BANK OF AMERICA, N.A., as Administrative Agent 100 Federal Street Boston, MA 02110
Exhibit 99.1
BANK OF AMERICA, N.A.,
as Administrative Agent
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
as Administrative Agent
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
May 8, 2009
VIA FEDEX AND BY FACSIMILE AND E-MAIL
Regent Communications, Inc.
Regent Broadcasting, LLC
000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx
0xx Xxxxx
Xxxxxxxxx, XX 00000
Regent Broadcasting, LLC
000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx
0xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: | Xxxxxxx X. Xxxxxxxxxxxx, Executive Vice President and Chief Financial Officer |
Re: | Notice of Event of Default Reservation of Rights Senior Secured Credit Facilities |
Ladies and Gentlemen:
Reference is made to the Credit Agreement, dated as of November 21, 2006 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the “Credit
Agreement”), among: (a) Regent Broadcasting, LLC, a Delaware limited liability company
(hereinafter, together with its successors in title and assigns, called, the
“Borrower”); (b) Regent Communications, Inc., a Delaware corporation (hereinafter,
together with its successors in title and assigns, the “Parent Company”); (c) the
several financial institutions from time to time party to the Credit Agreement as lenders
thereunder (collectively, “Lenders”); and (d) Bank of America, N.A., as the
administrative agent for the Lenders and other Secured Parties (hereinafter, together with its
successors in title and assigns, called the “Administrative Agent”). All capitalized
terms used herein which are not defined herein, but which are defined in or by reference in the
Credit Agreement, shall have the same respective meanings herein as the meanings specified in
the Credit Agreement.
The principal purpose of this letter is to give you formal written notice of the
occurrence and continuation of certain Events of Default under the Credit Agreement and
expressly to reserve the rights and remedies of the Lenders and other Secured Parties under the
Loan Documents as a consequence of the occurrence and continuation of such Events of Default.
1. Background. The Principal Companies are required by the terms of Section
7.1(a) of the Credit
Agreement to deliver to the Administrative Agent, not later than ninety (90) days after the end
of the Fiscal Year ended December 31, 2008 (the “2008 Fiscal Year”), the audited
financial statements of the Parent Company and its consolidated Subsidiaries as at the end of
and for the 2008 Fiscal Year, such audited financial statements to be accompanied by the
opinion of the Independent Public Accountant, and such opinion to be issued without
Impermissible Qualification. The Administrative Agent has not received from the Principal
Companies, for the 2008 Fiscal Year, audited financial statements of the Parent Company and its
consolidated Subsidiaries that comply with the terms of Section 7.1(a) of the Credit
Agreement. As a consequence of the failure of the Principal Companies to deliver such audited
financial statements to the Administrative Agent by March 31, 2009 (i.e., not later than ninety
(90) days after the end of the 2008 Fiscal Year), a Default of the kind described in
Section 9.1.3 of the Credit
Regent Communications, Inc.
Regent Broadcasting, LLC
May 8, 2009
Page 2 of 2
Regent Broadcasting, LLC
May 8, 2009
Page 2 of 2
Agreement occurred on and as of April 1, 2009 (the “Initial Default”). On April 1,
2009, we, on behalf of the Lenders and other Secured Parties, gave the Parent Company and the
Borrower formal written notice of the occurrence and continuation of the Initial Default (the
“Initial Default Notice”) and that, if the Initial Default continued unremedied for
more than thirty (30) days after the Initial Default Notice was given to you, the Initial
Default would become and be an Event of Default under Section 9.1.3 of the Credit
Agreement. The Initial Default has not been waived or remedied and is continuing under the
Credit Agreement.
2. Specified Events of Default. For purposes of Section 9.1.3 of the
Credit Agreement, this letter is intended to be a written notice to the Parent Company and the
Borrower that, because the Initial Default has continued unremedied for more than thirty (30)
days after the Initial Default Notice was given to you, the Initial Default has become and is
an Event of Default under Section 9.1.3 of the Credit Agreement (the “Initial Event
of Default”). Additionally, as a result of the failure of an Authorized Officer of the
Parent Company or the Borrower to give prompt written notice to the Administrative Agent of the
Initial Default in accordance with Section 7.3(a) of the
Credit Agreement, an Event of
Default has occurred and is continuing under Section 9.1.2 of the Credit Agreement (the
“Notice Event of Default” and together with the Initial Event of Default, the
“Specified Events of Default”). You are advised that the Administrative Agent and the
Secured Parties require strict performance by the Credit Parties of all of their respective
obligations, agreements and covenants contained in the Credit Agreement and the other Loan
Documents, and no inaction or action regarding any such breach is intended to be or shall be a
waiver thereof.
3. Other Events of Default. The Initial Default and the Specified Events of
Default described herein are based upon the information available to the Administrative Agent
on the date hereof and shall not be deemed to preclude the existence of other Defaults or
Events of Default. The failure of the Administrative Agent to give notice to the Borrower of
any such other Defaults or Events of Default is not intended to be, nor shall be, a waiver
thereof. Furthermore, the Administrative Agent’s and the Secured Parties’ past, present or
future failure to exercise available rights and remedies notwithstanding the existence of a
Default or Event of Default are not intended to, and shall not (a) operate as a waiver of
rights and remedies available to the Administrative Agent or any Secured Party pursuant to the
Loan Documents or (b) indicate an agreement on the Administrative Agent’s or any Secured
Party’s part to forbear from exercising its rights and remedies, all of which are expressly
reserved.
4. Default Interest. The Administrative Agent, at the request of the Required
Lenders, hereby provides you notice that, from and after the date hereof and for so long as
any one or more Events of Default shall be continuing (a) the entire unpaid principal amount
of all of the Loans shall bear interest at a rate per annum equal to rate otherwise applicable
thereto plus two percent (2%) and (b) all other overdue amounts shall bear interest at a rate
per annum equal to the Base Rate plus the Applicable Margin for
Revolving Loans that are Base
Rate Loans plus two percent (2%), in each case, as more particularly described in the Credit
Agreement
5. No Waiver of Conditions Precedent; etc. The conditions precedent to the making
of any additional Credit Extensions are set forth in Section 5.3 of the Credit
Agreement. Under Section 5.3.1, none of the Lenders or the Issuing Lender is obligated
to honor any Borrowing Request or to make any further Credit Extensions so long as the Initial
Default or the Specified Events of Default shall be continuing. The conditions precedent in
Section 5.3.1 have not been waived, and no additional Credit Extensions will be made
under the Credit Agreement so long as any Default or Event of Default is continuing.
Additionally, in no event and under no circumstance shall any past or future discussions with
the Administrative Agent or any Secured Party, or any forbearance by the Administrative Agent
and the Secured Parties of the rights and remedies under the Loan Documents, serve to (a)
cause a modification of the Loan Documents, (b) establish a custom with respect to any of the
Loan Documents, (c) operate as a waiver of any existing or future Default or Event of Default
under the Loan Documents, (d) entitle the Borrower or any other
Credit Party to any notice or
demand whatsoever beyond those required by the Loan Documents, (e) in any way modify, change,
impair affect, diminish or release any of the Credit Parties’ obligations or liability under
the Loan Documents or any other liability you may have to the Administrative Agent or any
Secured Party or (f) waive, limit or condition the Administrative Agent’s or any Secured
Party’s rights and remedies under the Loan Documents, all of which rights and remedies are
expressly reserved.
Regent Communications, Inc.
Regent Broadcasting, LLC
May 8, 2009
Page 2 of 2
Regent Broadcasting, LLC
May 8, 2009
Page 2 of 2
6. Reservation of Rights. At the present time, other than as specifically set forth
in this letter, the
Administrative Agent, the Lenders and the other Secured Parties have elected not to pursue any
their remedies under the Credit Agreement, the other Loan Documents or Applicable Law.
Notwithstanding the foregoing, on behalf of the Lenders and other Secured Parties, we hereby
expressly reserve all of the continuing rights and remedies of the Secured Parties under the Loan
Documents and with respect to the Collateral and under Applicable Law as a result of the occurrence
and continuation of any Event of Default.
Should you have any questions regarding any of the foregoing, please contact us.
Very truly yours,
BANK OF AMERICA, N.A.,
as Administrative Agent
as Administrative Agent
By:
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/s/ Xxxxx X. Xxxxxxx
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Title: Senior Vice President |