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EXHIBIT 4(gg)
FIRST AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
This First Amendment to Registration Rights Agreement ("this
Amendment") is dated effective as of August 31, 1999, by and among Regent
Communications, Inc. (the "Company") and the undersigned stockholders (the
"Stockholders").
W I T N E S S E T H:
THAT, WHEREAS, the Company and the Stockholders are parties to a
certain Registration Rights Agreement dated as of June 15, 1998 (the
"Agreement") under which the Stockholders have been granted certain registration
rights; and
WHEREAS, on the effective date hereof, The Roman Arch Fund L.P. and The
Roman Arch Fund II L.P. (collectively, "The Roman Arch Funds") purchased shares
of the Company's Series H Convertible Preferred Stock; and
WHEREAS, it is in the best interests of the Company and the
Stockholders that The Roman Arch Funds purchase such shares; and
WHEREAS, as an inducement to The Roman Arch Funds to purchase such
shares, the Company and the Stockholders are willing to cause the Agreement to
be amended to add The Roman Arch Funds as parties to the Agreement.
NOW, THEREFORE, it is hereby agreed as follows:
1. AMENDMENT. The Agreement is hereby amended to add The Roman Arch
Funds as parties thereto.
2. AGREEMENT TO BE BOUND. The Roman Arch Fund L.P. and The Roman Arch
Fund II L.P., by their execution hereof, agree to be bound by all of the
provisions of the Agreement.
3. TERMS OF AGREEMENT UNAFFECTED. The terms, conditions and provisions
of the Agreement remain in full force and effect.
4. COUNTERPARTS. 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.
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IN WITNESS WHEREOF, the signatories below have caused this Amendment to
be executed and delivered effective as of the date first above written.
REGENT COMMUNICATIONS, INC. WALLER-SUTTON MEDIA PARTNERS,
L.P.
By: /s/ Terry S. Jacobs By: Waller-Sutton Media, L.L.C.,
------------------------------
Its: Chairman & CEO Its: /s/ William H. Ingram, Chairman
------------------------------ ---------------------------------------
/s/ Terry S. Jacobs
- -----------------------------------
TERRY S. JACOBS BLUE CHIP CAPITAL FUND II
LIMITED PARTNERSHIP
/s/ William L. Stakelin By: Blue Chip Venture Company, Ltd.,
- ----------------------------------- its General Partner
WILLIAM L. STAKELIN
By: /s/ John H. Wyant
Its: Manager
MIAMI VALLEY VENTURE FUND, L.P. PNC BANK, N.A., AS TRUSTEE
By: Blue Chip Venture Company of Dayton, By: /s/ Louis E. Valker
Ltd., its Special Limited Partner ----------------------------------------
Its: Vice President
By: /s/ John H. Wyant
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John H. Wyant, Manager
WPG CORPORATE DEVELOPMENT RIVER CITIES CAPITAL FUND LIMITED
ASSOCIATES V, L.L.C. PARTNERSHIP
By: /s/ Kenneth J. Hanau By: /s/ R. Glen Mayfield
------------------------------ ---------------------------------------
Its: Member Its: Vice President of Mayson, Inc., General
------------------------------ -----------------------------------------
Partner of River Cites Management Limited
-----------------------------------------
Partnership, General Partner of River
-----------------------------------------
Cities Capital Fund Limited Partnership
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WPG CORPORATE DEVELOPMENT
ASSOCIATES V (OVERSEAS), L.P. BMO FINANCIAL, INC.
By: /s/ Kenneth J. Hanau By: Yvonne Bos
--------------------------------- -----------------------------------------
Its: Member Its: Senior Vice President
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GENERAL ELECTRIC CAPITAL THE ROMAN ARCH FUND L.P.
CORPORATION
By: /s/ Robert Willard
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By: /s/ Kenneth M. Gacevich
------------------------ Its: Executive Vice President
--------------------------------------
Its: Duly Authorized Signatory
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THE ROMAN ARCH FUND II L.P.
/s/ William H. Ingram By: /s/ Robert Willard
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WILLIAM H. INGRAM
Its: Executive Vice President
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/s/ Thomas P. Gammon
- ----------------------------------
THOMAS P. GAMMON
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