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) May 8, 2009

REGENT COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-29079	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))

Cautionary Statement Concerning Forward-Looking Statements

     This Form 8-K includes certain forward-looking statements with respect to Regent Communications, Inc. and its subsidiaries (the “Company”) and its business that involve risks and uncertainties. These statements are influenced by the Company’s financial position, business strategy, budgets, projected costs and the plans and objectives of management for future operations. The Company uses words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “project” and other similar expressions. Although the Company believes its expectations reflected in these forward-looking statements are based on reasonable assumptions, the Company cannot assure you that its expectations will prove correct. Actual results and developments may differ materially from those conveyed in the forward-looking statements. For these statements, the Company claims the protections for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

     Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements made in this Form 8-K include: changes in general economic, business and market conditions, as well as changes in such conditions that may affect the radio broadcast industry or the markets in which the Company operates, and nationally, including, in particular: increased competition for attractive radio properties and advertising dollars; increased competition from emerging technologies; fluctuations in the cost of operating radio properties; the Company’s ability to manage growth; the Company’s ability to effectively integrate its acquisitions; potential costs relating to stockholder demands; changes in the regulatory climate affecting radio broadcast companies; cancellations, disruptions or postponements of advertising schedules in response to national or world events; and the Company’s ability to regain and maintain compliance with the terms of its Credit Agreement (as defined below) or to refinance or restructure such obligations. Further information on other factors that could affect the Company’s financial results is included in the Company’s other filings with the Securities and Exchange Commission (SEC). These documents are available free of charge at the Commission’s website at http://www.sec.gov and/or from the Company. The forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K. If the Company does update one or more forward-looking statements, you should not conclude that the Company will make additional updates with respect to those or any other forward-looking statements.

Section 2 Financial Information

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

     On May 8, 2009, the Company received a letter of even date (the “BofA Letter”) from Bank of America, N.A. (“BofA”), as the administrative agent for the other lenders and secured parties under the Company’s Credit Agreement dated as of November 21, 2006, as amended (the “Credit Agreement”). All capitalized terms not defined herein are defined according to the Credit Agreement.

     As previously reported on the Company’s Current Report on Form 8-K filed April 6, 2009, the Company was notified by BofA on April 1, 2009 (the “April 1st Notice”) that BofA considers the Company’s delivery of audited financial statements for the fiscal year ended December 31, 2008 which contained a going concern limitation in the auditors’ report to be a “Specified Default” under the Credit Agreement.

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Because the Specified Default continued unremedied for thirty days after the April 1st Notice, the BofA Letter asserts the existence of an Event of Default under the Credit Agreement for the Borrowers’ failure to comply with the terms contained in Section 7.1(a) of the Credit Agreement for the fiscal year ended December 31, 2008.

     Because the Company has not remedied the Event of Default, BofA informed the Company that, in accordance with the terms of the Credit Agreement, it has elected to impose the default rate of interest under the Credit Agreement. From and after May 8, 2009 for so long as any one or more Events of Default shall be continuing (a) the entire unpaid principal amount of all of the Loans shall bear interest at a rate per annum equal to the rate otherwise applicable thereto plus the additional two percent (2%) default rate, and (b) all other overdue amounts shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for Revolving Loans that are Base Rate Loans plus the additional two percent (2%) default rate, in each case, as more particularly described in the Credit Agreement. The BofA Letter further informed the Company that (a) unless and until the Specified Default is remedied in accordance with the terms of the Credit Agreement, the lenders will make no additional Credit Extensions pursuant to the terms of the Credit Agreement and (b) the lenders have not waived the Specified Default or the conditions to making additional Credit Extensions. On behalf of the lenders and secured parties, BofA specifically reserved all of the continuing rights and remedies of the secured parties under the Credit Agreement and related 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.

     A copy of the BofA Letter is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. The foregoing summary and description of the BofA Letter is qualified by reference to the full text of Exhibit 99.1.

     Also as previously disclosed, the Company is currently in negotiations with BofA and the other parties to the Credit Agreement to amend certain of the financial ratios and other covenants contained in the Credit Agreement in order to regain compliance. The Company cannot guarantee that it will be able to negotiate an amendment to the Credit Agreement. If the Company is unable to negotiate such an amendment, the lenders and secured parties to the Credit Agreement could accelerate the full amount of the outstanding debt to currently payable and proceed against available collateral pledged pursuant to the terms of the Credit Agreement and related Loan Documents. If the Company is able to negotiate an amendment to the Credit Agreement, such an amendment could contain terms unfavorable to the Company and could result in the imposition of additional finance fees and higher interest charges. Such charges could have a material effect on the Company’s future cash flows, results of operations or financial condition.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

Exhibit	Description
99.1	Letter from Bank of America, N.A. dated May 8, 2009.

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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: May 14, 2009	REGENT COMMUNICATIONS, INC.
	By:	/s/ ANTHONY A. VASCONCELLOS
		Anthony A. Vasconcellos, Executive Vice President and
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

BANK OF AMERICA, N.A.,
as Administrative Agent
100 Federal Street
Boston, MA 02110

May 8, 2009

VIA FEDEX AND BY FACSIMILE AND E-MAIL

Regent Communications, Inc.
Regent Broadcasting, LLC
100 East River Center Boulevard
9th Floor
Covington, KY 41011

Attention: Anthony A. Vasconcellos,
Executive Vice President and Chief Financial Officer

Re: Notice of Event 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, 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 capitalized terms 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 certain Events of 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 Events of 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. 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

Regent Communications, Inc.
Regent Broadcasting, LLC
May 8, 2009
Page 2 of 2

Agreement occurred on and as of April 1, 2009 (the “Initial Default”). On April 1, 2009, we, on behalf of the Lenders and other Secured Parties, gave the Parent Company and the Borrower formal written notice of the occurrence and continuation of the Initial Default (the “Initial Default Notice”) and that, if the Initial Default continued unremedied for more than thirty (30) days after the Initial Default Notice was given to you, the Initial Default would become and be an Event of Default under Section 9.1.3 of the Credit Agreement. The Initial Default has not been waived or remedied and is continuing under the Credit Agreement.

     2. Specified Events 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 that, because the Initial Default has continued unremedied for more than thirty (30) days after the Initial Default Notice was given to you, the Initial Default has become and is an Event of Default under Section 9.1.3 of the Credit Agreement (the “Initial Event of Default”). Additionally, as a result of the failure of an Authorized Officer of the Parent Company or the Borrower to give prompt written notice to the Administrative Agent of the Initial Default in accordance with Section 7.3(a) of the Credit Agreement, an Event of Default has occurred and is continuing under Section 9.1.2 of the Credit Agreement (the “Notice Event of Default” and together with the Initial Event of Default, the “Specified Events of Default”). You are advised that the Administrative Agent and the Secured Parties require strict performance by the Credit Parties of all of their respective obligations, agreements and covenants contained in the Credit Agreement and the other Loan Documents, and no inaction or action regarding any such breach is intended to be or shall be a waiver thereof.

     3. Other Events of Default. The Initial Default and the Specified Events of Default described herein are based upon the information available to the Administrative Agent on the date hereof and shall not be deemed to preclude the existence of other Defaults or Events of Default. The failure of the Administrative Agent to give notice to the Borrower of any such other Defaults or Events of Default is not intended to be, nor shall be, a waiver thereof. Furthermore, the Administrative Agent’s and the Secured Parties’ past, present or future failure to exercise available rights and remedies notwithstanding the existence of a Default or Event of Default are not intended to, and shall not (a) operate as a waiver of rights and remedies available to the Administrative Agent or any Secured Party pursuant to the Loan Documents or (b) indicate an agreement on the Administrative Agent’s or any Secured Party’s part to forbear from exercising its rights and remedies, all of which are expressly reserved.

     4. Default Interest. The Administrative Agent, at the request of the Required Lenders, hereby provides you notice that, from and after the date hereof and for so long as any one or more Events of Default shall be continuing (a) the entire unpaid principal amount of all of the Loans shall bear interest at a rate per annum equal to rate otherwise applicable thereto plus two percent (2%) and (b) all other overdue amounts shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for Revolving Loans that are Base Rate Loans plus two percent (2%), in each case, as more particularly described in the Credit Agreement

     5. 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 so long as the Initial Default or the Specified Events of Default shall be continuing. 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 any Default or Event of Default is continuing. Additionally, in no event and under no circumstance shall any past or future discussions with the Administrative Agent or any Secured Party, or any forbearance by the Administrative Agent and the Secured Parties of the rights and remedies under the Loan Documents, serve to (a) cause a modification of the Loan Documents, (b) establish a custom with respect to any of the Loan Documents, (c) operate as a waiver of any existing or future Default or Event of Default under the Loan Documents, (d) entitle the Borrower or any other Credit Party to any notice or demand whatsoever beyond those required by the Loan Documents, (e) in any way modify, change, impair affect, diminish or release any of the Credit Parties’ obligations or liability under the Loan Documents or any other liability you may have to the Administrative Agent or any Secured Party or (f) waive, limit or condition the Administrative Agent’s or any Secured Party’s rights and remedies under the Loan Documents, all of which rights and remedies are expressly reserved.

Regent Communications, Inc.
Regent Broadcasting, LLC
May 8, 2009
Page 2 of 2

     6. Reservation of Rights. At the present time, other than as specifically set forth in this letter, the Administrative Agent, the Lenders and the other Secured Parties have elected not to pursue any their remedies under the Credit Agreement, the other Loan Documents or Applicable Law. Notwithstanding the foregoing, 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:	/s/ Tyler D. Levings Name: Tyler D. Levings
	Title: Senior Vice President