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Exhibit 4(y)
REGENT COMMUNICATIONS, INC.
THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
dated as of August 14, 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 4 hereof,
the Credit Support Parties (as defined in Section 4 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 and that Second
Amendment and Limited Waiver to Credit Agreement dated as of June 10, 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 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. Rate of Interest. Subsection 2.2A is hereby amended by deleting the
table set forth therein in its entirety and substituting the following therefor:
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======================================================== =====================================
APPLICABLE MARGIN
-----------------
CONSOLIDATED BASE LIBOR
TOTAL DEBT RATIO RATE LOAN RATE LOAN
======================================================== ================== ==================
Greater than or equal to 6.00:1.00 1.50% 2.75%
- -------------------------------------------------------- ------------------ ------------------
Greater than or equal to 5.50:1.0 but less than
6.00:1.00 1.25% 2.50%
- -------------------------------------------------------- ------------------ ------------------
Greater than or equal to 5.00:1.0 but less than
5.50:1.00: 1.00% 2.25%
- -------------------------------------------------------- ------------------ ------------------
Greater than or equal to 4.50:1.00 but less than
5.00:1.00 0.75% 2.00%
- -------------------------------------------------------- ------------------ ------------------
Greater than or equal to 4.00:1.00 but less than
4.50:1.00 0.50% 1.75%
- -------------------------------------------------------- ------------------ ------------------
Greater than or equal to 3.50:1.00 but less than
4.00:1.00 0.25% 1.50%
- -------------------------------------------------------- ------------------ ------------------
Less than 3.50:1.00: 0.00% 1.25%
======================================================== ================== ==================
B. MAXIMUM CONSOLIDATED TOTAL DEBT RATIO. Subsection 7.6C is hereby
amended by deleting the table set forth therein in its entirety and substituting
the following therefor:
=========================================================== ============================
MAXIMUM
FISCAL YEAR LEVERAGE RATIO
=========================================================== ============================
Closing Date - March 31, 1999 6.50:1.00
- ----------------------------------------------------------- ----------------------------
April 1, 1999 - June 30, 1999 6.00:1.00
- ----------------------------------------------------------- ----------------------------
July 1, 1999 - September 30, 1999 5.75:1.00
- ----------------------------------------------------------- ----------------------------
October 1, 1999 - December 31, 1999 5.50:1.00
- ----------------------------------------------------------- ----------------------------
January 1, 2000 - March 31, 2000 5.25:1.00
- ----------------------------------------------------------- ----------------------------
April 1, 2000 - June 30, 2000 5.00:1.00
- ----------------------------------------------------------- ----------------------------
July 1, 2000 - September 30, 2000 4.75:1.00
- ----------------------------------------------------------- ----------------------------
October 1, 2000 - December 31, 2000 4.50:1.00
- ----------------------------------------------------------- ----------------------------
January 1, 2001 - March 31, 2001 4.00:1.00
- ----------------------------------------------------------- ----------------------------
April 1, 2001 and thereafter 3.50:1.00
=========================================================== ============================
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C. ASSET SALES. A new subsection 7.7(vi) is hereby added to the Credit
Agreement as follows:
"(vi) As long as no Event of Default or Potential Event of Default has
occurred and is continuing, or would result therefrom, Company and its
Subsidiaries may consummate a sale of the Lake Tahoe Stations and the
assets related thereto to a non-Affiliate for a cash purchase price of
not less than $1,500,000 (subject to customary closing adjustments);
provided that, anything in subsection 2.4B(iii)(a) to the contrary
notwithstanding, the Net Cash Proceeds of such Asset Sale shall be
applied by Company upon receipt to repay outstanding Revolving Loans
but the Revolving Loan Commitments shall not be reduced by such
prepayment."
SECTION 2. LIMITATION OF AMENDMENTS
Without limiting the generality of the provisions of
subsection 10.6 of the Credit Agreement, the amendments set forth above shall be
limited precisely as written and relate solely to the matters expressly set
forth in Section 1 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 3. 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 4. ACKNOWLEDGEMENT AND CONSENT
Each of the Company and the Subsidiaries (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 and the Subsidiary 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 5. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(i) On and after the effectiveness of this Amendment, 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.
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(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; EFFECTIVE DATE OF AMENDMENTS. 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. Upon the effectiveness of this Amendment, the modifications to the
Credit Agreement set forth herein shall be deemed to be in effect for all
purposes under the Credit Agreement and the other Loan Documents as of June 30,
1998 and thereafter.
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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/ Matthew A. Yeoman
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Name: Matthew A. Yeoman
Title: Vice President - Finance
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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 4 only) as a Credit Support Party
By: /s/ Matthew A. Yeoman
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Name: Matthew A. Yeoman
Title: Vice President - Finance
of each of the foregoing
REGENT LICENSEE OF SAN DIEGO, INC.,
REGENT LICENSEE OF DAYTON, INC.,
each a Delaware corporation
(for purposes of Section 4 only) as a Credit Support Party
By: /s/ Matthew A. Yeoman
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Name: Matthew A. Yeoman
Title: Vice President - Finance
of each of the foregoing
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BANK OF MONTREAL, CHICAGO BRANCH,
individually and as Agent
By: /s/ Allegra Griffiths
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Name: Allegra Griffiths
Title: Director
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GENERAL ELECTRIC CAPITAL CORPORATION,
individually and as Documentation Agent
By: /s/ Thomas P. Waters
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Name: Thomas P. Waters
Title: Senior Vice President
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BANK ONE, INDIANAPOLIS, NA,
By: /s/ Dale C. Arfman
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Name: Dale C. Arfman
Title: Vice President
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