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EXHIBIT 4(w)
REGENT COMMUNICATIONS, INC.
FOURTH AMENDMENT, LIMITED CONSENT AND LIMITED WAIVER TO CREDIT
AGREEMENT, FIRST AMENDMENT TO SUBSIDIARY GUARANTY AND FIRST
AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
This FOURTH AMENDMENT, LIMITED CONSENT AND LIMITED WAIVER TO
CREDIT AGREEMENT, FIRST AMENDMENT TO SUBSIDIARY GUARANTY AND FIRST AMENDMENT TO
PLEDGE AND SECURITY AGREEMENT (this "Amendment") is dated as of October 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 the Subsidiaries 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 and that certain Third Amendment to
Credit Agreement dated as of August 14, 1998 (as so amended, the "CREDIT
AGREEMENT"), by and among Company, Lenders and Agent, that certain Subsidiary
Guaranty dated as of November 14, 1997 by and among each Subsidiary of Company
(the "SUBSIDIARY GUARANTY") and that certain Pledge and Security Agreement dated
as of November 14, 1997 by and among Company and each Subsidiary of Company (the
"PLEDGE AND SECURITY AGREEMENT"). 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 6.1(ii) of the Credit Agreement in the manner and
to the limited extent described herein;
WHEREAS, Company has requested that Lenders consent to the
changes in the corporate structure of and the stock/asset transfers among
certain of Company's Subsidiaries as set forth in Schedule A annexed hereto
(collectively the "REGROUPING TRANSACTIONS");
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WHEREAS, in connection with the Regrouping Transactions,
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. LIMITED CONSENT TO THE CREDIT AGREEMENT
Anything in the Credit Agreement to the contrary
notwithstanding, Lenders hereby consent to the Regrouping Transactions,
substantially as set forth in Schedule A annexed hereto.
SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
A. SUBSIDIARY NAME CHANGES: As a result of the Regrouping
Transactions, the following Credit Parties shall change their names as follows
and all references in the Credit Agreement and the other Loan Documents to such
Credit Parties shall thereafter be deemed to be references to their new names:
1. "The Park Lane Group" shall be changed to "Regent
Broadcasting West Coast, Inc.";
2. "Regent Merger Corp." shall be changed to " Regent
Broadcasting Midwest, Inc.";
3. "Faircom Flint Inc." shall be changed to "Regent
Broadcasting of Flint, Inc."; and
4. "Faircom Mansfield Inc." shall be changed to "Regent
Broadcasting of Mansfield, Inc.".
B. SUBSIDIARY MERGERS: As a result of the Regrouping
Transactions, the following mergers among Credit Parties shall take place:
1. Park Lane Regency Radio, Inc. into Regent Broadcasting West
Coast, Inc., with Regent Broadcasting West Coast, Inc. as the surviving
corporation;
2. Park Lane High Desert, Inc. into Regent Broadcasting West
Coast, Inc., with Regent Broadcasting West Coast, Inc. as the surviving
corporation;
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3. Regent Acquisition Corp., Inc. into Regent Broadcasting of
Redding, Inc., with Regent Broadcasting of Redding as the surviving
corporation;
4. Park Lane Redding Radio, Inc. into Regent Broadcasting of
Redding, Inc., with Regent Broadcasting of Redding, Inc. as the
surviving corporation;
5. Park Lane Chico, Inc. into Regent Broadcasting of Chico,
Inc., with Regent Broadcasting of Chico, Inc. as the surviving
corporation; and
6. Park Lane Northern Arizona, Inc. into Regent Broadcasting
of Flagstaff, Inc., with Regent Broadcasting of Flagstaff, Inc. as the
surviving corporation.
C. NEW CREDIT PARTIES. In connection with the Regrouping
Transactions, the following new corporations have been formed and will become
new Credit Parties ("NEW CREDIT PARTIES"), and all references to "Credit Party"
or "Credit Parties" in the Credit Agreement and the other Loan Documents shall
thereafter include the following:
1. Regent Licensee of Lake Tahoe, Inc., a Delaware
corporation;
2. Regent Licensee of Palmdale, Inc., a Delaware
corporation;
3. Regent Licensee of Redding, Inc., a Delaware
corporation;
4. Regent Licensee of Chico, Inc., a Delaware corporation;
5. Regent Licensee of Flagstaff, Inc., a Delaware
corporation;
6. Regent Licensee of Flint, Inc., a Delaware corporation;
and
7. Regent Licensee of Mansfield, Inc., a Delaware
corporation.
D. GUARANTIES AND SECURITY INTERESTS.
Each New Credit Party created pursuant to the Regrouping
Transactions hereby agrees to guaranty and secure the Obligations pursuant to
the Subsidiary Guaranty and the Pledge and Security Agreement; furthermore, all
Credit Parties hereby agree to take all such action as Agent may reasonably
request pursuant to the Credit Agreement and the other Loan Documents to effect
the foregoing changes and to insure that all Loans and Obligations continue to
be guaranteed and secured by all Credit Parties, including, without limitation,
the delivery of executed Counterparts to the
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Subsidiary Guaranty and the Pledge and Security Agreement making each New Credit
Party a party thereto, the delivery of certificates representing the shares of
capital stock pledged pursuant to the Security Documents, the filing of Uniform
Commercial Code financing statements as to the Collateral for all jurisdictions
necessary or desirable to perfect Agent's security interest in the Collateral
and delivery of all other evidence reasonably satisfactory to Agent that all
other filings, recordings and other actions Agent deems necessary or advisable
to establish, preserve and perfect the First Priority Liens granted to Agent on
behalf and for the ratable benefit of Lenders shall have been made.
Without limiting the foregoing, each Credit Party hereby
agrees to deliver the certificates set forth on Schedule B annexed hereto
evidencing the pledged stock of each New Credit Party.
E. AMENDMENTS TO SCHEDULES. Each Credit Party hereby agrees to
update each of the Schedules to the Credit Agreement and the Pledge and Security
Agreement to the extent necessary to reflect changes resulting from the
consummation of the Regrouping Transactions (the "AMENDED AND RESTATED
SCHEDULES") effective and dated as of the date upon which the Regrouping
Transactions are completed. Each Credit Party shall have delivered to Agent an
Officers' Certificate to which such Amended and Restated Schedules shall be
attached certifying that such Amended and Restated Schedules are true, correct
and accurate as of the date of the consummation of the Regrouping Transactions.
SECTION 3. LIMITED WAIVER TO THE CREDIT AGREEMENT
Lenders hereby waive compliance with the provisions of
subsection 6.1(ii) of the Credit Agreement requiring Company to deliver to Agent
on the date which is 45 days after the end of the Fiscal Quarter period ended
June 30, 1998 the financial information and related items set forth in such
subsection; provided such financial information and related items are delivered
no later than September 29, 1998.
SECTION 4. LIMITATION OF AMENDMENTS, WAIVERS AND CONSENTS
Without limiting the generality of the provisions of
subsection 10.6 of the Credit Agreement, the amendments, waivers and consents
set forth above shall be limited precisely as written and relate solely to the
matters expressly set forth in Sections 1, 2 and 3 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
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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 5. 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;
(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 6. 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
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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 7. 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.
(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
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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,
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/ Terry S. Jacobs
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Name: Terry S. Jacobs
Title: Chairman and CEO
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EXISTING CREDIT PARTIES
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 ACQUISITION CORP.,
REGENT MERGER CORP.,
FAIRCOM FLINT INC.,
FAIRCOM MANSFIELD INC.,
each a Delaware corporation
By: /s/ Terry S. Jacobs
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Name: Terry S. Jacobs
Title: Chairman and CEO
of each of the forgoing
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/ Terry S. Jacobs
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Name: Terry S. Jacobs
Title: Chairman and CEO
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.,
each a Delaware corporation
By: /s/ Terry S. Jacobs
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Name: Terry S. Jacobs
Title: Chairman and CEO
of each of the foregoing
NEW CREDIT PARTIES
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.,
each a Delaware corporation
By: /s/ Terry S. Jacobs
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Name: Terry S. Jacobs
Title: Chairman and CEO
of each of the foregoing
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BANK OF MONTREAL, CHICAGO BRANCH,
individually and as Agent
By: /s/ Karen Klapper
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Name: Karen Klapper
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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SCHEDULE A
DESCRIPTION OF REGROUPING TRANSACTIONS
[SEE ATTACHED]
Sch.A-1
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Schedule A
REGENT COMMUNICATIONS, INC.
PROPOSAL FOR REGROUPING STATIONS
BY MARKET
1. NAME CHANGES
(a) The Park Lane Group will change its name to Regent
Broadcasting West Coast, Inc.
(b) Regent Merger Corp. will change its name to Regent
Broadcasting Midwest, Inc.
(c) Faircom Flint Inc. will change its name to Regent
Broadcasting of Flint, Inc.
(d) Faircom Mansfield Inc. will change its name to Regent
Broadcasting of Mansfield, Inc.
2. KINGMAN MARKET
(a) Regent Communications, Inc. will drop the stock of Regent
Broadcasting of Kingman, Inc. down into Regent Broadcasting West Coast, Inc.
(fka The Park Lane Group), and Regent Broadcasting West Coast, Inc. (fka The
Park Lane Group) will drop the stock of Regent Broadcasting of Kingman, Inc.
down into Park Lane Regency Radio, Inc.
(b) The assets of KAAA and KZZZ (presently held in Park Lane
Regency Radio, Inc.) will be dropped down into Regent Broadcasting of Kingman,
Inc., and the FCC licenses will be dropped from there into Regent Licensee of
Kingman, Inc.
3. SOUTH LAKE TAHOE MARKET
(a) A new Delaware corporation (Regent Licensee of Lake Tahoe,
Inc.) will be formed as a wholly-owned subsidiary of Regent Broadcasting of Lake
Tahoe, Inc.
(b) Regent Communications, Inc. will drop the stock of Regent
Broadcasting of Lake Tahoe, Inc. down into Regent Broadcasting West Coast, Inc.
(fka The Park Lane Group), and Regent Broadcasting West Coast, Inc. (fka The
Park Lane Group) will drop the stock of Regent Broadcasting of Lake Tahoe, Inc.
down into Park Lane Regency Radio, Inc.
(c) The assets of the Tahoe stations (presently held by Park
Lane Regency Radio, Inc. and which are the subject of a pending sale) will be
dropped down into Regent Broadcasting of Lake Tahoe, Inc., and the FCC licenses
will be dropped down another level into Regent Licensee of Lake Tahoe, Inc.
pending the sale.
(d) Park Lane Regency Radio, Inc. will then merge with and
into Regent Broadcasting West Coast, Inc. (fka The Park Lane Group), with Regent
Broadcasting West Coast, Inc. (fka The Park Lane Group) to survive.
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4. VICTORVILLE MARKET
(a) Regent Communications, Inc. will drop the stock of Regent
Broadcasting of Victorville, Inc. down into Regent Broadcasting West Coast, Inc.
(fka The Park Lane Group), and Regent Broadcasting West Coast, Inc. (fka The
Park Lane Group) will drop the stock of Regent Broadcasting of Victorville, Inc.
down into Park Lane High Desert, Inc.
(b) The assets of KATJ and KROY (the Victorville stations
presently held in Park Lane High Desert, Inc.) will be dropped down into Regent
Broadcasting of Victorville, Inc., and the FCC licenses of KATJ and KROY will be
dropped from there into Regent Licensee of Victorville, Inc.
5. PALMDALE MARKET
(a) A new Delaware corporation (Regent Licensee of Palmdale,
Inc.) will be formed as a wholly-owned subsidiary of Regent Broadcasting of
Palmdale, Inc.
(b) Regent Communications, Inc. will drop the stock of Regent
Broadcasting of Palmdale, Inc. down into Regent Broadcasting West Coast, Inc.
(fka The Park Lane Group), and Regent Broadcasting West Coast, Inc. (fka The
Park Lane Group) will drop the stock of Regent Broadcasting of Palmdale, Inc.
down into Park Lane High Desert, Inc.
(c) The assets of the Palmdale stations (presently held by
Park Lane High Desert, Inc.) will be dropped down into Regent Broadcasting of
Palmdale, Inc., and the FCC licenses will be dropped down another level into
Regent Licensee of Palmdale, Inc.
(d) Park Lane High Desert, Inc. will then merge with and into
Regent Broadcasting West Coast, Inc. (fka The Park Lane Group), with Regent
Broadcasting West Coast, Inc. (fka The Park Lane Group) to survive.
6. REDDING MARKET
(a) A new Delaware corporation (Regent Licensee of Redding,
Inc.) will be formed as a wholly-owned subsidiary of Regent Broadcasting of
Redding, Inc.
(b) Regent Communications, Inc. will drop the stock of Regent
Broadcasting of Redding, Inc. down into Regent Broadcasting West Coast, Inc.
(fka The Park Lane Group)
(c) Regent Communications, Inc. will drop the stock of Regent
Acquisition Corp. down into Regent Broadcasting West Coast, Inc. (fka The Park
Lane Group).
(d) Regent Acquisition Corp. will be merged with and into
Regent Broadcasting of Redding, Inc., with Regent Broadcasting of Redding to
survive.
(e) Park Lane Redding Radio, Inc. will be merged with and into
Regent Broadcasting of Redding, Inc., with Regent Broadcasting of Redding, Inc.
to survive.
(f) The licenses of all six of the Redding stations will be
dropped down Regent Licensee of Redding, Inc. (the new subsidiary of Regent
Broadcasting of Redding, Inc.).
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7. CHICO MARKET
(a) A new Delaware corporation (Regent Licensee of Chico,
Inc.) will be formed as a wholly-owned subsidiary of Regent Broadcasting of
Chico, Inc.
(b) Regent Communications, Inc. will drop the stock of Regent
Broadcasting of Chico, Inc. down into Regent Broadcasting West Coast, Inc. (fka
The Park Lane Group)
(c) Park Lane Chico, Inc. will be merged with and into Regent
Broadcasting of Chico, Inc., with Regent Broadcasting of Chico, Inc. surviving.
(d) The FCC licenses of the Chico stations will be dropped
down into Regent Licensee of Chico, Inc.
8. FLAGSTAFF MARKET
(a) A new Delaware corporation (Regent Licensee of Flagstaff,
Inc.) will be formed as a wholly-owned subsidiary of Regent Broadcasting of
Flagstaff, Inc.
(b) Regent Communications, Inc. will drop the stock of Regent
Broadcasting of Flagstaff, Inc. down into Regent Broadcasting West Coast, Inc.
(fka The Park Lane Group).
(c) Park Lane Northern Arizona, Inc. will be merged with and
into Regent Broadcasting of Flagstaff, Inc., with Regent Broadcasting of
Flagstaff, Inc. surviving.
(d) The FCC licenses of the Flagstaff stations will be dropped
down into Regent Licensee of Flagstaff, Inc.
9. FLINT MARKET
(a) A new Delaware corporation (Regent Licensee of Flint,
Inc.) will be formed as a wholly-owned subsidiary of Regent Broadcasting of
Flint, Inc. (fka Faircom Flint Inc.)
10. MANSFIELD/SHELBY MARKET
(a) A new Delaware corporation (Regent Licensee of Mansfield,
Inc.) will be formed as a wholly-owned subsidiary of Regent Broadcasting of
Mansfield, Inc. (fka Faircom Mansfield Inc.)
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SCHEDULE B
Description of Pledged Stock of New Credit Parties
Stock Issuer Holder Class No. Par Value # of Shares
- ------------ ------ ----- --- --------- -----------
Regent Licensee Regent Broadcasting Common 1 $1.00 100
of Lake Tahoe, Inc. of Lake Tahoe, Inc.
Regent Licensee Regent Broadcasting of Common 1 $1.00 100
of Palmdale, Inc. Palmdale, Inc.
Regent Licensee Regent Broadcasting of Common 1 $1.00 100
of Redding, Inc. Redding, Inc.
Regent Licensee Regent Broadcasting of Common 1 $1.00 100
of Chico, Inc. Chico, Inc.
Regent Licensee Regent Broadcasting of Common 1 $1.00 100
of Flagstaff, Inc. Flagstaff, Inc.
Regent Licensee Regent Broadcasting of Common 1 $1.00 100
of Flint, Inc. Flint, Inc.
Regent Licensee Regent Broadcasting of Common 1 $1.00 100
of Mansfield, Inc. Mansfield, Inc.
Sch.B-1