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Exhibit 4(cc)
EXECUTION
REGENT COMMUNICATIONS, INC.
SEVENTH AMENDMENT TO CREDIT AGREEMENT
This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT")
is dated as of June 30, 1999 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 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, 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, 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, that certain Fifth Amendment to Credit Agreement dated
as of November 23, 1998 and that certain Sixth Amendment and Limited Consent to
Credit Agreement dated as of February 24, 1999 (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 allow Company and its Subsidiaries until September 30, 1999 to
consummate certain asset sales and repay the Loans with the proceeds thereof 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
1.1 AMENDMENTS TO SECTION 6: AFFIRMATIVE COVENANTS
Subsection 6.13 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"6.13 SALE OF CERTAIN STATIONS.
On or before June 30, 1999 (or July 15, 1999 with respect to
the Lake Tahoe Stations only), Company and its Subsidiaries
shall have entered into definitive sale agreements and made
the appropriate filings with the FCC for the sale, for fair
market value Cash consideration, of the Flagstaff Stations,
the Kingman Stations, the Lake Tahoe Stations or any other
Station or combination of Stations
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the sale of which is reasonably expected to result in
aggregate Net Cash Proceeds sufficient (after application of
such proceeds in accordance with this Agreement) to achieve a
Leverage Ratio of no more than 6.75:1.00 (calculated on a pro
forma basis to give effect to such sales). Such sales shall be
consummated and the Net Cash Proceeds in respect thereof shall
be applied to repay the Loans and reduce the Commitments as
soon as practicable but, in any event, no later than September
30, 1999."
1.2 AMENDMENTS TO SECTION 7: NEGATIVE COVENANTS
Subsection 7.6 of the Credit Agreement is hereby amended by
amending and restating subsection 7.6D(iii) in its entirety as follows:
" (iii) Sale of Assets. For purposes of calculating the
Consolidated Total Debt Ratio only for any relevant period
through September 30, 1999, with respect to Stations which are
subject to pending Asset Sales in accordance with subsection
6.13, Company and its Subsidiaries may calculate Consolidated
Total Debt and Consolidated Operating Cash Flow on a pro forma
basis as if such sales had been consummated and the Net Cash
Proceeds which Company in good faith reasonably expects to
result from the consummation of such Asset Sales (as certified
by Company to Lenders pursuant to an Officers' Certificate no
later than June 30, 1999, or July 15, 1999 with respect to the
Lake Tahoe Stations only) had been applied to repay Loans as
required hereunder, in each case as of the first date of such
period."
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 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 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.
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SECTION 3. REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, each Credit Party
represents and warrants to each Lender that the following statements are true,
correct and complete:
A. 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 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.
B. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.
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 "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. RELEASE
Each Credit Party, hereby knowingly, voluntarily,
intentionally and irrevocably releases and discharges Agent, each Lender and
each of their respective officers, directors, agents and counsel (each a
"RELEASEE") from any and all actions, causes of action, suits , sums of money,
controversies, variances, trespasses, damages, judgements, extents, executions,
losses, liabilities, costs, expenses, debts, dues, demands, obligations or other
claims of any kind whatsoever, known or unknown, in law, admiralty or equity,
which such Credit Party ever had, now have or hereafter can, shall or may have
against any Releasee for, upon or by reason of any matter, cause or thing
whatsoever from the beginning of the world to and including the date hereof.
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SECTION 6. 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.
(iv) All grammatical and technical corrections required in the
Credit Agreement and the other Loan Documents in order to effect the
substance of the amendments set forth herein shall be deemed made upon
the effectiveness of this Amendment.
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
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physically attached to the same document. This Amendment shall become effective
upon the execution of a counterpart hereof by Company, each Credit Support Party
and Requisite Lenders and receipt by Agent of written or telephonic notification
of such execution and authorization of delivery thereof (the "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/ Anthony A. Vasconcellos
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Name: Anthony A. Vasconcellos
Title: Vice President and Chief Financial Officer
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CREDIT SUPPORT PARTIES
REGENT BROADCASTING OF LEXINGTON, INC.,
REGENT BROADCASTING OF SAN DIEGO,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., REGENT
BROADCASTING OF FLINT, INC., REGENT
BROADCASTING OF MANSFIELD, INC., REGENT
BROADCASTING OF ST. CLOUD, INC.,
each a Delaware corporation
By: /s/ Anthony A. Vasconcellos
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Name: Anthony A. Vasconcellos
Title: Vice President and Chief Financial Officer
of each of the forgoing
REGENT BROADCASTING WEST COAST, INC.,
a California corporation
By: /s/ Anthony A. Vasconcellos
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Name: Anthony A. Vasconcellos
Title: Vice President and Chief Financial Officer
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REGENT LICENSEE OF SAN DIEGO, 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., REGENT LICENSEE OF ST.
CLOUD, INC.,
each a Delaware corporation
By: /s/ Anthony A. Vasconcellos
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Name: Anthony A. Vasconcellos
Title: Vice President and Chief Financial Officer
of each of the foregoing
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BANK OF MONTREAL, CHICAGO BRANCH,
individually and as Agent
By: /s/ Christopher T. Young
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Name: Christopher T. Young
Title: Director
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GENERAL ELECTRIC CAPITAL CORPORATION,
individually and as Documentation Agent
By: /s/ Kenneth M. Gacevich
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Name: Kenneth M. Gacevich
Title: Duly Authorized Signatory
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BANK ONE, INDIANA, NATIONAL ASSOCIATION
By: (signature not required)
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Name:
Title:
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