Exhibit 10(b)
THIRD AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
This Third Amendment to Registration Rights Agreement (this "Third
Amendment") is dated effective as of August 28, 2001, by and among Regent
Communications, Inc. (the "Company") and the undersigned stockholders (the
"Stockholders").
WITNESSETH
WHEREAS, the Company and the Stockholders are parties to a certain
Registration Rights Agreement dated as of June 15, 1998, as amended (the
"Agreement"), under which the Stockholders have been granted certain
registration rights; and
WHEREAS, the terms of the Agreement restrict the granting of the right to
register company shares except by amendment of the Agreement; and
WHEREAS, the Company and the Stockholders feel that it is in the best
interests of the Company and its stockholders that Xxxxxx X. Xxxxxxx ("Xxxxxxx")
be granted certain rights to register Company shares being issued to Xxxxxxx
(the "Junior Registration Rights") in connection with the acquisition of certain
assets owned by Winston Communications, Inc. of Illinois, an Illinois
corporation and WFYR, Inc., an Illinois Corporation, both of which Xxxxxxx is
the sole shareholder; and
WHEREAS, the Company and the Stockholders are willing to cause the
Agreement to be amended in certain respects to allow such Junior Registration
Rights.
NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties agree as follows:
1. AMENDMENT TO SECTION 10(a) OF THE AGREEMENT. Notwithstanding anything to the
contrary stated in the Agreement including, but not limited to, Section 10(a)
thereof, Xxxxxxx shall be granted the Junior Registration Rights as set forth
more fully on the attached EXHIBIT A, which Junior Registration Rights shall
include only the right to participate in a primary registered offering of
Company shares initiated by the Company; PROVIDED, HOWEVER, that the Junior
Registration Rights cannot be exercised by Xxxxxxx in any particular primary
registered offering of Company shares until the Stockholders set forth in the
Agreement register all of the shares that they wish to register in such
offering.
2. COUNTERPARTS. This Third Amendment may be executed in counterparts, all of
which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that the parties need not sign the same
counterpart.
3. GOVERNING LAW. This Third Amendment shall be governed and construed in
accordance with the laws of the State of Delaware, without regard to any
applicable conflicts of law principles (except to the extent that mandatory
provisions of federal or state law apply).
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the undersigned Stockholders have caused this Third
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first above written.
REGENT COMMUNICATIONS, INC.
By: /s/Xxxxxxx X. Xxxxxxxxxxxx
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Its: Senior Vice- President and CFO
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/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
XXXXXX-XXXXXX MEDIA
PARTNERS, L.P.
By: /s/ Xxxxxxx X. Xxxxxx
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Its:
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GENERAL ELECTRIC CAPITAL
CORPORATION
By:
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Its:
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BLUE CHIP CAPITAL FUND II
LIMITED PARTNERSHIP
By: /s/ Xxxx X. Xxxxx
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Its:
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BLUE CHIP CAPITAL FUND III
LIMITED PARTNERSHIP
By: /s/ Xxxx X. Xxxxx
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Its:
-----------------------------------
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
WPG CORPORATE DEVELOPMENT
ASSOCIATES, V. L.P.
By: /s/
----
Its:
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WPG CORPORATE DEVELOPMENT
ASSOCIATES (OVERSEAS), V. L.P.
By: /s/
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Its:
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MIAMI VALLEY VENTURE FUND
L.P.
By: /s/ Xxxx X. Xxxxx
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Its:
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PNC BANK, N.A., AS TRUSTEE
By: /s/ Xxxx X. Xxxxx, for PNC Trust
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Its:
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THE ROMAN ARCH FUND L.P.
By:
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Its:
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THE ROMAN ARCH FUND II L.P.
By:
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Its:
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MESIROW CAPITAL PARTNERS VII
By: /s/
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Its: Sr. Managing Director
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PNC BANK, N.A., CUSTODIAN
By: /s/ Xxxx X. Xxxxx, for PNC Trust
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Its:
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THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/
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Its: V.P.
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EXHIBIT A
REGISTRATION RIGHTS AGREEMENT
