AMENDMENT UNDER CREDIT AGREEMENT
EXHIBIT 4(a)
AMENDMENT UNDER CREDIT AGREEMENT
AMENDMENT AGREEMENT, dated as of July 12, 2005 (“this Amendment”), to the Credit
Agreement, dated as of June 30, 2003 (“Credit Agreement”), by and among Regent
Broadcasting, LLC, formerly known as Regent Broadcasting, Inc. (“Borrower”), Regent
Communications, Inc. (“Parent Company”), the several financial institutions from time to
time party to the Credit Agreement as lenders thereunder (collectively, “Lenders”), Bank of
America, N.A. (successor by merger to Fleet National Bank), as the administrative agent for the
Lenders (“Administrative Agent”), US Bank, National Association, as the syndication agent
for the Lenders (“Syndication Agent”), Wachovia Bank, National Association, and Suntrust
Bank., as co-documentation agents for the Lenders (“Documentation Agents”). Capitalized
terms used in this Amendment and not otherwise defined herein have the meanings assigned to such
terms in the Credit Agreement.
The Principal Companies have requested the Lenders to amend certain provisions of the Credit
Agreement, and the Lenders have agreed to the amendments so requested, all upon the terms and
subject to the conditions contained in this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements, promises and covenants contained
herein, the parties hereto hereby agree as follows:
SECTION 1. Amendments. Effective on and as of July 26, 2005, but subject to the
satisfaction of the condition precedent contained in Section 2 of this Amendment, the
Credit Agreement is hereby amended as follows:
(a) The defined term “Applicable Margin” in Section 1.1 of the Credit
Agreement is amended and restated in its entirety to read as follows:
“Applicable Margin” means, with respect to any of the Loans, a percentage, per
annum, determined by reference to the Consolidated Leverage Ratio in effect from time to
time, all as set forth in the Pricing Grid below:
| PRICING GRID | ||||||||
| Consolidated | ||||||||
| Leverage | Base Rate | Eurodollar | ||||||
| Ratio | Loans | Loans | ||||||
³ 6.00: 1.00
|
0.500 | % | 1.500 | % | ||||
< 6.00: 1.00 |
||||||||
³ 5.00: 1.00
|
0.250 | % | 1.250 | % | ||||
< 5.00: 1.00 |
||||||||
³4.00: 1.00
|
0.000 | % | 1.000 | % | ||||
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| PRICING GRID | ||||||||
| Consolidated | ||||||||
| Leverage | Base Rate | Eurodollar | ||||||
| Ratio | Loans | Loans | ||||||
< 4.00: 1.00 |
||||||||
³ 3.00: 1.00
|
0.000 | % | 0.875 | % | ||||
< 3.00: 1.00
|
0.000 | % | 0.750 | % | ||||
The “Applicable Margin” shall be determined by reference to the Consolidated
Leverage Ratio set forth in the most recent Compliance Certificate delivered pursuant to
Section 7.2(a). No change in the Applicable Margin with respect to any of the
Loans shall be effective until three (3) Business Days after the date on which the
Administrative Agent shall have received the applicable financial statements and a
Compliance Certificate pursuant to Section 7.2(a) calculating such new Consolidated
Leverage Ratio. Promptly following receipt of the applicable information as and when
required under Section 7.2(a), the Administrative Agent shall give each Lender
facsimile or telephonic notice (confirmed in writing) of the Applicable Margin in effect
from such date.
(b) The defined term “Permitted Acquisition Conditions” in Section 1.1 of the
Credit Agreement is amended and restated in its entirety as follows:
“Permitted Acquisition Conditions” means, collectively, in relation to any
particular Acquisition:
(a) Each of the following conditions shall constitute “Permitted Acquisition
Conditions” applicable to such Acquisition:
(i) both immediately before and immediately after giving effect to such Acquisition,
no Default shall be continuing or shall result therefrom;
(ii) the Principal Companies, Subsidiaries of the Principal Companies and/or the
entities to be acquired, as appropriate, shall have furnished to the Administrative Agent,
within five (5) Business Days after the consummation of such Acquisition, (A) such
Instruments and other documents as shall be required pursuant to Section 7.12, or
(B) commitments, reasonably satisfactory in form and substance to the Agent, to deliver to
the Agent promptly after the completion of such Acquisition, such Instruments and other
documents as shall be required pursuant to Section 7.12;
(iii) all transactions relating to such Acquisition shall be completed in accordance
with Applicable Laws; and
(iv) the Consolidated Adjusted EBITDA of the Parent Company and its Subsidiaries as of
the then most recent Covenant Determination Date derived from all Lines of Business other
than the operation of Radio Stations, all as determined on a Pro Forma Basis after giving
effect to such Acquisition, shall not exceed ten percent (10%) of the Consolidated Adjusted
EBITDA of the Parent Company and its Subsidiaries as of the then most recent Covenant
Determination Date derived from all Lines of Business (including the operation of Radio
Stations), all as determined on a Pro Forma Basis after giving effect to such Acquisition.
(b) If the Amount (as defined in the last paragraph of this definition) of any such
Acquisition shall exceed $10,000,000, then each of the following conditions (in
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addition to, and not in lieu of, the conditions set forth in paragraph (a))
shall also constitute “Permitted Acquisition Conditions” applicable to such
Acquisition:
(i) the Principal Companies shall have furnished to the Administrative Agent true and
complete copies of the Acquisition Documentation for such Acquisition and all material
related documentation as soon as practicable prior to the consummation of such Acquisition;
(ii) the Administrative Agent shall have received evidence, reasonably satisfactory in
form and substance to the Agent, that all material consents and approvals required to be
obtained from any Governmental Authorities in connection with such Acquisition (including
initial consents required to be obtained from the FCC with respect to the transfer of Main
Station Licenses) shall have been obtained;
(iii) after giving effect on a Pro Forma Basis to such Acquisition, the Principal
Companies shall not be in violation of any of the financial covenants contained in
Section 8.4 as of the then most recent Covenant Determination Date; and
(iv) the Principal Companies shall have delivered to the Administrative Agent a
Compliance Certificate duly executed by an Authorized Officer of each Principal Company,
which certificate shall contain (A) financial information reasonably satisfactory to the
Administrative Agent, showing that after giving effect on a Pro Forma Basis to such
Acquisition, the Principal Companies shall not be in violation of any of the financial
covenants contained in Section 8.4 as of the Covenant Determination Date most
recent to the date of such Compliance Certificate, (B) a statement that no Default is then
continuing or will be continuing immediately after giving effect to such Acquisition, and
(C) reasonably detailed information relating to all of the Consolidated Investment Capital
Expenditures made in connection with, or otherwise budgeted to be made within 365 days
after the completion of, such Acquisition.
The term “Amount” shall have the meaning specified in Section 1.1, but
as used in paragraph (b) of this definition with respect to any particular
Acquisition, shall not in any event include any consideration paid in respect of
such Acquisition in the form of Permitted Equity Interests of the Parent Company.
(c) Paragraph (a) of Section 8.4 of the Credit Agreement is amended and
restated to read in its entirety as follows:
(a) Maximum Leverage Ratio. Permit the Consolidated Leverage Ratio as of the
last day of any Fiscal Quarter ending during or on the last day of any period identified
below to exceed the ratio set forth opposite such period below:
| Period | Ratio | |
07/15/05 through 07/31/06
|
6.25:1.00 | |
08/01/06 through 12/31/06
|
6.00:1.00 | |
01/01/07 through 06/30/07
|
5.75:1.00 | |
07/01/07 through 09/30/07
|
5.50:1.00 |
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| Period | Ratio | |
10/01/07 through 12/31/07
|
5.25:1.00 | |
01/01/08 through 06/30/08
|
5.00:1.00 | |
07/01/08 through 12/31/08
|
4.75:1.00 | |
01/01/09 through 06/30/09
|
4.50:1.00 | |
07/01/09 and thereafter
|
4.25:1.00 |
(d) Paragraph (d) of Section 8.7 of the Credit Agreement is amended and
restated to read in its entirety as follows:
(d) cash payments by the Parent Company on account of the redemption,
repurchase or other acquisition for value of the Permitted Equity Interests of the
Parent Company; provided, however, that: (i) the aggregate amount
of all of the cash payments so made by the Parent Company during the period from
July 26, 2005 through the Maturity Date shall not exceed $50,000,000; and (ii) both
immediately before and after giving effect to any of such cash payments, no
Defaults shall then be continuing or shall result therefrom.
SECTION 2. Condition Precedent. The effectiveness of the amendments contained in
Section 1 of this Amendment are subject to the satisfaction of the condition precedent that
the Administrative Agent shall have received counterparts of this Amendment, duly executed and
delivered by each of the Principal Companies, the Agents and the Lenders.
SECTION 3. Representations and Warranties. Each of the Principal Companies, jointly
and severally, represents and warrants to each of the Lenders and Agents on and as of the date
hereof, after giving effect to this Amendment, as follows:
(a) Representations in Credit Agreement. Each of the representations and warranties
made by or on behalf of each of the Principal Companies to the Lenders and Agents in the Credit
Agreement or in any of the other Loan Documents is true and correct in all material respects on and
as of the date hereof after giving effect to this Amendment, except: (i) as affected by
the consummation of the transactions contemplated by the Loan Documents (including this Amendment);
(ii) to the extent that any such representation or warranty relates by its express terms solely to
a prior date; and (iii) as and to the limited extent otherwise disclosed to each of the Lenders and
Agents in writing prior to the date hereof. After giving effect to this Amendment, no Defaults or
Events of Default are continuing under the Credit Agreement or any of the other Loan Documents.
(b) Authority; etc. The execution and delivery by each of the Principal Companies of
this Amendment, and the performance by each of the Principal Companies of its agreements and
obligations under this Amendment, have been duly and properly authorized by all necessary corporate
or other action on the part of each of the Principal Companies, and do not and will not conflict
with, result in any violation of, or constitute any default under, (i) any provision of any
Governing Documents of either of the Principal Companies, (ii) any Contractual Obligations of
either of the Principal Companies, or (iii) any Applicable Law. No approval, authorization or
other action by, or declaration to or filing with, any Governmental Authority or any other Person
is required to be obtained or made by either of the Principal Companies in connection with its
execution, delivery or performance of this Amendment.
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(c) Validity; etc. This Amendment has been duly executed and delivered by each of the
Principal Companies and constitutes the legal, valid and binding obligation of each of the
Principal Companies, enforceable against it in accordance with its terms, except as such
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws at the time in effect affecting the enforceability of the rights of creditors
generally and to general equitable principles.
SECTION 4. No Other Changes. Except as otherwise expressly provided by this
Amendment, all of the terms, conditions and provisions of the Credit Agreement and each of the
other Loan Documents, and all of the rights and remedies of the Lenders and the Agents thereunder,
shall remain unaltered, and are hereby ratified and confirmed in all other respects by each of the
Principal Companies.
SECTION 5. Other Provisions. This Amendment and the rights and obligations hereunder
of each of the parties hereto shall in all respects be construed in accordance with and governed by
the laws of the Commonwealth of Massachusetts. This Amendment constitutes a Loan Document for a
purpose of the Credit Agreement, the Notes and each of the other Loan Documents. This Amendment
may be executed in any number of counterparts and by different parties hereto in separate
counterparts, but all of such counterparts shall together constitute but one and the same
agreement. In making proof of this Amendment, it shall not be necessary to produce or account for
more than one counterpart hereof signed by each of the parties hereto. Delivery of signature pages
to this Amendment by telecopy shall be as effective as manually executed counterparts of this
Amendment.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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***Signature Pages to Amendment Agreement Follow***
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IN WITNESS WHEREOF, the undersigned have duly executed this AMENDMENT AGREEMENT under seal as
of July 12, 2005.
| REGENT BROADCASTING, LLC, as the Borrower | ||||||
| REGENT COMMUNICATIONS, INC., as the | ||||||
| Parent Company | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxxxxxxx | |||||
| Title: | Senior Vice President and Chief | |||||
| Financial Officer | ||||||
**Signature Page to Amendment Agreement**
***Signature Pages to Amendment Agreement Follow***
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| BANK OF AMERICA, N.A., as the Administrative Agent, the | ||||
| Issuing Lender and a Lender | ||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: Xxxxxxx Xxxxxxxx | ||||
| Title: Vice President | ||||
| US BANK, NATIONAL ASSOCIATION, as the Syndication Agent | ||||
| and a Lender | ||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: Xxxxx Xxxxxx | ||||
| Title: Assistant Vice President | ||||
| WACHOVIA BANK, NATIONAL ASSOCIATION, as a Co-Documentation | ||||
| Agent and a Lender | ||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: Xxxxxxx X. Xxxxx | ||||
| Title: Director | ||||
| SUNTRUST BANK, as a Co-Documentation Agent and a Lender | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: Xxxxx Xxxxx | ||||
| Title: Director | ||||
**Signature Page to Amendment Agreement**
***Signature Page to Amendment Agreement Follows***
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| ING CAPITAL, as a Lender | ||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: Xxxxxxx Xxxxx | ||||
| Title: Managing Director | ||||
| KEYBANK NATIONAL ASSOCIATION, as successor in interest | ||||
| to Key Corporate Capital Inc., as a Lender | ||||
| By: | /s/ Xxxxxxxx X. Reef | |||
| Name: Xxxxxxxx X. Reef | ||||
| Title: Vice President | ||||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender | ||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: Xxxxx X. Xxxxx | ||||
| Title: Assistant Vice President | ||||
| THE BANK OF NEW YORK, as a Lender | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: Xxxxxxx X. Xxxxxxx | ||||
| Title: Vice President | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
**Signature Page to Amendment Agreement**
