Attention: Anthony A. Vasconcellos, Executive Vice President and Chief Financial Officer Re: Notice of Default Reservation of Rights Senior Secured Credit Facilities
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
April 1, 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 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, called 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 of the words and expressions 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 a 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 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.
Regent Communications, Inc.
Regent Broadcasting, LLC
April 1, 2009
Page 2 of 2
Regent Broadcasting, LLC
April 1, 2009
Page 2 of 2
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 Agreement occurred on and as of April 1, 2009
(“Specified Default”). The Specified Default has not been waived or remedied and is
continuing under the Credit Agreement.
2. Event 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 of the
occurrence and continuation of the Specified Default. If the Specified Default continues
unremedied for more than thirty (30) days after this letter is given to you, then the Specified
Default will become and be an Event of Default under Section 9.1.3 of this Credit
Agreement.
3. 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 unless and until the Specified Default
is remedied in accordance with the terms of the Credit Agreement. 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 the Specified Default or any other Default is continuing.
4. Reservation of Rights. Finally, 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 | ||||
By: |
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Title: |