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Exhibit 4(hh)
SECOND AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("this Amendment")
is dated effective as of December 13, 1999, by and among Regent Communications,
Inc. (the "Company") and the undersigned stockholders (the "Stockholders").
WITNESSETH:
THAT, WHEREAS, the Company and the Stockholders are parties to a certain
Registration Rights Agreement dated as of June 15, 1998, as amended (the
"Agreement") under which the Stockholders have been granted certain
registration rights; and
WHEREAS, on the effective date hereof, Mesirow Capital Partners VII, PNC
Bank, N.A., Custodian, Blue Chip Capital Fund III Limited Partnership, The
Prudential Insurance Company of America and certain other investors who are
already parties to the Agreement (collectively, the "Series K Purchasers")
(Mesirow Capital Partners VII, PNC Bank, N.A., Custodian and Blue Chip Capital
Fund III Limited Partnership collectively referred to as the "New Series K
Purchasers") purchased shares of the Company's Series K Convertible Preferred
Stock, par value $.01 per share; and
WHEREAS,it is in the best interests of the Company and the Stockholders
that the Series K Purchasers purchase such shares; and
WHEREAS, as an inducement to the Series K Purchasers to purchase such
shares, the Company and the Stockholders are willing to cause the Agreement to
be amended in certain respects including, without limitation, to add the New
Series K Purchasers as parties to the Agreement.
NOW, THEREFORE, it is hereby agreed as follows:
1. AMENDMENTS.
(a) The Agreement is hereby amended to add the New Series K
Purchasers as parties thereto.
(b) Paragraph 2(a) of the Agreement is hereby amended to substitute
the word "or" for the word "and" therein so that hereafter it shall read in its
entirety as follows:
"At any time, Xxxxxx-Xxxxxx or, after July 1, 2000, Xxxxxx-Xxxxxx or
the holders of at least 10% of the outstanding Common Stock (computed
on an "as-converted" and fully diluted basis) shall have the right to
request that Regent register all or part of its Registrable Securities
under the Securities Act of 1933, as amended (the "Securities Act")."
(c) Paragraph 2(g) of the Agreement is hereby amended and restated
in its entirety to read as follows:
"(g) In addition to the right to request registration pursuant to
Section 2(a), if the Company is eligible to register securities with
the
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SEC on behalf of selling Stockholders on Form S-3, or a similar "short
form" registration statement, then (i) at any time Xxxxxx-Xxxxxx or, after
the first anniversary of a Qualified Public Offering, Xxxxxx-Xxxxxx or the
holders of at least 10% of the outstanding Common Stock (computed on an
"as-converted" and fully-diluted basis), will be entitled to request an
unlimited number of such "short form" registrations (which may constitute a
shelf registration pursuant to Rule 415 under the Securities Act) for which
the Company will pay all Registration Expenses and (ii) after the first
anniversary of a Qualified Public Offering, Prudential and Mesirow, acting
together, will be entitled to request one non-underwritten "short form"
registration (which may constitute a shelf registration pursuant to Rule
415 under the Securities Act) for which the Company will pay all
Registration Expenses. All Stockholders shall be entitled to participate in
such "short form" registrations in the same manner as provided in Section
2(a)."
(d) A new section 2(j) is hereby added to the Agreement, which shall read
in its entirety as follows:
"Registrations made pursuant to this Section 2 shall be made using "short
form" registration statements whenever Regent is permitted to use such
applicable form and Xxxxxx-Xxxxxx or such other holders as are entitled to
request registration pursuant to this Section 2(a) request or consent to
the use of such form. Notwithstanding the provisions of Section 4(a)(ii),
the Company shall not be required to keep any registration statement filed
pursuant to Section 2(g)(ii) effective for a period of more than 90 days."
(e) Paragraph 10(c) of the Agreement is hereby amended and restated in
its entirety to read as follows:
"(c) In the event the Registrable Securities of Xxxxxx-Xxxxxx initially
sought to be included on a Registration Statement (prior to the operation
or application of any "cut-back" provisions set forth herein) do not
represent more than 20% of Xxxxxx-Xxxxxx'x Registrable Securities or in the
event the Registrable Securities of Xxxxxx-Xxxxxx are not included on a
registration statement filed pursuant to Section 2 or 3 hereof, the term
"Xxxxxx-Xxxxxx," as used in Sections 2(b), 2(f), 2(i) (only in the proviso
therein), 4(a)(iv), 4(f) and 7(c) in respect of such registration
statement, shall refer to the holders of a majority of the Registrable
Securities being included on such registration statement."
(f) The first sentence of Paragraph 5 of the Agreement is hereby amended
by substituting for the phrase "Xxxxxx-Xxxxxx," in the third line thereof, the
phrase "Investors Committee or Executive Committee, each as defined under the
Second Amended and Restated Stockholders Agreement, as amended, among
Xxxxxx-Xxxxxx and the other Stockholders which are parties thereto (the
"Stockholders Agreement"), or following any termination of the Executive
Committee, the Corporation's Board of Directors."
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(g) The definition of "Qualified Public Offering" in Paragraph 11 of
the Agreement is hereby amended and restated in its entirety to read as follows:
"Qualified Public Offering" shall have the meaning ascribed to it
in the Stockholders Agreement.''
(h) The first sentence of Paragraph 12 of the Agreement is hereby
deleted in its entirety and the following substituted therefor:
"Except as otherwise provided herein, no modification, amendment
or waiver of any provision of this Agreement shall be effective
against the parties to this Agreement unless approved in writing
by the Investors Committee or Executive Committee (each as
defined under the Second Amended and Restated Stockholders
Agreement, as amended, among Xxxxxx-Xxxxxx and the other
Stockholders which are parties thereto), if either exists and,
in any event, the Stockholders who are the holders of at least
51% of the Stock held by the Stockholders."
2. AGREEMENT TO BE BOUND. Each of the Series K Purchasers, by its
execution hereof, agrees to be bound by all of the provisions of the Agreement.
3. TERMS OF AGREEMENT UNAFFECTED. Except as specifically amended hereby,
the terms, conditions and provisions of the Agreement remain in full force and
effect.
4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the signatories below have caused this Amendment to be
executed and delivered effective as of the date first above written.
REGENT COMMUNICATIONS, INC. XXXXXX-XXXXXX MEDIA PARTNERS,
L.P.
By: /s/ Xxxxx X. Xxxxxx By: Xxxxxx-Xxxxxx Media, L.L.C.,
--------------------------- ---------------------------
Its: /s/ Chairman and CEO Its: Xxxxxxx X. Xxxxxx, Chairman
-------------------------- ---------------------------
/s/ Xxxxx X. Xxxxxx
-------------------------------
XXXXX X. XXXXXX BLUE CHIP CAPITAL FUND II
LIMITED PARTNERSHIP
/s/ Xxxxxxx X. Xxxxxxxx By: Blue Chip Venture Company,
------------------------------- Ltd., its General Partner
XXXXXXX X. XXXXXXXX
BLUE CHIP CAPITAL FUND III By: /s/ Xxxx X. Xxxxx
LIMITED PARTNERSHIP ---------------------------
Its: Manager
--------------------------
By: Blue Chip Venture Company,
Ltd., its General Partner
By: /s/ Xxxx X. Xxxxx PNC BANK, N.A., AS TRUSTEE
---------------------------
Its: Manager By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ---------------------------
Its: Vice President
--------------------------
MIAMI VALLEY VENTURE FUND, L.P. RIVER CITIES CAPITAL FUND
LIMITED PARTNERSHIP
By: Blue Chip Venture Company of Dayton,
Ltd., its Special Limited Partner By: Xxxxxx, Inc.
its General Partner
By: /s/ Xxxx X. Xxxxx By: /s/ R. Xxxx Xxxxxxxx
--------------------------- ---------------------
Xxxx X. Xxxxx, Manager R. Xxxx Xxxxxxxx, Vice
President
PNC BANK, N.A., CUSTODIAN MESIROW CAPITAL PARTNERS VII
By: /s/ Xxxxxxx X. Xxxxx By: Mesirow Financial Services,
--------------------------- Inc., its General Partner
Its: Vice President By: /s/ Xxxxxxx X. Xxxxxx, Xx.
-------------------------- --------------------------
Xxxxxxx X. Xxxxxx, Xx.,
Vice President
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WPG CORPORATE DEVELOPMENT THE ROMAN ARCH FUND L.P.
ASSOCIATES V, L.L.C.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxxxx
---------------------------- ----------------------------
Its: President Its: Executive Vice President
---------------------------- ---------------------------
WPG CORPORATE DEVELOPMENT THE ROMAN ARCH FUND II L.P.
ASSOCIATES V, (OVERSEAS), L.P.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxxxx
---------------------------- ---------------------------
Its: President Its: Executive Vice President
--------------------------- --------------------------
GENERAL ELECTRIC CAPITAL BMO FINANCIAL, INC.
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx By:
---------------------------- -----------------------------
Its: Duly Authorized Signatory Its:
--------------------------- ----------------------------
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx Xxxxx
------------------------------- -----------------------------
XXXXXXX X. XXXXXX
Its: Vice President
------------------------------- ----------------------------
XXXXXX X. XXXXXX
