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Exhibit 4(l)
AGREEMENT TO ISSUE WARRANT
Agreement dated as of March 25, 1998 by and between Regent
Communications, Inc., a Delaware corporation ("Regent") and River Cities Capital
Fund Limited Partnership, a Delaware limited partnership ("River Cities").
WITNESSETH:
WHEREAS, an Agreement of Merger dated as of December 5, 1997 (the
"Merger Agreement") has been executed among Faircom, Inc., Regent Merger Corp.
and Regent;
WHEREAS, River Cities owns 300,000 shares of the 7% Series A
Convertible Preferred Stock of Regent; and
WHEREAS, in order to induce River Cities to approve the consummation of
the merger contemplated by the Merger Agreement (the "Merger"), Regent agreed to
issue, and River Cities agreed to accept, upon consummation of the Merger,
warrants to purchase 80,000 shares of Regent Common Stock;
NOW, THEREFORE, the parties, desiring to enter into this Agreement
to establish the specific terms and conditions of the warrants, agree as
follows:
1. Issuance of Warrant.
Upon Effectiveness of the Merger under the terms of the Merger
Agreement, Regent shall deliver to River Cities a warrant in the form of Exhibit
A hereto to purchase 80,000 shares of Common Stock of Regent (the "Warrant").
2. Representations and Warranties of Regent.
Regent hereby represents and warrants to River Cities as follows:
All corporate action on the part of Regent, its directors and stockholders
necessary for the authorization, execution, delivery and performance of this
Agreement by Regent, the authorization, sale, issuance and delivery of (i) the
Warrant and (ii) the Warrant Shares (as defined in the Warrant), and the
performance of all of Regent's obligations hereunder and thereunder has been
taken. This
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Agreement constitutes the valid and binding obligation of Regent, enforceable in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally and except as enforcement is subject to general
principles of equity regardless of whether enforcement is considered in a
proceeding at law or in equity. The Warrant, when issued in compliance with the
provisions of this Agreement, will be validly issued, will have the rights,
preferences and privileges described therein and will constitute valid and
binding obligations of Regent, enforceable in accordance with its terms, subject
to the matters described above. The Warrant Shares have been duly and validly
reserved and, when issued in compliance with the provisions of the Warrant, will
be validly issued, fully paid and nonassessable. The Warrant and the Warrant
Shares will be free of any liens or encumbrances, other than any liens or
encumbrances created by or imposed upon the holders thereof through no action of
Regent; provided, however, that the Warrant and the Warrant Shares will be
subject to restrictions on transfer under state and/or federal securities laws
as set forth therein.
3. Representations and Warranties of River Cities.
River Cities hereby represents and warrants to Regent, as of the date
hereof, as follows:
(a) Investment Intent. River Cities is acquiring the Warrant for its
own account, for investment and not with a view to resale, distribution, or
other disposition, and River Cities has no present plans to enter into any
contract, undertaking, agreement or arrangement for any such resale,
distribution or other disposition. River Cities will not sell or otherwise
transfer the Warrant without registration under the 1933 Act and applicable
state securities laws, or pursuant to an exemption from the registration
requirements thereof which, in the opinion of counsel acceptable to Regent, is
available for the transaction.
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(b) Opportunity to Review Books and Records. River Cities has had a
reasonable opportunity to inspect all documents, books and records pertaining to
Regent and the Warrant and confirms that the Warrant is being acquired without
River Cities's receipt of any offering literature. River Cities is not relying
on Regent or any agent of Regent with respect to the economic or other
considerations of an investment in Regent.
(c) Opportunity for Questions. River Cities has had a reasonable
opportunity to ask questions of and receive answers from a person or persons
acting on behalf of Regent concerning Regent, its business and proposed
operations, the terms of the Warrant and all other aspects of investment in
Regent, and all such questions have been answered to the full satisfaction of
River Cities.
(d) No Conflict. The execution, delivery and performance of this
Agreement by River Cities (i) will not constitute a default under or conflict
with any agreement or instrument to which River Cities is a party or by which it
or its assets are bound, (ii) will not conflict with or violate any order,
judgment, decree, statute, ordinance or regulation applicable to River Cities
(including, without limitation, any applicable laws relating to permissible
legal investments) and (iii) do not require the consent of any person or entity.
(e) Authority of River Cities. This Agreement constitutes the legal,
valid and binding obligations of River Cities, enforceable against River Cities
in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as enforcement is subject
to general principles of equity regardless of whether enforcement is considered
in a proceeding at law or in equity.
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4. Miscellaneous.
(a) Notices. Any notice, request or other document to be given
hereunder to any party shall be effective upon receipt (or refusal of receipt)
and shall be in writing and delivered personally or sent by telecopy or
certified or registered mail, postage prepaid:
(i) if to Regent, addressed to:
Regent Communications, Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman of the Board
Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
(ii) if to River Cities, addressed to:
River Cities Capital Fund Limited Partnership
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn: R. ▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address or telecopy number as any party shall have specified by
notice given to the other parties in the manner specified above.
(b) Entire Agreement; Amendment. This Agreement, including the
Exhibit hereto, and the other agreements, if any, expressly contemplated by this
Agreement, contain the entire agreement between the parties with respect to the
subject matter hereof and supersede all prior oral and written agreements,
memoranda, term sheets, understandings and undertakings among the parties hereto
relating to the subject matter hereof. This Agreement may be modified or amended
only by a written instrument executed by or on behalf of the parties hereto.
(c) Governing Law. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of Delaware without regard to
the application of
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its conflicts of laws principles. The parties hereby waive all right to trial by
jury in any action, suit or proceeding brought to enforce or defend any rights
or remedies under this Agreement or the transactions contemplated hereby.
(d) Severability. If any provision in this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof shall not in any way be affected or impaired
thereby.
(e) Construction. The section and subsection headings used herein are
for convenience of reference only, are not a party of this Agreement and are not
to affect the construction of, or be taken into consideration in interpreting,
any provision of this Agreement. As used in this Agreement, the masculine,
feminine and neuter gender each includes the other, unless the context otherwise
dictates. Any and all schedules and exhibits referred to in this Agreement and
attached hereto are and shall be incorporated in this Agreement as if fully set
forth herein.
(f) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instruments.
(g) Specific Performance. The parties hereto acknowledge that damages
may be an inadequate remedy for any breach of the provisions of this Agreement
and agree that the obligations of the parties hereunder may be specifically
enforced, and no party will take any action to impede the other from seeking to
enforce such right of specific performance after any such breach.
(h) Successors and Assigns; Assignability. Except as otherwise
provided herein, this Agreement shall be binding upon and inure to the benefit
of and be enforceable by the
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parties hereto and their respective successor and permitted assigns. This
Agreement shall not confer upon any person other than the parties hereto and
their respective successors and permitted assigns any rights or remedies
hereunder.
(i) Further Assurances. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all reasonable efforts to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement.
(j) Survival. The representations and warranties of the parties
contained herein shall survive execution and delivery of this Agreement and
issuance and delivery of the Warrant or Warrant Shares.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered, as of the day and year first above written.
REGENT COMMUNICATIONS, INC.
By:
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Its:
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RIVER CITIES CAPITAL FUND LIMITED
PARTNERSHIP
By: River Cities Management Limited
Partnership, its General Partner
By: ▇▇▇▇▇▇, Inc.
By:
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R. ▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
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