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EXHIBIT 4(t)
AMENDMENT TO
SECOND AMENDED AND RESTATED
STOCKHOLDERS' AGREEMENT
THIS AMENDMENT is made and entered into as of January 11, 1999 and
amends that certain Second Amended and Restated Stockholders' Agreement among
Regent Communications, Inc. and certain of its shareholders (the "Stockholders'
Agreement"). Capitalized terms used herein without definition shall have the
same meanings as set forth in the Stockholders' Agreement.
WITNESSETH:
WHEREAS, the Company intends to designate and issue shares of a new
series of convertible preferred stock entitled Series G Convertible Preferred
Stock (the "Series G Preferred Stock"), which is to have substantially the same
terms as the Series F Preferred Stock; and
WHEREAS, in conjunction with the issuance of the Series G Preferred
Stock, certain amendments to the Stockholders' Agreement are desired; and
WHEREAS, the Stockholders signing this Amendment hold more than fifty
percent (50%) of the Common Stock Beneficially Owned by all Stockholders,
thereby permitting the Company and Stockholders signing below to amend the
Stockholders' Agreement pursuant to Section 16 thereof;
NOW, THEREFORE, in consideration of the premises and the agreements
contained herein, it is hereby agreed as follows:
1. AMENDMENTS. The Stockholders' Agreement is amended as follows:
(a) The definition of "Eligible Put Shares" is expanded to
include the Series G Preferred Stock, and accordingly, subpart (v) of the
definition is changed to state "(v) any series of preferred stock first created
by the Board of Directors after the date hereof other than the Company's 10%
Series G Convertible Preferred Stock, $ .01 par value". . . .
(b) The definition of "Preferred Stock" is amended to state in
its entirety as follows:
"'Preferred Stock' means any or all of the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock, Series F Preferred Stock, or Series
G Preferred Stock."
(c) Section 12 is amended to add to the exclusions from the
applicability of the purchase right contained therein the issuance of Series F
Preferred Stock pursuant to the
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Series F Preferred Stock Purchase Agreement by adding in the second
parenthetical phrase in the first sentence the following "or (v) pursuant to the
Series F Preferred Stock Purchase Agreement". . . .
(d) There is added to the Stockholders' Agreement a Section 30
to state in its entirety as follows:
"30. Automatic Amendment to Series G Preferred Stock.
In the event any of the terms of the Series F Preferred Stock
(other than amendments which provide the holders of the Series
F Preferred Stock with increased or additional voting or
consent rights or board representation), as set forth in the
Amended and Restated Charter, are amended, the corresponding
terms of the Series G Preferred Stock shall be similarly
amended automatically and without the necessity of a vote of
the holders of the Series G Preferred Stock so as to keep the
terms of the two Series consistent, purchase and acceptance of
delivery of the Series G Preferred Stock being deemed consent
to any such automatic amendment."
2. REMAINDER OF AGREEMENT. Except as specifically amended hereby, the
terms, conditions and provisions of Stockholders' Agreement remain in full force
and effect.
3. 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.
IN WITNESS WHEREOF, the signatories below have caused this Amendment to
be executed and delivered as of the date first above written.
REGENT COMMUNICATIONS, INC. XXXXXX-XXXXXX MEDIA PARTNERS,
L.P.
By: /s/ By: Xxxxxx-Xxxxxx Media, L.L.C.,
its General Partner
Name: /s/
Title: /s/ By: /s/
Member
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/s/
XXXXX X. XXXXXX BLUE CHIP CAPITAL FUND II
LIMITED PARTNERSHIP
/s/ By: Blue Chip Venture Company, Ltd.,
XXXXXXX X. XXXXXXXX its General Partner
By: /s/
/s/ Name: /s/
XXXX X. XXXXXXX Title: /s/
MIAMI VALLEY VENTURE FUND, L.P.
By: Blue Chip Venture Company of
Dayton, Ltd., its Special
Limited Partner
By: /s/
Xxxx X. Xxxxx
Manager
