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Exhibit 10(v)
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT ("Agreement"), dated as of
June 6, 1997, between REGENT COMMUNICATIONS, INC. (formerly known
as JS COMMUNICATIONS, INC.) (the "Pledgor") and CITICASTERS CO., an Ohio
corporation ("Pledgee").
W I T N E S S E T H
WHEREAS, Pledgor owns all the shares of Regent Broadcasting of San
Diego, Inc., a Delaware corporation (the "Company"); and
WHEREAS, the Company has delivered to Pledgee a Promissory Note of
even date in the principal amount of no more than $6,000,000 (the "Note"); and
WHEREAS, contemporaneously with the execution of this Agreement,
Pledgor is delivering to Pledgee a Continuing Guaranty Agreement ("Guaranty")
whereby Pledgor guarantees the Company's obligations to Pledgee under the
Agreements (as that term is defined in the Guaranty); and
WHEREAS, Pledgee is unwilling to accept the Guaranty unless this
Agreement is executed and delivered by Pledgor.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS. Initially capitalized terms used herein which are
defined in the Note shall have the meanings assigned to them therein, unless
the context otherwise requires or unless otherwise defined herein. As used
herein, "Obligations" refers to the obligations of Pledgor to Pledgee arising
under the Guaranty.
2. PLEDGE. The Pledgor pledges, mortgages, assigns, transfers,
delivers, deposits, sets over and confirms as a first priority pledge to the
Pledgee and its successors and assigns all of Pledgor's stock of the Company
(the "Securities") as collateral security for payment and performance by the
Pledgor of the Obligations. Certificates representing the Securities,
accompanied by proper instruments of assignment duly executed in blank by the
Pledgor, are concurrently delivered to the Pledgee.
3. REPRESENTATIONS AND WARRANTIES. The Pledgor represents and warrants
to the Pledgee that:
(a) As of the date hereof, the Pledgor is the sole
holder of record and the sole beneficial owner of
the Securities, free and clear of any security
interest, pledge, or other lien or encumbrance
(collectively, "Lien") thereon or affecting the
title thereto;
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(b) The Securities have been duly issued, are fully paid
and non-assessable, and the Pledgor has the right
and requisite authority to pledge, mortgage, assign,
transfer, deliver, deposit, set over and confirm the
Securities to the Pledgee as provided herein; and
(c) Pledgor has obtained all permits, consents,
approvals, authorizations or other orders of any
person, corporation, partnership, trust,
governmental entity, or other entity required for
the execution and delivery of this Agreement or the
delivery of the Securities to the Pledgee as
provided herein.
4. PLEDGOR RIGHTS. Unless and until an Event of Default shall have
occurred and be continuing:
(a) The Pledgor shall have the right, from time to time,
to vote and give consents with respect to the
Securities for all purposes not inconsistent with
the provisions of this Agreement; and
(b) The Pledgor shall be entitled, from time to time, to
collect and receive for his own use all cash
dividends paid on the Securities.
5. COVENANTS. The Pledgor covenants and agrees that until payment in
full of all the Obligations:
(a) Without the prior written consent of the Pledgee,
Pledgor will not sell, assign, transfer, mortgage,
pledge or otherwise encumber any of Pledgor's rights
in or to the Securities or ▇▇▇▇▇ ▇ ▇▇▇▇ in any
therein.
(b) The Pledgor, at Pledgor's expense, will obtain,
execute, acknowledge and deliver all such
instruments and take all such action necessary (or
as the Pledgee from time to time may request) in
order to ensure the Pledgee shall have and retain
the benefits of the first priority Lien in and the
security intended to be created by this Agreement.
6. EVENTS OF DEFAULT. The following shall each constitute an "Event of
Default" under this Agreement:
(a) The occurrence of an Event of Default under either
(i) the Note, or (ii) the Guaranty;
(b) Failure by the Pledgor to observe and perform any
covenant, condition, or agreement on the Pledgor's
part to be observed or performed under this
Agreement; or
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(c) Failure of any representation or warranty of the
Pledgor contained in this Agreement to be true in
any material respect when given.
7. FCC COMPLIANCE. In the event that the Pledgee elects to exercise
its remedies upon an Event of Default as contemplated by Section 6 hereof or
under any other provision of this Agreement, the Pledgee shall comply in all
material respects with the Communications Act of 1934, as amended, and all
applicable rules and regulations of the Federal Communications Commission
("FCC"), including, without limitation, obtaining any required consent or
approval of the FCC prior to the exercise of such remedies. Pledgor shall
cooperate and otherwise use its best efforts to cause any such required consent
or approval to be granted.
8. REMEDIES. Upon the occurrence and during the continuation of an
Event of Default, then in addition to the rights and remedies of Pledgee
pursuant to the terms and provisions of the asset purchase agreement entered
into between JS Communications, Inc. and Pledgee dated April 16, 1997 (the
"Purchase Agreement"), the Pledgee (personally or through an agent) is hereby
authorized and empowered at its election, to transfer and register in its name
or in the name of its nominee the whole or any part of the Securities, to
exercise the voting rights with respect thereto, to collect and receive all
cash dividends and other distributions made thereon, to sell in one or more
sales after seven (7) days' notice (which notice the Pledgor agrees is
commercially reasonable), the whole or any part of the Securities and to
otherwise act with respect to the Securities as though the Pledgee was the
outright owner thereof, the Pledgor hereby irrevocably constituting and
appointing the Pledgee as the proxy and attorney-in-fact of the Pledgor, with
full power of substitution to do so. Any sale may be either for cash or upon
credit or for future delivery at such price as the Pledgee may deem fair, and
the Pledgee may be the purchaser of the whole or any part of the Securities so
sold and hold the same thereafter in its own right free from any claim of the
Pledgor or any right of redemption. Each sale shall be made to the highest
bidder, but the Pledgee reserves the right to reject any and all bids at such
sale which, in its sole discretion, it shall deem inadequate. Demands of
performance, except as otherwise herein specifically provided for, notices of
sale, advertisements and the presence of property at sale are hereby waived and
any sale hereunder may be conducted by an auctioneer or any officer or agent of
the Pledgee.
9. WAIVER. No delay on the Pledgee's part in exercising any power of
sale, lien, option or other right hereunder, and no notice or demand which may
be given to or made upon the Pledgor by the Pledgee with respect to any power
of sale, lien, option or other right hereunder, shall constitute a waiver
thereof, or limit or impair the Pledgee's right to take any action or to
exercise any power of sale, lien, option, or any other right hereunder, without
notice or demand, or prejudice the Pledgee's rights as against the Pledgor in
any respect.
10. TERMINATION. Upon payment and performance in full of all of the
Obligations, the Pledgee shall deliver to the Pledgor the Securities at the
time subject to this Agreement and all instruments of assignment executed in
connection therewith, free and clear of the lien hereof and except as otherwise
provided herein, all of the Pledgor's obligations hereunder shall, upon such
payment in full, terminate.
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11. MISCELLANEOUS.
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(a) Any notices under or pursuant to this Agreement
shall be deemed duly sent when delivered in
accordance with the terms of the Purchase
Agreement. Either party may change such address by
sending notice of the change to the other party.
This Agreement may be executed in any number of
counterparts, which shall, collectively and
separately, constitute one agreement. All acts and
transactions hereunder and the rights and
obligations of the parties hereto shall be
governed, construed and interpreted in accordance
with the domestic laws of the Commonwealth of
Kentucky. Any action brought pursuant to this
Agreement must be brought and prosecuted as to all
parties in, and each of the parties hereby consents
to service of process, personal jurisdiction, and
venue in the state and Federal courts of general
jurisdiction located in Kenton County, Kentucky.
(b) This Agreement shall be binding upon the Pledgor
and the Pledgor's heirs and assigns, and shall
inure to the benefit of, and be enforceable by, the
Pledgee and its successors, transferees and
assigns; provided, however, that the Pledgor may
assign this Agreement only after obtaining the
written consent of the Pledgee. The Pledgee may
freely assign its rights under this Agreement None
of the terms or provisions of this Agreement may be
waived, altered, modified or amended except in
writing duly signed for and on behalf of the
Pledgee and the Pledgor.
IN WITNESS WHEREOF, the parties hereto have caused this Stock Pledge
Agreement to be duly executed as of the date first above written.
CITICASTERS CO.
By: _________________________________
Title: _________________________________
REGENT COMMUNICATIONS, INC.
By: _________________________________
Title: _________________________________
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COMMONWEALTH OF KENTUCKY )
) ss:
COUNTY OF KENTON )
The foregoing instrument was acknowledged before me this ___ day of
_______, 1997, by _______________ for Citicasters Co.
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Notary Public
COMMONWEALTH OF KENTUCKY )
) ss:
COUNTY OF KENTON )
The foregoing instrument was acknowledged before me this ___day of
__________, 1997, by _________________________ for Regent Communications, Inc.
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Notary Public
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