EX-4(A)



 





EXHIBIT 4(a)




AMENDMENT NO. 2 TO THE CREDIT AGREEMENT




     AMENDMENT NO. 2, dated as of November 15, 2007 (“this Amendment”), under 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”), 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”); (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 Statement. The Borrower has requested that the Lenders amend the Credit
Agreement to effect a change to the definition of the term “Consolidated EBITDA”, and the Lenders
that are parties to this Amendment (which Lenders constitute Required Lenders) have agreed to amend
the Credit Agreement on the terms herein set forth.



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



     SECTION 1. Amendment of Credit Agreement. Effective on and as of November 15, 2007
(“Effective Date”), but,
subject, always, to the satisfaction of the conditions precedent
set forth in Section 2, the Credit Agreement is hereby amended by amending and restating in
its entirety, as follows, the definition of the term “Consolidated EBITDA” set forth in Section
1.1 of the Credit Agreement:




     “Consolidated EBITDA” means, in relation to any Person and its Subsidiaries for
any period, Consolidated Net Income of such Person and its Subsidiaries for such period,
plus, without duplication, and only to the extent reflected as a charge in the
statement of such Consolidated Net Income for such period, the sum of (a) provisions
for income tax expense (including, without limitation, any franchise taxes imposed in lieu
of income taxes), plus (b) Consolidated Interest Expense, amortization or write-off
of deferred financing fees, debt discount and debt issuance costs and commissions, discounts
and other fees and charges associated with Indebtedness, plus (c) depreciation and
amortization expense, plus (d) amortization of intangibles (including, without
limitation, goodwill) and organization costs, plus (e) any non-cash charges or
expenses or non-cash losses (including non-cash losses on Sales of assets outside of the
ordinary course of business), plus (f) for any Measurement Period ending on December
31, 2007, March 31, 2008, June 30, 2008 or September 30, 2008, non-recurring costs, expenses
and other charges incurred (i) in connection with the preparation, negotiation, execution
and delivery of the Settlement Agreement, dated as of September 14, 2007, among the Parent
Company, Riley Investment Management LLC and its affiliates party thereto, and SMH









 



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Capital Inc. and its affiliates party thereto, and (ii) in connection with the related
“Pending Litigation” (as that term is defined in the Settlement Agreement);
provided, however, that, for purposes of calculating the Consolidated EBITDA
of the Parent Company and its Subsidiaries for any such Measurement Period, not more than
$599,000 in aggregate amount of all such non-recurring costs, expenses and other charges
shall be added back to Consolidated Net Income of the Parent Company and its Subsidiaries
for any such Measurement Period; and minus, without duplication, and only to the
extent included in the statement of such Consolidated Net Income for such period, the
sum of (i) any extraordinary, unusual or non-recurring income or gains (including
gains on the Sales of assets outside of the ordinary course of business), plus (ii)
any other non-cash income, all as determined on a consolidated basis and in accordance with
GAAP.



     SECTION 2. Conditions of Effectiveness. This Amendment shall become effective on and
as of the 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.



     SECTION 3. 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:



     (a) Corporate Authorization; etc. The execution, delivery and performance by each of
the Principal Companies of this Amendment 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.



     (b) Binding Effect. Each of the Principal Companies has duly executed and delivered
this Amendment. This Amendment constitutes the legal, valid and binding Obligation of each
Principal Company, 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.



     (c) No Default. No Default is continuing on and as of the date hereof. 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.



     (d) 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.









 



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     SECTION 4. Reference to and Effect on the Credit Agreement; etc. On and after the
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 shall constitute a “Loan Document”. The Credit Agreement, as amended by this
Amendment, is and shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed by each of the Principal Companies. THIS AMENDMENT, THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF ANY PRIOR ORAL AGREEMENTS OF THE PARTIES.



     SECTION 5. Costs and Expenses. 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.



     SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.



     SECTION 7. 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. 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]




***Signature Pages to Amendment No. 2 to the Credit Agreement follow***










 



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     IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 2 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. 2 to the Credit Agreement**




***Signature Pages to Amendment No. 2 to the Credit Agreement follow***










 



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	 	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. 2 to the Credit Agreement**




***Signature Pages to Amendment No. 2 to the Credit Agreement follow***










 



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	 	The Lenders:



BANK OF AMERICA, N.A., as

   a Lender and the Issuing Lender

 	 
	 	By:  	/s/ Peter van der Horst
 	 
	 	 	Name:  	Peter van der Horst 	 
	 	 	Title:  	Principal 	 




**Signature Page to Amendment No. 2 to the Credit Agreement**




***Signature Pages to Amendment No. 2 to the Credit Agreement follow***










 



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	 	SUNTRUST BANK, as Syndication Agent, a Joint 

   Book Manager and a Lender

 	 
	 	By:  	/s/ E. Matthew Schaaf, IV
 	 
	 	 	Name:  	E. Matthew Schaaf, IV 	 
	 	 	Title:  	Vice President 	 




**Signature Page to Amendment No. 2 to the Credit Agreement**




***Signature Pages to Amendment No. 2 to the Credit Agreement follow***










 



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	 	GENERAL ELECTRIC CAPITAL 

CORPORATION, as a Lender

 	 
	 	By:  	/s/ Karl Kieffer
 	 
	 	 	Name:  	Karl Kieffer 	 
	 	 	Title:  	Duly Authorized Signatory 	 




**Signature Page to Amendment No. 2 to the Credit Agreement**




***Signature Pages to Amendment No. 2 to the Credit Agreement follow***










 



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	 	BANK OF MONTREAL, as a Lender

 	 
	 	By:  	/s/ Sarah Kim
 	 
	 	 	Name:  	Sarah Kim 	 
	 	 	Title:  	Managing Director 	 




**Signature Page to Amendment No. 2 to the Credit Agreement**




***Signature Pages to Amendment No. 2 to the Credit Agreement follow***










 



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	 	NATIONAL CITY BANK, as a Lender

 	 
	 	By:  	/s/ Joseph R. Netzel
 	 
	 	 	Name:  	Joseph R. Netzel 	 
	 	 	Title:  	Senior Vice President 	 




**Signature Page to Amendment No. 2 to the Credit Agreement**




***Signature Pages to Amendment No. 2 to the Credit Agreement follow***










 



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	 	WELLS FARGO FOOTHILL, INC., as a Lender

 	 
	 	By:  	/s/ Blair K. Mertens
 	 
	 	 	Name:  	Blair K. Mertens 	 
	 	 	Title:  	Vice President 	 




**Signature Page to Amendment No. 2 to the Credit Agreement**




***Signature Page to Amendment No. 2 to the Credit Agreement follows***










 



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	 	Term B1 Lender:



By:  Callidus Debt Partners CLO Fund IV, Ltd.

By:  Its Collateral Manager

Callidus Capital Management, LLC

 	 
	 	By:  	/s/ Peter R. Bennitt
 	 
	 	 	Name:  	Peter R. Bennitt 	 
	 	 	Title:  	Principal 	 




**Signature Page to Amendment No. 2 to the Credit Agreement**










 



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	 	Term B1 Lender:


By:  Callidus Debt Partners CLO Fund V, Ltd.

By:  Its Collateral Manager

Callidus Capital Management, LLC

 	 
	 	By:  	/s/ Peter R. Bennitt
 	 
	 	 	Name:  	Peter R. Bennitt 	 
	 	 	Title:  	Principal 	 




**Signature Page to Amendment No. 2 to the Credit Agreement**










 



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	 	Term B1 Lender:



By:  Callidus Debt Partners CLO Fund VI, Ltd.

By:  Its Collateral Manager

Callidus Capital Management, LLC

 	 
	 	By:  	/s/ Peter R. Bennitt
 	 
	 	 	Name:  	Peter R. Bennitt 	 
	 	 	Title:  	Principal 	 




**Signature Page to Amendment No. 2 to the Credit Agreement**