REGENT COMMUNICATIONS, INC. 8-K

0000950152-07-009210.txt : 20071121 0000950152-07-009210.hdr.sgml : 20071121 20071121094327 ACCESSION NUMBER: 0000950152-07-009210 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071115 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071121 DATE AS OF CHANGE: 20071121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT COMMUNICATIONS INC CENTRAL INDEX KEY: 0000913015 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311492857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29079 FILM NUMBER: 071261626 BUSINESS ADDRESS: STREET 1: 100 EAST RIVERCENTER BOULEVARD STREET 2: 9TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6062920030 MAIL ADDRESS: STREET 1: 100 EAST RIVERCENTER BLVD STREET 2: 9TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 8-K 1 l28946ae8vk.htm REGENT COMMUNICATIONS, INC. 8-K REGENT COMMUNICATIONS, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)		November 15, 2007

REGENT COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


0-15392		31-1492857

(Commission File Number)		(IRS Employer Identification No.)


2000 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio		45202

(Address of Principal Executive Offices)		(Zip Code)

(513) 651-1190

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01				Entry into a Material Definitive Agreement

Item 2.03				Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Effective November 15, 2007, Regent Broadcasting, LLC and its parent company, Regent Communications, Inc. (together, the “Company” or “Regent”) and its lenders entered into an amendment to Regent’s existing credit facility. The material terms of the amendment are to exclude from the calculation of Consolidated EBITDA under the Credit Agreement, as defined in the amendment, $599,000 of costs incurred related to the Settlement Agreement dated September 14, 2007, among the Company, Riley Investment Management LLC and its affiliates party thereto, and SMH Capital Inc. and its affiliates party thereto, and in connection with the related “Pending Litigation” (as that term is defined in the Settlement Agreement). The Company anticipates any costs incurred related to this amendment will be immaterial in amount.

The entire text of Amendment No. 2 to the Credit Agreement is attached hereto as Exhibit 4(a).


Item 9.01				Financial Statements and Exhibits


(d)	Exhibits

	Exhibit	Description


	4(a)	Amendment No. 2 to the Credit Agreement, dated as of November 15, 2007 among Regent Communications, Inc. and the lenders identified therein (excluding schedules and exhibits not deemed material)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Regent Communications, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: November 21, 2007	REGENT COMMUNICATIONS, INC.
	By:	/s/ ANTHONY A. VASCONCELLOS
		Anthony A. Vasconcellos, Executive Vice President and Chief Financial Officer

EX-4.A 2 l28946aexv4wa.htm EX-4(A) 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