliance with the provisions of subsection 4.3H of
the Credit Agreement requiring that the Acquisition FCC Consent with respect to
radio stations KNNN(FM), KRDG(FM), KRRX(FM) and KNRO(AM) (collectively, the
"ALTA STATIONS") shall have become a Final Order on or before the Permitted
Acquisition Closing Date with respect to the Alta Stations; provided that if the
FCC takes action to prevent such Acquisition FCC Consent from becoming a Final
Order, or if such Acquisition FCC Consent shall not be a Final Order, for any
reason, as of July 10, 1998, then, in either event, an Event of Default shall be
deemed to have occurred.
SECTION 3. LIMITATION OF AMENDMENT AND WAIVER
Without limiting the generality of the provisions of subsection 10.6 of the
Credit Agreement, the amendment and waiver set forth above shall be limited
precisely as written and relate solely to the matters expressly set forth in
Sections 1 and 2 hereof, in the manner and to the extent described above, and
nothing in this Amendment shall be deemed to:
(a) constitute a waiver of compliance by Company with respect to any
other term, provision or condition of the Credit Agreement or any other
instrument or agreement referred to therein; or
(b) prejudice any right or remedy that Agent or any Lender may now
have (except to the extent such right or remedy was based upon
noncompliance or defaults that will not exist after giving effect to this
Amendment) or may have in the future under or in connection with the Credit
Agreement or any other instrument or agreement referred to therein.
Except as expressly set forth herein, the terms, provisions and conditions
of the Credit Agreement and the other Loan Documents shall remain in full force
and effect and in all other respects are hereby ratified and confirmed.
SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment, Company hereby
represents and warrants that after giving effect to this Amendment:
(a) there exists no Event of Default or Potential Event of Default
under the Credit Agreement;
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(b) all representations and warranties contained in the Credit
Agreement and the other Loan Documents are true, correct and complete in
all material respects on and as of the date hereof 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; and
(c) Company has performed all agreements to be performed on its part
as set forth in the Credit Agreement.
SECTION 5. ACKNOWLEDGEMENT AND CONSENT
Each of the Company, the Subsidiaries, and Terry S. Jacobs (each
individually a "Credit Support Party" and collectively, the "CREDIT SUPPORT
PARTIES") 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. The Pledge and Security
Agreement, the Collateral Account Agreement, the Subsidiary Guaranty and the
Jacobs Guaranty are collectively referred to herein as the "CREDIT SUPPORT
DOCUMENTS". 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 "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 "Guarantied Obligations" and "Secured
Obligations", as the case may be, in respect of the Obligations of Company now
or hereafter existing under or in respect of the Credit Agreement and the Notes.
SECTION 6. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(i) On and after the Second 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 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.
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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 "SECOND 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:
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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 5 only) as a Credit Support Party
By:
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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 5 only) as a
Credit Support Party
By:
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Name:
Title:
of each of the foregoing
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TERRY S. JACOBS, an individual
(for purposes of Section 5 only) as a
Credit Support Party
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Terry S. Jacobs
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BANK OF MONTREAL, CHICAGO BRANCH,
individually and as Agent
By:
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Name:
Title:
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GENERAL ELECTRIC CAPITAL CORPORATION,
individually and as Documentation Agent
By:
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Name:
Title:
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BANK ONE, INDIANAPOLIS, NA,
By:
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Name:
Title:
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