EX-4(A)



 





[Execution Copy]




EXHIBIT 4(A)




AMENDMENT NO. 1 TO THE CREDIT AGREEMENT




     AMENDMENT
NO. 1, dated as of February 23, 2007 (“this Amendment”), under the Credit
Agreement, dated as of November 21, 2006 (“Credit Agreement”), by and among: (1) Regent
Broadcasting, LLC, a Delaware limited liability company (hereinafter, together with its successors
in title and assigns, called the “Borrower”); (2) Regent Communications, Inc., a Delaware
corporation (hereinafter, together with its successors in title and assigns, called the “Parent
Company”, and, together with the Borrower, called, collectively, the “Principal
Companies”, and, singly, a “Principal Company”); (3) the several financial institutions
from time to time party to the Credit Agreement as lenders thereunder (collectively,
“Lenders”); and (4) Bank of America, N.A., as the administrative agent for the Lenders
(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.



     PRELIMINARY STATEMENTS:



          (1) The Borrower desires to refinance and replace all of the outstanding Term B Loans under
the Credit Agreement with a new class of Term B1 Loans under the Credit Agreement (collectively,
“Term B1 Loans”) in the aggregate original principal amount of $115,000,000, having
identical terms with, and having the same rights and obligations under the Credit Agreement and the
other Loan Documents, as the Term B Loans, except as such terms, rights and obligations are
otherwise expressly amended by this Amendment.




          (2) Each Term B Lender that executes and delivers this Amendment as a Term B Lender at or
prior to 1:00 p.m. (Eastern time) on the Term B1 Facility Effective Date (as herein defined) shall
be deemed, on and as of the Term B1 Facility Effective Date, to have exchanged each of its Term B
Loans (which Term B Loans shall thereafter be deemed terminated and refinanced in full, it being
understood and agreed, however, that the Term B1 Loans are in substitution for, but not in payment
or satisfaction of, the Term B Loans) for Term B1 Loans in the same aggregate initial principal
amount as the Outstanding Amount of such Term B Lender’s Term B Loans immediately prior to the Term
B1 Facility Effective Date, and each such Term B Lender shall thereafter become a Term B1 Lender
(each, in such capacity, a “Term B1 Lender”) under the Credit Agreement.




          (3) Each Person that executes and delivers this Amendment as a Term B1 Lender on or prior to
the Term B1 Facility Effective Date, other than pursuant to an exchange of Term B Loans described
in Section 2.1(a)(i) of the Credit Agreement, as amended hereby (each, in such capacity, an
“Additional Term B1 Lender”), will make Term B1 Loans on the Term B1 Facility Effective
Date (each, an “Additional Term B1
Loan”) to the Borrower in the aggregate
initial principal amount equal to the amount set forth opposite such Additional Term B1
Lender’s name under the caption “Additional Term B1 Commitment” on Schedule 2.1 to
the Credit




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Agreement, as amended as of the Term B1 Facility Effective Date. The entire proceeds of
each Additional Term B1 Loan shall be used by the Borrower for the exclusive purpose of refinancing
in full the outstanding principal amount of the Term B Loans of the Term B Lenders, if any, that do
not execute and deliver this Amendment as Term B Lenders on or prior to the Term B1 Facility
Effective Date, it being understood that Additional Term B1 Lenders may be Term B Lenders prior to
the Term B1 Facility Effective Date.




          (4) The Term B1 Loans, including the Additional Term B1 Loans, shall be used by the Borrower
for the exclusive purpose of refinancing and replacing all of the Term B Loans outstanding on and
as of the Term B1 Facility Effective Date.




          (5) The Borrower shall, on the Term B1 Facility Effective Date, pay to the Administrative
Agent, for the ratable account of each of the Term B Lenders, all of the unpaid interest accrued on
each of the Term B Loans to the Term B1 Facility Effective Date.




          (6) The Borrower has requested that the Lenders amend the Credit Agreement to effect the
changes described above, and the Lenders that are parties to this Agreement (which Lenders
constitute Required Lenders) have agreed, subject always to the terms and conditions hereinafter
set forth, to amend the Credit Agreement as set forth below in this Amendment.




     NOW, THEREFORE, in consideration of the premises, and for other good and valuable
consideration, the sufficiency and receipt of all of which are hereby acknowledged, the parties
hereto hereby agree as follows:



     SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective on and
as of the Term B1 Facility Effective Date, but,
subject, always, in any event, to the satisfaction
of the conditions precedent set forth in Section 3, hereby amended as follows:



     (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following new
definitions in the appropriate alphabetical order:




     “Additional Term B1 Commitment” means the commitment of any Person to make
Additional Term B1 Loans on the Term B1 Facility Effective Date in the aggregate initial
principal amount set forth opposite the name of such Person under the caption
“Additional Term B1 Commitment” on Schedule 2.1 (as amended by the First
Amendment).




     “Additional Term B1 Lender” means any Person with an Additional Term B1
Commitment to make Additional Term B1 Loans to the Borrower on the Term B1 Facility
Effective Date, it being understood that any Additional Term B1 Lender may be a Term B
Lender prior to the Term B1 Facility Effective Date.




     “Additional Term B1 Loan” means any term loan made or to be made to the
Borrower pursuant to Section 2.1(a) of this Agreement on the Term B1 Facility
Effective Date.




     “Aggregate Term B1 Commitment” means the combined Term B1 Commitments of all of
the Term B1 Lenders, in the initial aggregate amount of $115,000,000.



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     “First Amendment” means Amendment No. 1 to this Agreement, dated as of February
23, 2007, among the Principal Companies, the Administrative Agent and the Lenders that are
parties thereto (which Lenders constitute Required Lenders).




     “First Amendment Documents” means, collectively, the First Amendment, the Term
B1 Notes, the Term B1 Facility Effective Date Compliance Certificate, and all other
Instruments, certificates or other documents executed and/or delivered by the Borrower or
the Parent Company pursuant to or in connection with the First Amendment or the Term B1
Notes.




     “First Amendment Transactions” means, collectively, (a) the execution and/or
delivery of the First Amendment Documents, (b) the exchange of Term B Loans for Term B1
Loans on and as of the Term B1 Facility Effective Date, (c) the Borrowing of Additional Term
B1 Loans on the Term B1 Facility Effective Date, (d) the refinancing and replacement of all
Term B Loans and Term B Notes on and as of the Term B1 Effective Date, (e) the
implementation and completion of all of the other transactions contemplated by the First
Amendment, and (f) the payment of all fees, costs and expenses incurred in connection with
the foregoing arrangements and transactions.




     “First Amendment Effective Date” has the meaning specified in Section
3(a) of the First Amendment.




     “Term B1 Availability Period” means, with respect to the Term B1 Commitments,
including the Additional Term B1 Commitments, the period beginning on the date on which the
conditions precedent set forth in Section 3(a) and Section 3(b)(ii) shall
first be satisfied and ending upon the earliest to occur of: (a) the Term B1 Commitment
Termination Date; (b) the date of termination in full of the Term B1 Commitments pursuant to
Section 2.5; or (c) the date of termination in full of the Term B1 Commitments
pursuant to Section 9.2.




     “Term B1 Commitment” means: (a) as to each Term B Lender that executes and
delivers the First Amendment as a Term B Lender at or prior to 1:00 p.m. (Eastern time) on
the Term B1 Facility Effective Date, the commitment and obligation of such Term B Lender to
exchange, on and as of the Term B1 Facility Effective Date, all of its Term B Loans for Term
B1 Loans in the same aggregate original principal amount as the Outstanding Amount of such
Term B Lender’s Term B Loans immediately prior to the Term B1 Facility Effective Date; and
(b) as to each Additional Term B1 Lender, the commitment and obligation of such Term B1
Lender to make Additional Term B1 Loans to the Borrower pursuant to Section
2.1(a)(ii) in the aggregate initial principal amount not to exceed the amount set forth
opposite such Additional Term B1 Lender’s name under the caption “Additional Term B1
Commitment” on Schedule 2.1 (as amended by the First Amendment).




     “Term B1 Commitment Termination Date” means 5:00 p.m. on April 2, 2007.




     “Term B1 Facility” means, at any time, the Outstanding Amount of Term B1 Loans
at such time.



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     “Term B1 Facility Effective Date” has the meaning specified in Section
3(b) of the First Amendment.




     “Term B1 Facility Effective Date Compliance Certificate” means the Term B1
Facility Effective Date Compliance Certificate, in or substantially in the form of
Exhibit B to the First Amendment, to be dated as of the Term B1 Facility Effective
Date, and to be duly executed by an Authorized Officer of each of the Principal Companies
(solely on its behalf and not in an individual capacity) and delivered pursuant to
Section 3(b)(ix) of the First Amendment.




     “Term B1 Lenders” means, collectively, (a) the Term B Lenders that execute and
deliver the First Amendment as Term B Lenders on or prior to the Term B1 Facility Effective
Date, and (b) the Additional Term B1 Lenders.




     “Term B1 Loans” means, collectively, term loans made to the Borrower pursuant
to Section 2.1(a)(ii) or (as the case may be) deemed to have been made to the
Borrower pursuant to Section 2.1(a)(i).




     “Term B1 Outstanding Amount” means, with respect to the Term B1 Loans on and as
of the Term B1 Facility Effective Date, the aggregate outstanding principal amount thereof
on the Term B1 Facility Effective Date after giving effect to any Borrowings and prepayments
or repayments of such Term B1 Loans occurring on such date.




     “Term B1 Note” has the meaning specified in Section 2.2(b).




     “Term Loan Repricing Transaction” means the prepayment in full of the
Outstanding Amount of all Term B1 Loans with cash proceeds received by the Borrower from a
substantially concurrent borrowing of syndicated secured term loans similar to the Term B
Loans that were made on the Closing Date pursuant to this Agreement; provided,
however, that such a prepayment shall constitute a “Term Loan Repricing
Transaction” only if (a) the annual interest rate applicable to such term loans on the
date of the borrowing thereof shall be less than the sum of (i) the Eurodollar Rate
on the date of such prepayment, plus (ii) the Applicable Margin with respect to Term
B1 Loans that are Eurodollar Loans on the date of such prepayment, (b) the principal purpose
of such prepayment is to refinance Term B1 Loans at a lower interest rate, and (c) such
prepayment is not made in connection with or as a result of: (i) any Change of
Control; (ii) any Acquisition or series of related Acquisitions of Media Assets by the
Parent Company, the Borrower or any of their Subsidiaries for Amounts exceeding in the
aggregate $50,000,000; or (iii) any amendment, amendment and restatement or other
modification of this Agreement, or any refinancing, replacement or restructuring of any
Class of Loans, completed or to be completed for the principal purpose of financing the
Acquisition or series of related Acquisitions described in immediately foregoing
subclause (ii).



     (b) Section 1.1 of the Credit Agreement is hereby further amended as follows:



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     (i)
By amending and restating in its entirety as follows subclause (a) of the definition of the term “Applicable Margin” set forth in Section 1.1 of the
Credit Agreement:




     (a) with respect to any of the Term B1 Loans: (i) for Term B1 Loans that are
Eurodollar Loans, 2.25% (i.e., 225 basis points); and (ii) for Term B1 Loans that
are Base Rate Loans, 0.75% (i.e., 75 basis points); and




     (ii) By amending and restating in its entirety as follows each of the following
definitions set forth in Section 1.1 of the Credit Agreement:




     “Class”, when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are Term B1 Loans, Revolving Loans,
Delayed Draw Term Loans or Incremental Loans; and, when used in reference to any Commitment,
refers to whether such Commitment is a Term B1 Commitment, Revolving Commitment, Delayed
Draw Commitment or Incremental Commitment of any class.




     “Commitment” means, for each Lender, any of its Term B1 Commitment, Additional
Term B1 Commitment, Revolving Credit Commitment, Delayed Draw Term Commitment or Incremental
Commitment, as the context may require.




     “Loan” means any extension of credit by any Lender to the Borrower pursuant to
Article II, and shall include any Revolving Loan, Term B1 Loan, Additional Term B1
Loan, Delayed Draw Term Loan or Incremental Loan.




     “Notes” means, collectively, the Revolving Credit Notes, the Term B1 Notes, the
Delayed Draw Term Notes and the Incremental Loan Notes.




     (iii) By amending and restating in their entirety as follows the definitions of the
terms “Term B Commitment” and “Term B Lender” set forth in Section
1.1 of the Credit Agreement:




     “Term B Commitment” means, for each Term B Lender, the commitment of
such Term B Lender to make Term B Loans to the Borrower on the Closing Date.




     “Term B Lender” means any Lender that had outstanding Term B Loans
immediately prior to the Term B1 Facility Effective Date.




     (iv) By amending and restating in its entirety as follows the definition of the term
“Term B Loan” set forth in Section 1.1 of the Credit Agreement:




     “Term B Loan” means any Loan made by a Term B Lender to the Borrower
under Section 2.1(a) of this Agreement prior to the Term B1 Facility
Effective Date.



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     (c) Article II of the Credit Agreement is hereby amended by amending and restating in
its entirety as follows Section 2.1(a) of the Credit Agreement:




     (a) Term B1 Loans.




     (i) Exchange of Term B Loans. Subject to the terms and conditions hereof, each
Term B Lender that has executed and delivered the First Amendment as a Term B Lender at or
prior to 1:00 p.m. (Eastern time) on the Term B1 Facility Effective Date severally agrees to
exchange the Outstanding Amount of all of its Term B Loans on and as of the Term B Facility
Effective Date for a like principal amount of Term B1 Loans on and as of the Term B1
Facility Effective Date, and, from and after the Term B1 Facility Effective Date, all of
such Term B Loans so exchanged shall be deemed to have been refinanced in full, and all of
such Term B1 Loans shall be deemed to have been made to the Borrower pursuant to Section
2.1 of this Agreement.




     (ii) Additional Term B1 Loans. Subject to the terms and conditions hereof,
each Additional Term B1 Lender severally agrees to make Additional Term B1 Loans to the
Borrower on the Term B1 Facility Effective Date in an aggregate original principal amount
not to exceed its Additional Term B1 Commitment in effect on and as of the Term B1 Facility
Effective Date. The Borrower shall, on and as of the Term B1 Facility Effective Date,
refinance with proceeds of the Additional Term B1 Loans all of the Term B Loans of each of
the Term B Lenders that do not execute and deliver the First Amendment as Term B Lenders on
or prior to the Term B1 Facility Effective Date.




     (iii) Interest. On the Term B1 Facility Effective Date, the Borrower shall pay
to the Administrative Agent, for the ratable account of all of the Term B Lenders, all
unpaid interest accrued on all of the Term B Loans to the Term B1 Facility Effective Date;
provided, however, that Interest Periods for Term B Loans that are exchanged
for Term B1 Loans on and as of the Term B1 Facility Effective Date shall continue from and
after the Term B1 Facility Effective Date until the expiration of such Interest Periods in
the ordinary course.




     (iv) Modification of References. From and after the Term B1 Facility Effective
Date, the Term B1 Loans shall have the same terms, rights and obligations as the Term B
Loans had immediately prior to the Term B1 Facility Effective Date, all as set forth in the
Credit Agreement and the other Loan Documents, except, in each case, as modified by the
First Amendment, and all references from and after the Term B1 Facility Effective Date to
“Term B Loans”, “Term B Commitment”, “Term B Note”, and “Term B Lenders” in the Credit
Agreement and the other Loan Documents shall (except as the context shall otherwise require)
be deemed to be references to “Term B1 Loans”, “Term B1 Commitment”, “Term B1 Note”, and
“Term B1 Lenders”, respectively.



     (d) Article II of the Credit Agreement is hereby further amended by amending and
restating in its entirety as follows the second sentence of Section 2.2(b) of the Credit
Agreement:



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     Each such note evidencing Term B1 Loans shall be in or substantially in the
form of Exhibit A (as amended, endorsed, replaced or otherwise modified from
time to time, a “Term B1 Note”).



     (e) Article II of the Credit Agreement is hereby further amended by amending and
restating in its entirety as follows Section 2.5(d) of the Credit Agreement:




     (d) The Aggregate Term B1 Commitment, including each of the Additional Term B1
Commitments, shall terminate in full on the Term B1 Facility Effective Date upon and
simultaneously with the exchange of Term B Loans for Term B1 Loans on such date and
the making of Additional Term B1 Loans on such date. Each of the Term B1
Commitments shall in any event automatically and permanently terminate in full at
5:00 p.m. on the Term B1 Commitment Termination Date in the event that the Term B1
Facility Effective Date shall not have occurred on or prior to the Term B1
Commitment Termination Date.



     (f) Article II of the Credit Agreement is hereby further amended by amending and
restating in its entirety as follows the first sentence of Section 2.6(c) of the Credit
Agreement:




     Each prepayment of principal of the outstanding Term B1 Loans required pursuant
to Section 2.7(b), 2.7(c), 2.7(e), 7.14(d) or
7.14(e) shall be applied to the remaining scheduled installments of the Term
B1 Loans pursuant to Section 2.8(b), in each case pro rata
(based on the principal amount then remaining unpaid of each of the scheduled
installments of the Term B1 Loans).



     (g) Article II of the Credit Agreement is hereby further amended by adding the
following new paragraph (d) to Section 2.6 immediately after paragraph (c)
of Section 2.6:




     (d) If, at any time on or prior to the first anniversary of the Term B1
Facility Effective Date, a Term Loan Repricing Transaction shall be completed and
the Outstanding Amount of the Term B1 Loans shall be paid in full, then the Borrower
shall become and be obligated to pay to the Administrative Agent on the date of such
payment, for the pro rata benefit of all Term B1 Lenders, a
prepayment premium equal to one percent (1%) of the Outstanding Amount of the Term
B1 Loans so prepaid on or prior to such first anniversary.



     (h) Article II of the Credit Agreement is hereby further amended by amending and
restating in its entirety as follows Section 2.8(d) of the Credit Agreement:




     (d) Maturity Date. Anything herein express or implied to the contrary
notwithstanding, there shall become and be absolutely and unconditionally due and
payable on the Maturity Date, and the Borrower hereby promises to pay on the
Maturity Date, the entire principal of each of the Term B1 Loans, Revolving Loans
and Delayed Draw Term Loans then remaining unpaid, all of the unpaid interest
accrued thereon, all of the unpaid Fees accrued thereon and all other unpaid sums
and other Obligations owing under this Agreement or any of the other Loan Documents
with respect to the Term B1 Loans, the Delayed Draw Term Loans, the Revolving
Commitments and the Revolving Loans.



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     (i) Article II of the Credit Agreement is hereby further amended by amending and
restating in its entirety as follows Section 2.7(b) of the Credit Agreement:




     (b) Term B1 Loans. The Borrower shall repay the Term B1 Loans in
twenty-eight (28) installments, payable on the principal payment dates specified in
the table below, in an amount for each such scheduled installment equal to the
amount set forth opposite the scheduled principal payment date for such scheduled
installment in the table below:



	 	 	 	 	 
	Principal Payment Date 	 	Amount
	 
	 	 	 	 
	03/31/07

	 	$	287,500	 
	06/30/07

	 	$	287,500	 
	09/30/07

	 	$	287,500	 
	12/31/07

	 	$	287,500	 
	 
	 	 	 	 
	03/31/08

	 	$	287,500	 
	06/30/08

	 	$	287,500	 
	09/30/08

	 	$	287,500	 
	12/31/08

	 	$	287,500	 
	 
	 	 	 	 
	03/31/09

	 	$	287,500	 
	06/30/09

	 	$	287,500	 
	09/30/09

	 	$	287,500	 
	12/31/09

	 	$	287,500	 
	 
	 	 	 	 
	03/31/10

	 	$	287,500	 
	06/30/10

	 	$	287,500	 
	09/30/10

	 	$	287,500	 
	12/31/10

	 	$	287,500	 
	 
	 	 	 	 
	03/31/11

	 	$	287,500	 
	06/30/11

	 	$	287,500	 
	09/30/11

	 	$	287,500	 
	12/31/11

	 	$	287,500	 
	 
	 	 	 	 
	03/31/12

	 	$	287,500	 
	06/30/12

	 	$	287,500	 
	09/30/12

	 	$	287,500	 
	12/31/12

	 	$	287,500	 
	 
	 	 	 	 
	03/31/13

	 	$	287,500	 
	06/30/13

	 	$	287,500	 
	09/30/13

	 	$	287,500	 
	11/21/13

	 	$	107,237,500	 






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     (j) Article VII of the Credit Agreement is hereby amended by adding the following new
paragraph (d) at the end of Section 7.10 of the Credit Agreement:




     (d) Use the Term B1 Loans (and all proceeds thereof) for the exclusive purpose
of refinancing and replacing the Term B Loans.



     (k) Exhibit A to the Credit Agreement is hereby amended and restated in its entirety
to be in the form of the Exhibit A attached to this Amendment.



     SECTION 2. Amendment to Schedule 2.1. Upon the Term B1 Facility Effective Date, but,
subject, always, in any event, to the satisfaction of the conditions precedent set forth in
Section 3 of this Amendment, Schedule 2.1 to the Credit Agreement shall be amended
by the Administrative Agent to reflect the Term B1 Commitments, including the Additional Term B1
Commitments, on and as of the Term B1 Facility Effective Date.



     SECTION 3. Conditions of Effectiveness. (a) This Amendment shall become effective on
and as of the date first written above (“First Amendment Effective Date”) when the
Administrative Agent shall have received counterparts of this Amendment executed and delivered by
each of the Principal Companies and Lenders constituting Required Lenders.



     (b) Anything herein express or implied to the contrary notwithstanding, the amendments set
forth in Section 1 and Section 2 of this Amendment shall become and be effective
only on and as of the date (“Term B1 Facility Effective Date”) on which each of the
conditions precedent set forth in this Section 3(b) shall have first been satisfied to the
reasonable satisfaction of the Administrative Agent:




     (i) First Amendment Effective Date. The First Amendment Effective Date shall
have occurred prior to 5:00 p.m. on the Term B1 Commitment Termination Date, and the Term B1
Facility Effective Date shall have occurred during the Term B1 Availability Period.




     (ii) Execution of Counterparts. The Administrative Agent shall have received
counterparts of this Amendment, duly executed and delivered on behalf of each of (A) the
Principal Companies, (B) the Administrative Agent, (C) the Required Lenders, and (D) at or
prior to 1:00 p.m. on the Term B1 Facility Effective Date, each Term B Lender, or, in lieu
of any one or more Term B Lenders at or prior to such time, one or more Additional Term B1
Lenders providing Additional Term B1 Commitments in an aggregate initial amount sufficient
to refinance the Outstanding Amount of all of the Term B Loans owed to such non-consenting
Term B Lenders, or, as to any of the foregoing parties, advice reasonably satisfactory to
the Administrative Agent that such party has agreed to the terms of this Amendment hereof
and has agreed to become bound hereby.




     (iii) Borrowing Request. The Borrower shall have provided to the
Administrative Agent, prior to the Term B1 Facility Effective Date, a Borrowing Request in
accordance with the requirements of Section 2.3 of the Credit Agreement with respect
to the Borrowing of the Additional Term B1 Loans on the Term B1 Facility Effective Date.



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     (iv) Payment of Fees and Expenses. The Borrower shall have paid in full, in
accordance with the payment instructions of the Administrative Agent, all of the fees and
actual and reasonable out-of-pocket costs and expenses (including Attorney Costs) payable in
connection with the First Amendment Transactions and otherwise in accordance with
Section 6 of this Amendment for which invoices shall have been submitted at least
one (1) Business Day prior to the Term B1 Facility Effective Date.




     (v) Term B1 Notes. The Administrative Agent shall have received, on behalf of
each of the Term B1 Lenders that shall have requested the same, one or more Term B1 Notes
payable to the order of such Term B1 Lender duly executed by the Borrower in substantially
the form of Exhibit A to the Credit Agreement, as amended by this Amendment.




     (vi) Interest; etc. Simultaneously with the making of the Term B1 Loans, the
Borrower shall have paid to the Administrative Agent, for the ratable account of the Term B
Lenders, all unpaid interest accrued on the Term B Loans to the Term B1 Facility Effective
Date, plus all additional amounts (if any) owing to such Term B Lenders pursuant to
Section 4.5 of the Credit Agreement.




     (vii) Resolutions; etc. The Administrative Agent shall have received:




     (A) from each of the Principal Companies, an officer’s certificate, dated as of
the First Amendment Effective Date, of its secretary or any assistant secretary as
to:




          (1) resolutions of its board of directors or (as the case may be) managers then
in full force and effect authorizing the execution, delivery and performance of this
Amendment, the Term B1 Notes and each of the other First Amendment Documents and
other Instruments or documents contemplated hereby, and authorizing the exchange of
Term B Loans for Term B1 Loans, the Borrowing of Additional Term B1 Loans and the
implementation and completion of the other First Amendment Transactions and all
other transactions contemplated hereby;




          (2) the incumbency and signatures of the Authorized Officers of each of the
Principal Companies authorized to act with respect to this Amendment, the Term B1
Notes, the other First Amendment Documents and all other Instruments or documents
contemplated hereby (upon which certificate each of the Administrative Agent and the
Lenders may conclusively rely until the Administrative Agent shall have received a
further certificate of such Credit Party canceling or amending such prior
certificate, which further certificate shall be reasonably satisfactory to the
Administrative Agent); and




          (3) each Governing Document of each of the Principal Companies; and




     (B) such other similar documents (certified as of a recent date) as the
Administrative Agent may reasonably request with respect to any matter relevant



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to this Amendment, the Term B1 Notes, the other First Amendment Documents or
any other Instruments or other documents contemplated hereby, the exchange of Term B
Loans for Term B1 Loans, the Borrowing of Additional Term B1 Loans, or any of the
other First Amendment Transactions or other transactions contemplated hereby.




Each of such documents shall be in form and substance reasonably satisfactory to the
Administrative Agent.




     (viii) Certificates of Good Standing; etc. The Administrative Agent shall have
received a good standing certificate as of a recent date for each of the Principal Companies
from the Secretary of State of the jurisdiction of incorporation or organization of such
Credit Party.




     (ix) Term B1 Facility Effective Date Compliance Certificate. The
Administrative Agent shall have received a duly completed Term B1 Facility Effective Date
Compliance Certificate, dated as of the Term B1 Facility Effective Date, duly executed by an
Authorized Officer of each of the Principal Companies.




     (x) Legal Opinion. The Administrative Agent shall have received a legal
opinion, dated the First Amendment Effective Date, addressed to the Administrative Agent,
from special counsel to the Principal Companies, in form and substance reasonably
satisfactory to the Administrative Agent and its special counsel.




     (xi) Satisfactory Legal Form; etc. All Instruments and other documents
executed and delivered or submitted pursuant hereto by or on behalf of either of the
Principal Companies shall be reasonably satisfactory in form and substance to the
Administrative Agent and its special counsel; the Administrative Agent and its special
counsel shall have received all such information, and such counterpart originals or such
certified or other copies of all such other materials, as the Administrative Agent or its
special counsel shall have reasonably requested; and all legal matters incident to the
transactions contemplated by this Agreement shall be reasonably satisfactory to the
Administrative Agent and its special counsel.




     (xii) Compliance with Warranties. The representations and warranties of each
of the Parent Company and the Borrower set forth in Section 4 of this Amendment or
in Article VI of the Credit Agreement shall be true and correct in all material
respects on and as of First Amendment Effective Date and on and as of the Term B1 Facility
Effective Date; and, both immediately before and immediately after giving effect to First
Amendment Transactions, such representations and warranties shall be true and correct in all
material respects with the same full force and effect as if made on the First Amendment
Effective Date and on the Term B1 Facility Effective Date (except for any such
representation or warranty that relates solely to a prior date).



     SECTION 4. Representations and Warranties. Each of the Principal Companies, jointly
and severally, represents and warrants to each of the Lenders and the Administrative Agent as
follows:



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     (a) Corporate Existence and Power; etc. Each of the Principal Companies:




     (i) is a duly organized and validly existing corporation or limited liability company,
as the case may be, and is in good standing under the laws of the jurisdiction of its
organization;




     (ii) has the power and authority, and the legal right, to own or hold under lease its
Property, conduct its business and execute, deliver and perform its Obligations under each
of the First Amendment Documents and other Loan Documents to which it is or is to become a
party as contemplated hereby;




     (iii) is duly qualified to do business as a foreign entity, and is licensed and in good
standing, under the Applicable Laws of each jurisdiction where its ownership, lease or
operation of Property or the nature or conduct of its business requires such qualification
or license, except (in each case) where the failure so to be qualified or licensed
has not had and could not reasonably be expected to have a Materially Adverse Effect; and




     (iv) is in all material respects in compliance with all Applicable Laws, except
(in each case) to the extent that the failure to comply therewith has not had and could not
reasonably be expected to have a Materially Adverse Effect.



     (b) Corporate Authorization; etc. The execution, delivery and performance by each of
the Principal Companies of each of the First Amendment Documents to which it is or is to become a
party as contemplated hereby, and, in the case of the Borrower, to exchange Term B Loans for Term
B1 Loans and to make the Borrowings of Additional Term B1 Loans contemplated hereby, have been duly
authorized by all necessary corporate or limited liability company action, as the case may be, and
do not and will not:




     (i) contravene in any material respect any of the terms or other provisions of any of
the Governing Documents of any such Credit Party;




     (ii) conflict in any material respect with or result in any material breach or
contravention of, or the creation of any Liens under, any Instrument or other document
creating, governing or evidencing any material Contractual Obligation to which such Credit
Party is a party or by which such Credit Party or any of its Property is bound or any order,
injunction, writ or decree of any Governmental Authority to which such Credit Party or any
of its Property is subject; or




     (iii) violate any Applicable Law in any material respect.



     (c) Governmental Authorization. No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, any Governmental
Authority, or any subdivision thereof, is required to authorize, or is required in connection with,
(i) the execution, delivery or performance of this Amendment or any other First Amendment Document,
or (ii) the legality, validity, binding effect or enforceability of this Amendment or any other
First Amendment Document, except where the failure to so obtain or make could not
reasonably be expected to have a Materially Adverse Effect; provided, however,



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that subsequent to the date of execution of the First Amendment Documents, copies of certain
of the First Amendment Documents may be required to be filed with the FCC.



     (d) Binding Effect. Each of the Principal Companies has duly executed and delivered
this Amendment and each of the other First Amendment Documents required to be executed and
delivered by such Principal Company in accordance with the terms hereof. Each of the First
Amendment Documents to which the Parent Company or the Borrower is a party constitutes, and each of
the other First Amendment Documents upon execution and delivery thereof by any Principal Company,
will constitute, the legal, valid and binding Obligations of each Principal Company party thereto,
enforceable against each such Principal Company in accordance with its terms, except (in
each case) as enforceability may be limited by applicable bankruptcy, insolvency or other similar
Applicable Laws affecting the enforcement of creditors’ rights generally or by equitable principles
of general applicability.



     (e) No Default. No Default is continuing on and as of the date hereof, and no Default
will result from the exchange of any Term B Loans for Term B1 Loans or the making of any Term B1
Loans. None of the Principal Companies or any of their Subsidiaries is in default under or with
respect to any Contractual Obligations in any respect which, individually or together with all such
defaults, has had or could reasonably be expected to have a Materially Adverse Effect.



     (f) Materially Adverse Effect. No events or developments have occurred since the
Closing Date which, individually or in the aggregate, have had or could reasonably be expected to
have any Materially Adverse Effect.



     SECTION 5. Reference to and Effect on the Credit Agreement, the Notes and the Other Loan
Documents. (a) On and after the Term B1 Facility Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the
Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
For all purposes of the Credit Agreement and the other Loan Documents, this Amendment and the other
First Amendment Documents shall constitute “Loan Documents”.



     (b) The Credit Agreement, the Notes and each of the other Loan Documents, as amended by this
Amendment, are and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed by each of the Principal Companies. Without limiting the generality of the
foregoing, the Collateral Documents and all of the Collateral described therein do and shall
continue to secure the payment of all Obligations of each of the Credit Parties under the Loan
Documents, in each case as amended by this Amendment.



     (c) The execution, delivery and effectiveness of this Amendment shall not, except as otherwise
expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, the
Issuing Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver
of any provision of any of the Loan Documents.





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     (d) In the event that all of the conditions precedent set forth in Section 3(b) of
this Amendment shall not be satisfied to the reasonable satisfaction of the Administrative Agent
during the Term B1 Availability Period and prior to the Term B1 Commitment Termination Date, then
at 5:00 p.m., on the Term B1 Commitment Termination Date, all Term B1 Commitments, including all
Additional Term B1 Commitments shall terminate in full, and Section 1 and Section 2
of this Amendment shall be null and avoid with the same full force and effect as if such Sections
had never been a part of this Amendment.



     SECTION 6. Costs and Expenses. Whether or not any of the First Amendment Transactions
are consummated, the Borrower shall pay, promptly after request by the Administrative Agent, all
reasonable out-of-pocket costs, expenses and fees incurred by the Administrative Agent and its
Affiliates (including the Attorney Costs for the Administrative Agent), in connection with the
preparation, negotiation, execution, delivery and administration of this Amendment and the other
First Amendment Documents or any amendments, modifications or waivers of any of the provisions
hereof or thereof.



     SECTION 7. Indemnification. The Borrower shall indemnify the Administrative Agent
(and any sub-agent thereof), each Lender and the Issuing Lender, and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses (including the Attorney Costs for any Indemnitee) incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Borrower or any other Credit Party arising out
of, in connection with, or as a result of the execution or delivery of this Amendment, any of the
other First Amendment Documents or any other agreement or Instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of any of the First Amendment Transactions or any of the other
transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any
sub-agent thereof) and its Related Parties only, the administration of this Amendment and the other
First Amendment Documents.



     SECTION 8. Counterparts. This Amendment may be executed by one or more of the parties
to this Amendment in any number of separate counterparts, each of which, when so executed, shall be
deemed an original, and all of said counterparts taken together shall be deemed to constitute but
one and the same Instrument. A set of the copies of this Amendment signed by all of the parties
shall be lodged with the Borrower and the Administrative Agent.



     SECTION 9. Severability. The illegality or unenforceability of any provision of this
Amendment or any of the other First Amendment Documents or other Instruments required hereunder
shall not in any way affect or impair the legality or enforceability of any of the remaining
provisions of this Amendment or any of the other First Amendment Documents or other Instruments
required hereunder.



     SECTION 10. WAIVER OF JURY TRIAL. THE PARTIES HERETO EACH WAIVE THEIR RESPECTIVE
RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO THIS AMENDMENT, THE OTHER FIRST AMENDMENT DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, IN ANY





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ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER
PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE PARTIES
HERETO EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A
JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHTS TO A
TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION 10 AS TO ANY ACTION, COUNTERCLAIM OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS AMENDMENT OR ANY OF THE OTHER FIRST AMENDMENT DOCUMENTS OR ANY PROVISIONS HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AMENDMENT OR ANY OF THE OTHER FIRST AMENDMENT DOCUMENTS.




     SECTION 11. GOVERNING LAW. THIS AMENDMENT AND EACH OF THE OTHER FIRST AMENDMENT
DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS.



     SECTION 12. ENTIRE AGREEMENT. THIS AMENDMENT, THE OTHER FIRST AMENDMENT DOCUMENTS, THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.



     SECTION 13. Delivery by Facsimile. Delivery of the signature pages to this Amendment
by facsimile shall be as effective as delivery of manually executed counterparts of this Amendment.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




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***Signature Pages to Amendment No. 1 to the Credit Agreement follow***




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     IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 1 TO THE CREDIT
AGREEMENT to be duly executed and delivered by their proper and duly authorized officers as of the
day and in the year first above written.



	 	 	 	 	 	 	 
	 	 	The Borrower:
	 
	 	 	 	 	 	 
	 	 	REGENT BROADCASTING, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anthony A. Vasconcellos	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:    Anthony A. Vasconcellos	 	 
	 

	 	 	 	Title:      Executive Vice President and	 	 
	 

	 	 	 	               Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	The Parent Company:
	 
	 	 	 	 	 	 
	 	 	REGENT COMMUNICATIONS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anthony A. Vasconcellos	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:    Anthony A. Vasconcellos	 	 
	 

	 	 	 	Title:      Executive Vice President and	 	 
	 

	 	 	 	               Chief Financial Officer	 	 






**Signature Page to Amendment No. 1 to the Credit Agreement**




***Signature Pages to Amendment No. 1 to the Credit Agreement follow***




Regent-Amendment
No. 1










 



 


	 	 	 	 	 	 	 
	 	 	The Administrative Agent:
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as
	 	 	   Administrative Agent
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William J. Faidell	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:    William J. Faidell	 	 
	 

	 	 	 	Title:       Assistant Vice President	 	 






**Signature Page to Amendment No. 1 to the Credit Agreement**




***Signature Pages to Amendment No. 1 to the Credit Agreement follow***




 










 



 


	 	 	 	 	 	 	 
	 	 	The Lenders:
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as
	 	 	   a Lender and the Issuing Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bradley K. Rosseau	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:    Bradley K. Rousseau	 	 
	 

	 	 	 	Title:       Principal	 	 






**Signature Page to Amendment No. 1 to the Credit Agreement**




***Signature Pages to Amendment No. 1 to the Credit Agreement follow***










 



 




	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK, as Syndication Agent, a Joint
	 	 	   Book Manager and a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brian Combs	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:    Brian Combs	 	 
	 

	 	 	 	Title:      Director	 	 






**Signature Page to Amendment No. 1 to the Credit Agreement**




***Signature Pages to Amendment No. 1 to the Credit Agreement follow***










 



 




	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL
	 	 	CORPORATION, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karl Kieffer	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:     Karl Kieffer	 	 
	 

	 	 	 	Title:       Duly Authorized Signatory	 	 






**Signature Page to Amendment No. 1 to the Credit Agreement**




***Signature Pages to Amendment No. 1 to the Credit Agreement follow***










 



 




	 	 	 	 	 	 	 
	 	 	BANK OF MONTREAL, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Naghemeh Hashemifard	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:    Naghemeh Hashemifard	 	 
	 

	 	 	 	Title:       Director	 	 






**Signature Page to Amendment No. 1 to the Credit Agreement**




***Signature Pages to Amendment No. 1 to the Credit Agreement follow***










 



 




	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph R. Netzel	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:    Joseph R. Netzel	 	 
	 

	 	 	 	Title:      Senior Vice President	 	 






**Signature Page to Amendment No. 1 to the Credit Agreement**




***Signature Pages to Amendment No. 1 to the Credit Agreement follow***










 



 




	 	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, INC., as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jessie Munoz	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:   Jessie Munoz	 	 
	 

	 	 	 	Title:     Vice President	 	 






**Signature Page to Amendment No. 1 to the Credit Agreement**




***Signature Pages to Amendment No. 1 to the Credit Agreement follow***










 



 




Bank of America, N.A.,

   as Administrative Agent

February ___, 2007

Page 1




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