1
EXHIBIT 4(ff)
THIRD AMENDMENT
TO
SECOND AMENDED AND RESTATED
STOCKHOLDERS' AGREEMENT
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED STOCKHOLDERS'
AGREEMENT (this "Third Amendment") is made and entered into effective as of
August 31, 1999, by and among Regent Communications, Inc. (as so amended, the
"Company") and the undersigned stockholders (the "Stockholders").
W I T N E S S E T H:
THAT, WHEREAS, the Company and the Stockholders are parties to a
certain Second Amended and Restated Stockholders' Agreement dated as of June 15,
1998, as amended (as so amended, the "Stockholders' Agreement"); and
WHEREAS, on the effective date hereof, The Roman Arch Fund L.P. and The
Roman Arch Fund II L.P. (collectively, "The Roman Arch Funds") purchased shares
of the Company's Series H Convertible Preferred Stock; and
WHEREAS, it is in the best interests of the Company and the
Stockholders that The Roman Arch Funds purchase such shares; and
WHEREAS, as an inducement to The Roman Arch Funds to purchase such
shares, the Company and the Stockholders are willing to cause the Stockholders'
Agreement to be amended to add The Roman Arch Funds as parties to the Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements
contained herein, it is agreed as follows:
1. AMENDMENT. The Stockholders' Agreement is hereby amended to add The
Roman Arch Funds as parties thereto.
2. AGREEMENT TO BE BOUND. The Roman Arch Fund L.P. and The Roman Arch
Fund II L.P., by their execution hereof, agree to be bound by all of the
provisions of the Stockholders' Agreement, as amended.
3. TERMS OF AGREEMENT UNAFFECTED. The terms, conditions and provisions
of Stockholders' Agreement remain in full force and effect.
4. COUNTERPARTS. This Third 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.
2
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. ▇▇▇▇▇▇-▇▇▇▇▇▇ MEDIA PARTNERS,
L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: ▇▇▇▇▇▇-▇▇▇▇▇▇ Media, L.L.C.,
------------------------------
Its: Chairman & CEO Its: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman
------------------------------ -------------------------------
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ BLUE CHIP CAPITAL FUND II
LIMITED PARTNERSHIP
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: Blue Chip Venture Company, Ltd.,
----------------------------------- its General Partner
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------- -----------------
▇▇▇▇ ▇ ▇▇▇▇▇▇▇ Its: Manager
--------
MIAMI VALLEY VENTURE FUND, L.P. PNC BANK, N.A., AS TRUSTEE
By: Blue Chip Venture Company of Dayton, By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Ltd., its Special Limited Partner -------------------------------
Its: Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, Manager
WPG CORPORATE DEVELOPMENT RIVER CITIES CAPITAL FUND LIMITED
ASSOCIATES V, L.L.C. PARTNERSHIP
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------ ---------------------------------------
Its: Member Its: Vice President of ▇▇▇▇▇▇, Inc., General
------------------------------ -----------------------------------------
Partner of River Cites Management Limited
-----------------------------------------
Partnership, General Partner of River
-----------------------------------------
Cities Capital Fund Limited Partnership
-----------------------------------------
WPG CORPORATE DEVELOPMENT
ASSOCIATES V (OVERSEAS), L.P. BMO FINANCIAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇▇▇
--------------------------------- -----------------------------------------
Its: Member Its: Senior Vice President
------------------------------ -----------------------------------------
-2-
3
GENERAL ELECTRIC CAPITAL THE ROMAN ARCH FUND L.P.
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Its: Executive Vice President
--------------------------------------
Its: Duly Authorized Signatory
------------------------------
THE ROMAN ARCH FUND II L.P.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Its: Executive Vice President
-----------------------------------------
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-3-