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EXHIBIT 4(x)
REGENT COMMUNICATIONS, INC.
FIFTH AMENDMENT TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is
dated as of November 23, 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, that certain Second
Amendment and Limited Waiver to Credit Agreement dated as of June 10, 1998, that
certain Third Amendment to Credit Agreement dated as of August 14, 1998 and that
certain Fourth Amendment, Limited Consent and Limited Waiver to Credit
Agreement, First Amendment to Subsidiary Guaranty and First Amendment to Pledge
and Security Agreement dated as of October 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 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 4.3: CONDITIONS TO PERMITTED ACQUISITIONS.
Subsection 4.3H of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"H. ACQUISITION FCC CONSENT. The Acquisition FCC
Consent with respect to the Acquired Stations shall have been
obtained and (i) shall not have been reversed, stayed,
enjoined, annulled or suspended; (ii) the time for filing a
request for administrative or judicial relief shall have
expired without any such
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filing having been made, and without the FCC having instituted
administrative review thereof sua sponte; and (iii) no threat
of administrative review thereof sua sponte shall be pending."
B. AMENDMENTS TO SECTION 6.1: FINANCIAL STATEMENTS AND OTHER REPORTS.
Subsection 6.1(i) of the Credit Agreement is hereby amended
and restated in its entirety as follows:
"(i) Monthly Financials: as soon as available and in any event
within 30 days after the end of each month (other than those months
which are Fiscal Quarter or Fiscal Year ends) commencing with the month
ending October 31, 1998, copies of the monthly sales reports and cash
flows for such month for each designated market area in which Company
maintains Stations as furnished to Company by such Stations."
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 the Credit Agreement in any other instance or 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
existing 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 amendments 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 "Guaranteed 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 "Guaranteed 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.
(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.
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(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 AMENDMENT.
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,
Requisite 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.
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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/ Anthony A. Vasconcellos
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Name: Anthony A. Vasconcellos
Title: Vice President and CFO
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CREDIT SUPPORT PARTIES
(for the purposes of Section 4 only)
REGENT BROADCASTING OF LEXINGTON, INC.,
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
BROADCASTING OF SOUTH CAROLINA, INC.,
REGENT BROADCASTING MIDWEST, INC.
(formerly known as Regent Merger Corp.),
REGENT BROADCASTING OF FLINT, INC.
(formerly known as Faircom Flint Inc.),
REGENT BROADCASTING OF MANSFIELD, INC.
(formerly known as Faircom Mansfield Inc.),
each a Delaware corporation
By: /s/ Anthony A. Vasconcellos
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Name: Anthony A. Vasconcellos
Title: Vice President and CFO
of each of the forgoing
REGENT BROADCASTING WEST COAST, INC.
(formerly known as The Park Lane Group),
PARK LANE CHICO, INC.,
PARK LANE HIGH DESERT, INC.,
PARK LANE NORTHERN ARIZONA, INC.,
PARK LANE REGENCY RADIO, INC.,
PARK LANE REDDING RADIO, INC.,
each a California corporation
By: /s/ Anthony A. Vasconcellos
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Name: Anthony A. Vasconcellos
Title: Vice President and CFO
of each of the forgoing
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REGENT LICENSEE OF SAN DIEGO, INC.,
REGENT LICENSEE OF DAYTON, INC.,
REGENT LICENSEE OF KINGMAN, INC,
REGENT LICENSEE OF VICTORVILLE, INC.,
REGENT LICENSEE OF LEXINGTON, INC.,
REGENT LICENSEE OF LAKE TAHOE, INC.,
REGENT LICENSEE OF PALMDALE, INC.,
REGENT LICENSEE OF REDDING, INC.,
REGENT LICENSEE OF CHICO, INC.,
REGENT LICENSEE OF FLAGSTAFF, INC.,
REGENT LICENSEE OF FLINT, INC.,
REGENT LICENSEE OF MANSFIELD, INC.,
REGENT LICENSEE OF SOUTH CAROLINA, INC.,
each a Delaware corporation
By: /s/ Anthony A. Vasconcellos
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Name: Anthony A. Vasconcellos
Title: Vice President and CFO
of each of the foregoing
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BANK OF MONTREAL, CHICAGO BRANCH,
individually and as Agent
By: /s/ Ola Anderssen
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Name: Ola Anderssen
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/ John W. Eyler
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Name: John W. Eyler
Title: Senior Vice President
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