10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 000-29079

TOWNSQUARE MEDIA, INC.,

F/K/A REGENT COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware
State or other jurisdiction of
incorporation or organization 31-1492857
(I.R.S. Employer
Identification No.)

2000 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (513) 651-1190

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $.01 par value per share	None

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

As of June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of common stock held by non-affiliates of the registrant was $8,519,333 based upon the closing sale price of $0.25 on the Nasdaq Stock Market’s Global Market for that date. (For purposes hereof, directors, executive officers and 10% or greater stockholders have been deemed affiliates.)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ No o

The number of new common shares of registrant outstanding as of May 14, 2010 was 1,000.

DOCUMENTS INCORPORATED BY REFERENCE

Cautionary Statement Concerning Forward-Looking Statements

This Form 10-K includes certain forward-looking statements with respect to our company and its business that involve risks and uncertainties. These statements are influenced by our financial position, business strategy, budgets, projected costs and the plans and objectives of management for future operations. We use words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “project” and other similar expressions. Although we believe our expectations reflected in these forward-looking statements are based on reasonable assumptions, we cannot assure you that our expectations will prove correct. Actual results and developments may differ materially from those conveyed in the forward-looking statements. For these statements, we claim 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 10-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 we operate, 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; our ability to manage growth; our ability to effectively integrate our 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 our ability to maintain compliance with the terms of our credit agreement. Further information on other factors that could affect the financial results of Townsquare Media, Inc. is included in Townsquare Media’s other filings with the Securities and Exchange Commission (SEC). These documents are available free of charge at the SEC’s website at http://www.sec.gov and/or from Townsquare Media, Inc. The forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this Form 10-K. If we do update one or more forward-looking statements, you should not conclude that we will make additional updates with respect to those or any other forward-looking statements.

TOWNSQUARE MEDIA, INC.

INDEX TO ANNUAL REPORT
ON FORM 10-K

	Page
Part I
Item 1 Business		4
Item 1A Risk Factors		26
Item 1B Unresolved Staff Comments		30
Item 2 Properties		30
Item 3 Legal Proceedings		31
Item 4 (Removed and Reserved)		31
Part II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		32
Item 6 Selected Financial Data		34
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
Item 7A Quantitative and Qualitative Disclosures about Market Risk		56
Item 8 Financial Statements and Supplementary Data		57
Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		97
Item 9A(T) Controls and Procedures		97
Item 9B Other Information		98
Part III
Item 10 Directors, Executive Officers and Corporate Governance		99
Item 11 Executive Compensation		109
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		117
Item 13 Certain Relationships and Related Transactions, and Director Independence		117
Item 14 Principal Accounting Fees and Services		118
Part IV
Item 15 Exhibits, Financial Statement Schedules		118
Exhibit 4(f)
Exhibit 4(g)
Exhibit 10(l)
Exhibit 10(m)
Exhibit 21
Exhibit 31(a)
Exhibit 31(b)
Exhibit 32(a)
Exhibit 32(b)

On May 3, 2010, Regent Communications, Inc. filed a Certificate of Amendment to Certificate of Incorporation of the Company with the Delaware Secretary of State to change its name from Regent Communications, Inc. to Townsquare Media, Inc. Townsquare Media, Inc. is a holding company. We own and operate our radio stations and hold our radio broadcast licenses in separate subsidiaries. In this report, when we use the term “Regent,” “Townsquare Media” or “the Company” and the pronouns “we,” “our” and “us,” we mean Townsquare Media, Inc. and all its subsidiaries, unless the context otherwise requires.

PART I

ITEM 1. BUSINESS.

General Development of Business

We are a radio broadcasting company historically focused on acquiring, developing and operating radio stations in mid-sized markets. Based on current economic conditions, our primary focus is on the efficient and profitable operation of our current radio station markets. We presently own 49 FM and 13 AM radio stations in 13 markets in Colorado, Illinois, Indiana, Kentucky, Louisiana, Michigan, Minnesota, New York, and Texas. Our assembled clusters of radio stations rank first or second in terms of revenue share in all of our markets that are ranked by BIA Publications, Inc. in their Investing in Radio 2009 Market Report, except in Albany, New York, Grand Rapids, Michigan and Buffalo, New York, where our clusters rank third. Our website is www.townsquaremedia.com.

Our primary strategy is to secure and maintain a leadership position in the markets we serve and, when possible, to expand into additional mid-sized markets where we can achieve a leadership position. After we enter a market, we seek to acquire stations that, when integrated with our existing operations, will allow us to reach a wider range of demographic groups that appeal to advertisers, increase revenue and achieve substantial cost savings. Additionally, our advertising pricing on a supply and demand basis, when combined with the added reach of our radio station clusters, allows us to compete successfully for advertising revenue against non-radio competitors such as print media, television, cable and outdoor advertising.

Relative to the largest radio markets in the United States, we believe that the mid-sized markets represent attractive operating environments because they are generally characterized by the following:

• a greater use of radio advertising compared to the national average;

• lower overall susceptibility to fluctuations in general economic conditions due to a lower percentage of national versus local advertising revenues;

• greater growth potential for advertising revenues as national and regional retailers expand into mid-sized markets; and

• less direct format competition due to a smaller number of owners in any given market.

We believe that these operating characteristics, coupled with the opportunity to establish or expand radio station clusters within a specific market, as well as the expansion of our Interactive initiative, create the potential for revenue growth and cost efficiencies.

Our portfolio of radio stations is diversified in terms of geographic location, target demographics and format. We believe that this diversity helps minimize the effects of downturns in specific markets and changes in format preferences.

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Chapter 11 Reorganization

On March 1, 2010 (the “Petition Date”), the Company and its wholly owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware, Case No. 10-10632 (KG). From the period commencing on the Petition Date and through the Effective Date (as defined below), the Debtors operated their businesses and managed their properties as debtors-in-possession subject to the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. The Chapter 11 Cases were jointly administered pursuant to an order of the Bankruptcy Court.

On March 22, 2010 the Debtors filed a First Amended Disclosure Statement and a First Amended Joint Plan of Reorganization with the Bankruptcy Court (the “Plan”). On April 12, 2010, the Bankruptcy Court entered an order confirming the Plan as modified by the Court’s order. On April 27, 2010 (the “Effective Date”) the Debtors satisfied all of the conditions of the Plan and emerged from the Chapter 11 Cases.

The following is a summary of the material terms of the Plan. The Plan provided for, among other things, a restructuring of: (i) approximately $192.6 million of senior indebtedness (excluding post-petition interest) outstanding under the Company’s Credit Agreement, dated as of November 21, 2006, among Regent Broadcasting, LLC, the Company, the lenders party thereto, Bank of America, N.A., as the administrative agent for the lenders, and the other agents party thereto (the “Prepetition Credit Agreement”); and (ii) approximately $12.1 million of indebtedness under interest rate swap agreements entered into in 2006 with Bank of America, N.A., Sun Trust Bank, and Bank of Montreal (the “Swap Agreements”). The Plan further provided for a payment in full of cash for general unsecured claims.

On the Effective Date, all outstanding shares of the Company’s common stock (approximately 42,311,471 shares on April 27, 2010) and all other equity interests were extinguished. Stockholders of record on the Effective Date were entitled to receive a pro rata share of transferred cash under the Plan of $5.5 million, or $0.13 per share, paid as soon as practicable after the Effective Date. In addition, on the Effective Date, the Company issued 100% of its new common stock, as reorganized under the Plan, to U.S. holders of first lien debt claims under the Prepetition Credit Agreement and the Swap Agreements, and warrants to purchase new common stock to non-U.S. holders of such claims, each on a basis pro rata to the amount of their claims.

Further, on the Effective Date, the Company and Regent Broadcasting, LLC (“Borrower”) entered into a Credit Agreement (the “Credit Agreement”) with General Electric Capital Corporation, as administrative agent and collateral agent, GE Capital Markets, Inc., as sole lead arranger and book runner, and a syndicate of certain financial institutions. The Credit Agreement provides for a term loan in an aggregate principal amount of $95,000,000 with a maturity date of April 27, 2014. The Credit Agreement provides for a revolving loan in an aggregate principal amount of up to $2,000,000 with a maturity date of April 27, 2012.

The Credit Agreement is guaranteed by the Company, Regent Broadcasting Management, LLC and all of the direct and indirect subsidiaries of Regent Broadcasting, LLC (collectively, the “Guarantors”). The obligations under the Credit Agreement are secured by a first-priority lien (subject to certain permitted liens and exceptions) on substantially all of the tangible and intangible assets of Borrower and the Guarantors. The Credit Agreement contains customary covenants, which, among other things require Borrower and the Guarantors to meet certain financial tests and limit their ability to: incur indebtedness and liens; make investments; make asset sales; pay dividends or make other restricted payments; engage in mergers or other fundamental changes; enter into transactions with affiliates; and other covenants customary for such a credit facility.

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On the Effective Date, the Company and Borrower also entered into a Subordinated Notes Agreement (the “Subordinated Notes Agreement”) with General Electric Capital Corporation, as subordinated notes agent, and a syndicate of certain financial institutions. The Subordinated Notes Agreement provides for 12% Senior Subordinated PIK Notes in an initial aggregate principal amount of $25,000,000 with a maturity date of October 27, 2014. The entire unpaid principal balance of such subordinated notes shall bear interest at 12% per annum and interest shall only be paid-in-kind by being added to principal.

The Subordinated Notes Agreement is guaranteed by the Company, Regent Broadcasting Management, LLC and all of the direct and indirect subsidiaries of Borrower. The Subordinated Notes Agreement contains customary covenants, which, among other things limit the ability of Regent Communications, Inc., Regent Broadcasting, LLC and their direct and indirect subsidiaries to incur indebtedness and liens; make investments; make asset sales; pay dividends or make other restricted payments; engage in mergers or other fundamental changes; enter into transactions with affiliates; and contains other customary covenants.

On April 28, 2010, the Company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. The Amended and Restated Certificate of Incorporation reduced the number of shares of stock which the Company is authorized to issue from 65,000,000 shares of new common stock, par value $0.01 per share to 1,000 shares of new common stock, par value $0.01 per share. The holders of the new common stock and warrants to purchase new common stock issued to them on the Effective Date exchanged those securities for interests in a new entity, Regent Holdings LLC, and Regent Holdings LLC became the sole owner of the new common stock of the Company.

On May 3, 2010, the Company further amended its Certificate of Incorporation to change its name from Regent Communications, Inc. to Townsquare Media, Inc.

FCC Licenses Post Reorganization

The consent of the FCC is required for the transfer of FCC licenses from the holders of those licenses as debtors-in-possession under the U.S. Bankruptcy Code to the reorganized entity upon emergence from bankruptcy proceedings. Such consent must be sought on a so-called “long form” application, and generally must be obtained prior to the licensee entity emerging from bankruptcy. In order to expedite the process of emergence, the Company filed so called “short form” applications with the FCC to seek consent for the assignment of our FCC licenses to a trust established to hold those licenses. A short form application is not subject to formal petitions to deny by third parties, and can be approved by the FCC on a more expedited basis than can a long form application.

The FCC granted our short form applications in April 2010, and on the Effective Date our FCC licenses, together with certain related assets, were assigned to the trust. At the same time we filed the short form applications, we also filed long form applications requesting FCC consent to the assignment of the FCC licenses to the Company following the Effective Date. The period during which formal petitions to deny may be filed against those applications has passed and we are not aware that any such petitions have been filed. Assuming that those long form applications are granted, we intend then to assign the FCC licenses from the trust to the Company. During the interim period, while the FCC licenses are held by the trust, the Company operates its radio stations pursuant to a time brokerage agreement with the trust. The trust is governed by a trust agreement with the Company, and the Company is the beneficiary of the trust. The trust is also under the continuing oversight of the U.S. Bankruptcy Court.

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At the time the FCC licenses are assigned from the trust to the Company, two stations, KARS-FM in the Ft. Collins-Greeley, CO market, and KPEL-FM in the Lafayette, LA market, will be required to be divested to comply with FCC ownership rules. We have filed long form applications with the FCC to assign the licenses for those stations to a divestiture trust, which will hold and dispose of the assets of those stations for the benefit of the Company. The period during which formal petitions to deny may be filed with the FCC against those applications has passed and we are not aware that any such petitions have been filed.

Delisting of our Common Stock

At the close of trading on January 7, 2010, shares of our Common Stock were delisted from trading on The NASDAQ Global Market due to failure to maintain a closing bid price of at least $1.00 per share over 20 continuous trading days prior to such date.

Operating Strategy

Our operating strategy focuses on maximizing our radio stations’ appeal to listeners and advertisers and, consequently, increasing our revenue and station operating income. To achieve these goals, we have implemented the following strategies:

Ownership of Strong Radio Station Clusters. We seek to secure and maintain a leadership position in the markets we serve by owning multiple stations in those markets. By coordinating programming, promotional and sales strategies within each local station cluster, we attempt to capture a wider range of demographic listeners to appeal to advertisers. We believe that the diversification of our programming formats and inventory of available advertising time strengthens relationships with advertisers, increasing our ability to maximize the value of our inventory. Operating multiple stations in a market enhances our ability to market the advantages of advertising on radio versus other media, such as newspapers and television.

Our ability to utilize the existing programming and sales resources of our radio station clusters enhances the growth potential of both new and underperforming stations while reducing the risks associated with the implementation of station performance improvements, such as new format launches. We believe that operating leading station clusters allows us to attract and retain talented local personnel, who are essential to our operating success. Furthermore, we seek to achieve cost savings within a market through the consolidation of facilities, sales and administrative personnel, management and operating resources, such as on-air talent, programming and music research, and the reduction of other redundant expenses.

Aggressive Sales and Marketing. We seek to maximize our share of local radio advertising revenue in each of our markets through aggressive sales and marketing initiatives. We provide extensive training through in-house sales and time management programs and independent consultants who hold frequent seminars and are available for consultation with our sales personnel. We emphasize regular, informal exchanges of ideas among our management and sales personnel across our various markets. We seek to maximize our revenue by utilizing sophisticated inventory management and pricing techniques to provide our sales personnel with frequent price adjustments based on regional and local market conditions. We further strengthen our relationship with some advertisers by offering the ability to create customer traffic through an on-site event staged at, and broadcast from, the advertiser’s business location. Prior to their acquisition, many of our acquired stations had underperformed in sales, due primarily to undersized sales staffs, inadequate training and lack of management oversight. Accordingly, we significantly expanded the sales forces of many of our acquired stations and instituted processes to increase awareness of and accountability for the achievement of established goals.

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Cross-platform Sales. We believe the internet will be very beneficial to us as we continue to develop and rapidly expand our Interactive initiatives. To take advantage of the growth in internet advertising revenue, we are focusing on leveraging our strong radio station brands by selling internet advertising to existing radio advertising clients. This advertising can be either audio commercials running only on the online stream of our over-the-air broadcast, or advertising and sponsorships on our radio station websites. Additionally, we have begun selling internet advertising to advertisers who are not currently radio clients. Following a successful internet advertising campaign, these advertisers have a greater chance to be converted to radio clients. Thus, our focus on cross-platform sales not only provides additional advertising opportunities for our clients and additional revenue channels for Regent, but also provides additional opportunities to increase radio advertising revenue.

Targeted Programming and Promotion. To maintain or improve our position in each market, we combine ongoing market research with an assessment of our competitors’ vulnerabilities in order to identify significant and sustainable target audiences. We then tailor the programming, marketing and promotion of each radio station to maximize its appeal to the targeted audience. We attempt to build strong markets by:

• creating distinct content and highly visible profiles for our on-air personalities;

• utilizing market research to formulate recognizable brand names for select stations; and

• supporting localism through active participation in community events and charities.

Decentralized Operations. We believe that radio is primarily a local business and that much of our success will be the result of the efforts of regional and local management and staff. Accordingly, we decentralize much of our operations at these levels. Each of our station clusters is managed by a team of experienced broadcasters who understand the musical tastes, demographics and competitive opportunities of their particular market. Local managers are responsible for preparing annual operating budgets and a portion of their compensation is linked to meeting or surpassing their operating targets. Corporate management approves each station cluster’s annual operating budget and imposes strict financial reporting requirements to track station performance. Corporate management is responsible for long range planning, establishing corporate policies and serving as a resource to local management.

Active Cost Management. On an ongoing basis, corporate and market-level management monitor costs incurred in the operation of our broadcast markets. This oversight allows the Company to respond quickly to changes in national and local economic conditions, and to evaluate potential cost savings within each station cluster and implement appropriate cost control measures to optimize station operating performance.

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Acquisition Strategy

Historically, our acquisition strategy has focused on expanding within our existing markets and entering into new mid-sized markets where we believe we can effectively execute our operating strategies. Although competition exists among potential purchasers for suitable radio station acquisitions throughout the United States, we believe that there is currently less competition in mid-sized markets, particularly since there is evidence that two other public mid-market consolidators have changed their focus to major markets. We integrate acquired stations into our existing operations in an effort to achieve operational cost savings. We have sold or will sell stations in different markets that did not or do not fit within our existing acquisition strategy. We may continue to evaluate opportunities to acquire suitable broadcast targets at acceptable prices in the future.

We believe that the creation of strong station clusters in our local markets is essential to our operating success. In evaluating an acquisition opportunity in a new market, we assess our potential to build a leading radio station cluster in that market over time. We will not consider entering a new market unless we can acquire multiple stations in that market. We also analyze a number of additional factors we believe are important to success, including the number and quality of commercial radio signals broadcasting in the market, the nature of the competition in the market, our ability to improve the operating performance of the radio station or stations under consideration and the general economic conditions of the market.

We believe that our acquisition strategy, properly implemented, affords a number of benefits, including:

• greater revenue and station operating income diversity;

• improved station operating income through the consolidation of facilities and the elimination of redundant expenses;

• enhanced revenue by offering advertisers a broader range of advertising packages;

• improved negotiating leverage with various key vendors;

• enhanced appeal to top industry management talent; and

• increased overall scale, which should facilitate our capital raising activities.

We have developed a process for integrating newly acquired properties into our overall culture and operating philosophy, which involves the following key elements:

• assess format quality and effectiveness so that we can refine or change station formats in order to increase audience and revenue share;

• upgrade transmission, audio processing and studio facilities;

• expand and strengthen sales staff through active recruiting and in-depth training;

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• convert acquired stations to our communications network and centralized networked accounting system; and

• establish revenue and expense budgets consistent with the programming and sales strategy and corresponding cost adjustments.

From time to time, in compliance with applicable law, we may enter into time brokerage agreements or local marketing agreements (under which separately owned and licensed stations agree to function cooperatively in terms of programming, advertising, sales and other matters), or similar arrangements, with a target property prior to final Federal Communications Commission (“FCC”) approval and the consummation of the acquisition, in order to gain a head start on the integration process.

We did not acquire or divest any of our radio stations during 2009 due to the recession and the overall decline in advertising revenues for radio stations generally and due to our default under our credit facility as of March 31, 2009, which substantially restricted our ability to make any acquisitions.

Station Portfolio

We currently own and operate 49 FM and 13 AM radio stations in 13 mid-sized markets. The following table sets forth information about the stations that we owned or operated at December 31, 2009.

As you review the information in the table below, you should note the following:

• The abbreviation “MSA” in the table means the market’s rank among the largest metropolitan statistical areas in the United States.

• The abbreviation “REV” in the table means the ranking of the market by BIAfn’s estimate of 2009 market gross radio advertising revenues in the United States.

• In the Primary Demographic Target column, the letter “A” designates adults, the letter “W” designates women and the letter “M” designates men. The numbers following each letter designate the range of ages included within the demographic group.

• Station Cluster Rank by Market Revenue Share in the table is the ranking, by radio cluster market revenue, of each of our radio clusters in its market among all other radio clusters in that market.

• We obtained all metropolitan statistical area rank information, market revenue information and station cluster market rank information for all of our markets from Investing in Radio 2009 Market Report, published by BIA Publications, Inc.

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• We obtained all audience share information from the Fall 2009 Radio Market Report published by The Arbitron Company, the radio broadcast industry’s principal ratings service. We derived station cluster audience share based on persons ages 12 and over, listening Monday through Sunday, 6:00 a.m. to 12:00 midnight.

• N/A indicates the market has no MSA rank and is not rated by Arbitron.

					Station
					Cluster	Station
					Rank by	Cluster
			Station	Primary	Market	12+
Radio Market/	MSA	REV	Programming	Demographic	Revenue	Audience
Station Call Letters	Rank	Rank	Format	Target	Share	Share
Albany, NY	63	58			3		16.0
WQBJ-FM			Adult Oriented Rock	M 18-49
WQBK-FM			Adult Oriented Rock	M 18-49
WBZZ-FM			Adult Contemporary	W 25-54
WGNA-FM			Country	A 25-54
WTMM-FM			Sports/Talk	M 25+
Bloomington, IL	241	185			1		27.8
WJBC-AM			News/Talk	A 35-54
WBNQ-FM			Hot Adult Contemporary	W 25-54
WBWN-FM			Country	A 25-54
WJBC-FM			News/Talk	A 35-54
WJEZ-FM			Adult Contemporary	W 25-54
Buffalo, NY	52	41			3		24.7
WYRK-FM			Country	A 25-54
WJYE-FM			Adult Contemporary	W 25-54
WBUF-FM			JACK Adult Hits	A 18-34
WBLK-FM			Urban AC	A 25-54
El Paso, TX	76	74			2		12.6
KSII-FM			Hot Adult Contemporary	W 18-49
KLAQ-FM			Rock	M 18-49
KROD-AM			News/Talk	A 35+
Evansville, IN	163	129			2		34.0
WKDQ-FM			Country	A 25-54
WJLT-FM			Oldies	A 35+
WDKS-FM			CHR	A 18-34
WGBF-FM			Active Rock	M 18-49
WGBF-AM			News/Talk	A 35+
Flint, MI	127	126			1		20.4
WCRZ-FM			Adult Contemporary	W 25-54
WWBN-FM			Active Rock	M 18-34
WFNT-AM			Adult Standards	A 35+
WRCL-FM			Rhythmic CHR	A 18-34
WQUS-FM			Classic Rock	A 25-54
WLCO-AM			Classic Country	A 35+
Ft. Collins-Greeley, CO.	120	158			1		15.6
KUAD-FM			Country	A 25-54
KTRR-FM			Adult Contemporary	W 25-54
KMAX-FM			Classic Hits	A 25-54
KKPL-FM			Hot AC	W 18-49
KARS-FM			Classic Rock	A 25-54

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					Station
					Cluster	Station
					Rank by	Cluster
			Station	Primary	Market	12+
Radio Market/	MSA	REV	Programming	Demographic	Revenue	Audience
Station Call Letters	Rank	Rank	Format	Target	Share	Share
Grand Rapids, MI	67	66			3		17.0
WLHT-FM			Adult Contemporary	W 25-54
WGRD-FM			New Rock	M 18-49
WTRV-FM			Soft Adult Contemporary	W 35+
WNWZ-AM			Spanish	A 25-54
WFGR-FM			Classic Hits	A 35+
Lafayette, LA	105	95			1		28.4
KPEL-FM			News/Talk	A 35+
KTDY-FM			Adult Contemporary	W 25-54
KHXT-FM			Rhythmic CHR	A 18-34
KFTE-FM			Alternative	M 18-34
KMDL-FM			Country	A 25-54
KPEL-AM			Sports	M 35+
KROF-AM			Oldies	A 35+
Owensboro, KY	N/A	N/A			N/A		N/A
WOMI-AM			News/Talk	A 35+
WBKR-FM			Country	A 25-54
Peoria, IL	152	122			2		23.2
WVEL-AM			Gospel	A 35+
WGLO-FM			Classic Rock	M 25-54
WIXO-FM			Active Rock	A 18-34
WZPW-FM			Rhythmic CHR	A 18-34
WFYR-FM			Country	A 25-54
St. Cloud, MN	216	172			2		30.1
KMXK-FM			Hot Adult Contemporary	W 18-49
WWJO-FM			Country	A 25-54
WJON-AM			News/Talk	A 35+
KLZZ-FM			Classic Rock	M 25-54
KZRV-FM			Active Rock	M 18-34
KXSS-AM			Sports	M 35+
Utica-Rome, NY	164	209			1		37.4
WODZ-FM			Oldies	A 35+
WLZW-FM			Adult Contemporary	W 25-54
WFRG-FM			Country	A 25-54
WIBX-AM			News/Talk	A 35+

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Advertising Sales

The majority of our revenue is generated from the sale of local, regional and national advertising for broadcast on our radio stations. In 2009, approximately 88% of our net broadcast revenue was generated from the sale of locally driven advertising. Additional broadcast revenue is generated from the sale of national advertising, network compensation payments and other miscellaneous transactions, including our Interactive initiative, which focuses on generating advertising revenues via the internet. The major categories of our advertisers include automotive, retail, telecommunications and entertainment.

Each station’s local sales staff solicits advertising either directly from the local advertiser or indirectly through an advertising agency. We pay a higher commission rate to our sales staff for direct advertising sales. Through direct advertiser relationships, we can better understand the advertiser’s business needs and more effectively design advertising campaigns to sell the advertiser’s products. We employ personnel in each of our markets to produce commercials for the advertiser. In-house production combined with effectively designed advertising establishes a stronger relationship between the advertiser and the station cluster. National sales are made by a firm specializing in radio advertising sales on the national level in exchange for a commission based on net revenue. Regional sales, which we define as sales in regions surrounding our markets to companies that advertise in our markets, are generally made by our local sales staff.

Depending on the programming format of a particular station, we estimate the optimum number of advertising spots available. The number of advertisements that can be broadcast without jeopardizing listening levels is limited in part by the format of a particular station and by the volume of advertisements being run on competing stations in the local market. Our stations strive to maximize revenue by managing advertising inventory. Our stations adjust pricing based on local market conditions and the ability to provide advertisers with an effective means of reaching a targeted demographic group. Each of our stations has a general target level of on-air inventory. This target level of inventory may be different at different times of the day but tends to remain stable over time. Much of our selling activity is based on demand for our radio stations’ on-air inventory and, in general, we respond to this demand by varying prices rather than our target inventory level for a particular station. Therefore, most changes in revenue can be explained by demand-driven pricing changes.

A station’s listenership is reflected in ratings surveys that estimate the number of listeners tuned to the station and the time they spend listening. Each station’s ratings are used by its advertisers and advertising representatives to consider advertising with the station and are used by us to chart audience levels, set advertising rates and adjust programming. The radio broadcast industry’s principal ratings service is The Arbitron Company, which publishes periodic ratings surveys for significant domestic radio markets. These surveys are our primary source of audience ratings data.

We believe that radio is one of the most efficient and cost-effective means for advertisers to reach specific demographic groups. Advertising rates charged by radio stations are based primarily on the following:

• the supply of, and demand for, radio advertising time;

• a station’s share of audiences in the demographic groups targeted by advertisers, as measured by ratings surveys estimating the number of listeners tuned to the station at various times; and

• the number of stations in the market competing for the same demographic groups.

Rates are generally highest during morning and afternoon commuting hours.

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Competition

The radio broadcasting industry is highly competitive. The success of each station depends largely upon audience ratings and its share of the overall advertising revenue within its market. Stations compete for listeners and advertising revenue directly with other radio stations within their respective markets. Radio stations compete for listeners primarily on the basis of program content that appeals to a particular demographic group. Building a strong listener base consisting of a specific demographic group in a market enables an operator to attract advertisers seeking to reach those listeners. Companies that operate radio stations must be alert to the possibility of another station changing format to compete directly for listeners and advertisers. A station’s decision to convert to a format similar to that of another radio station in the same geographic area may result in lower ratings and advertising revenue, increased promotion and other expenses and, consequently, lower station operating income.

Factors that are material to a radio station’s competitive position include management experience, the station’s local audience rank in its market, transmitter power, assigned frequency, audience characteristics, local program acceptance and the number and characteristics of other radio stations in the market area. Management believes that radio stations that elect to take advantage of joint arrangements such as local marketing agreements, time brokerage agreements, or joint sales agreements, may in certain circumstances have lower operating costs and may be able to offer advertisers more attractive rates and services.

Although the radio broadcasting industry is highly competitive, some barriers to entry exist. The operation of a radio broadcast station requires a license from the FCC, and the number of radio stations that can operate in a given market is limited by the availability of FM and AM radio frequencies allotted by the FCC to communities in that market, as well as by the FCC’s rules and policies regulating the number of stations that may be owned or controlled by a single entity. A summary of certain of those rules and policies can be found under the heading Federal Regulation of Radio Broadcasting below.

Our stations compete for advertising revenue with other stations and with other media, including newspapers, broadcast television, cable television, magazines, direct mail, coupons and outdoor advertising. The radio broadcasting industry also is subject to competition from newer media technologies, such as the delivery of audio programming by cable or direct broadcast satellite television systems, by satellite-delivered digital audio radio service and by in-band digital audio broadcasting. A provider of satellite-delivered digital audio broadcasting delivers to nationwide and regional audiences, multi-channel, multi-format, digital radio services with sound quality equivalent to compact discs. Furthermore, terrestrial in-band digital audio broadcasting delivers multi-channel, multi-format programming in the same bands used by AM and FM broadcasters. The delivery of information through the internet also could become a significant form of competition, as could the development of non-commercial low-power FM radio stations that serve small, localized areas. We are currently focused on leveraging our strong radio brands to promote growth in our internet-based initiatives.

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We cannot predict what additional new services or other regulatory matters might be considered in the future by the FCC, nor assess in advance what impact those proposals or changes might have on our business. The radio broadcasting industry historically has grown despite the introduction of new technologies for the delivery of entertainment and information. A growing population and greater availability of radios, particularly car and portable radios, have contributed to this growth. There can be no assurances, however, that this historical growth will continue.

Employees

At April 27, 2010, we employed approximately 829 persons. None of our employees are covered by collective bargaining agreements. We consider our relations with our employees generally to be good.

Federal Regulation of Radio Broadcasting

Introduction. The radio broadcasting industry is subject to extensive and changing regulation of, among other things, program content, advertising content, technical operations and business and employment practices. Our ownership, operation, purchase and sale of radio stations is regulated by the FCC, which acts under authority derived from the Communications Act of 1934, as amended. Among other things, the FCC:

• assigns frequency bands for broadcasting;

• determines the particular frequencies, locations, operating powers and other technical parameters of stations;

• issues, renews, revokes, conditions and modifies station licenses;

• determines whether to approve changes in ownership or control of station licenses;

• regulates equipment used by stations; and

• adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment practices of stations.

The following is a brief summary of certain provisions of the Communications Act and of specific FCC regulations and policies. Failure to observe these or other rules and policies can result in the imposition of various sanctions, including fines, the grant of abbreviated license renewal terms or, for particularly egregious violations, the denial of a license renewal application, the revocation of a license or the denial of FCC consent to acquire additional radio stations. The summary is not a comprehensive listing of all of the regulations and policies affecting radio stations. For further information concerning the nature and extent of federal regulation of radio stations, you should refer to the Communications Act, FCC rules and FCC public notices and rulings.

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License Grant and Renewal. Radio stations operate under renewable broadcasting licenses that are ordinarily granted by the FCC for maximum terms of eight years. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is pending. During the periods when renewal applications are pending, petitions to deny license renewals can be filed by interested parties, including members of the public. The FCC is required to hold hearings on a station’s renewal application if a substantial or material question of fact exists as to whether the station has served the public interest, convenience and necessity. If, as a result of an evidentiary hearing, the FCC determines that the licensee has failed to meet certain requirements and that no mitigating factors justify the imposition of a lesser sanction, then the FCC may deny a license renewal application. Historically, FCC licenses have generally been renewed. We are not currently aware of any facts that we anticipate would prevent the renewal of any of our licenses to operate our radio stations, although we cannot assure you that all of our licenses will be renewed.

The FCC classifies each AM and FM station. An AM station operates on either a clear channel, regional channel or local channel. A clear channel is one on which AM stations are assigned to serve wide areas. Clear channel AM stations are classified as either: Class A stations, which operate on an unlimited time basis and are designed to render primary and secondary service over an extended area; Class B stations, which operate on an unlimited time basis and are designed to render service only over a primary service area; or Class D stations, which operate either during daytime hours only, during limited times only or on an unlimited time basis with low nighttime power. A regional channel is one on which Class B and Class D AM stations may operate and serve primarily a principal center of population and the rural areas contiguous to it. A local channel is one on which AM stations operate on an unlimited time basis and serve primarily a community and the suburban and rural areas immediately contiguous thereto. Class C AM stations operate on a local channel and are designed to render service only over a primary service area that may be reduced as a consequence of interference.

The minimum and maximum facilities requirements for an FM station — and therefore the size of the area its signal will serve — are determined by its class. FM class designations depend upon the geographic zone in which the transmitter of the FM station is located. In general, commercial FM stations are classified as follows, in order of increasing power and antenna height: Class A, B1, C3, B, C2, C1, C0 and C. In addition, the FCC under certain circumstances subjects Class C FM stations that do not satisfy a certain antenna height requirement to an involuntary downgrade in class to Class C0.

The following table sets forth the market, call letters, FCC license classification, antenna height above average terrain (HAAT), power and frequency of each of the stations that are owned or operated by us, and the date on which each station’s FCC license expires. Pursuant to FCC rules and regulations, many AM radio stations are licensed to operate at a reduced power during the nighttime broadcasting hours, which can result in reducing the radio station’s coverage during the nighttime hours of operation. Both daytime and nighttime power ratings are shown, where applicable. For FM stations, the maximum effective radiated power in the main lobe is given.

								Expiration
								Date of
	Station Call	FCC	HAAT in		Power in			FCC
Market	Letters	Class	Meters		Kilowatts		Frequency	License
Albany, NY	WQBJ-FM	B		150		50.0	103.5 MHz	06/01/14
	WQBK-FM	A		92		6.0	103.9 MHz	06/01/14
	WBZZ-FM	B1		187		7.1	105.7 MHz	06/01/14
	WGNA-FM	B		300		12.5	107.7 MHz	06/01/14
	WTMM-FM	A		107		5.0	104.5 MHz	06/01/14

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								Expiration
								Date of
	Station Call	FCC	HAAT in		Power in			FCC
Market	Letters	Class	Meters		Kilowatts		Frequency	License
Bloomington, IL	WJBC-AM	C		N/A		1.0	1230 kHz	12/01/12
	WBNQ-FM	B		142		50.0	101.5 MHz	12/01/12
	WBWN-FM	B1		100		25.0	104.1 MHz	12/01/12
	WJBC-FM	B1		144		12.0	93.7 MHz	12/01/12
	WJEZ-FM	A		149		1.3	98.9 MHz	12/01/12
Buffalo, NY	WYRK-FM	B		142		50.0	106.5 MHz	06/01/14
	WJYE-FM	B		154		47.0	96.1 MHz	06/01/14
	WBUF-FM	B		195		76.0	92.9 MHz	06/01/14
	WBLK-FM	B		154		47.0	93.7 MHz	06/01/14
El Paso, TX	KSII-FM	C		433		100.0	93.1 MHz	08/01/13
	KLAQ-FM	C		424		100.0	95.5 MHz	08/01/13
	KROD-AM	B		N/A		5.0	600 kHz	08/01/13
Evansville, IN	WKDQ-FM	C		300		100.0	99.5 MHz	08/01/12
	WDKS-FM	A		100		6.0	106.1 MHz	08/01/12
	WJLT-FM	B		150		50.0	105.3 MHz	08/01/12
	WGBF-FM	A		138		3.2	103.1 MHz	08/01/12
	WGBF-AM	B		N/A	5.0 daytime 1.0 night		1280 kHz	08/01/12
Flint, MI	WCRZ-FM	B		101		50.0	107.9 MHz	10/01/12
	WWBN-FM	A		149		1.8	101.5 MHz	10/01/12
	WFNT-AM	B		N/A	5.0 daytime 1.0 night		1470 kHz	10/01/12
	WRCL-FM	A		133	3.5		93.7 MHz	10/01/12
	WQUS-FM	A		91		3.0	103.1 MHz	10/01/12
	WLCO-AM	B		N/A		5.0 daytime	1530 kHz	10/01/12
Ft. Collins-Greeley, CO	KUAD-FM	C1		255		100.0	99.1 MHz	04/01/13
	KTRR-FM	C2		234		17.0	102.5 MHz	04/01/13
	KMAX-FM	C3		168		8.7	94.3 MHz	04/01/13
	KKPL-FM	C2		150		50.0	99.9 MHz	10/01/13
	KARS-FM1	C		372		100.0	102.9 MHz	10/01/13

¹ Upon consummation of the assignment of the licenses from the trust which currently holds them to the Company, the license and assets for this station will be divested to a divestiture trust for eventual sale.

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									Expiration
									Date of
	Station Call	FCC		HAAT in		Power in			FCC
Market	Letters	Class		Meters		Kilowatts		Frequency	License
Grand Rapids, MI	WLHT-FM		B		168		40.0	95.7 MHz		10/01/12
	WGRD -FM		B		180		13.0	97.9 MHz		10/01/12
	WTRV-FM		A		92		3.5	100.5 MHz		10/01/12
	WNWZ -AM		D		N/A	1.0 daytime .048 night		1410 kHz		10/01/12
	WFGR-FM		A		150	2.75		98.7 MHz		10/01/12
Lafayette, LA	KMDL-FM		C2		171		38.0	97.3 MHz		06/01/12
	KHXT-FM		C1		263		100.0	107.9 MHz		06/01/12
	KFTE-FM		C2		163		42.0	96.5 MHz		06/01/12
	KTDY-FM		C		300		100.0	99.9 MHz		06/01/12
	KPEL-FM2		C3		89		25.0	105.1 MHz		06/01/12
	KPEL-AM		B		N/A	1.0 daytime		1420 kHz		06/01/12
						0.75 night
	KROF-AM		D		N/A	1.0 daytime		960 kHz		06/01/12
						.095 night
Owensboro, KY	WOMI-AM		C		N/A		0.83	1490 kHz		08/01/12
	WBKR-FM		C		320		91.0	92.5 MHz		08/01/12
Peoria, IL	WGLO-FM		B1		189		7.0	95.5 MHz		12/01/12
	WZPW-FM		B1		114		19.0	92.3 MHz		12/01/12
	WVEL-AM		D		N/A	5.0 daytime		1140 kHz		12/01/12
	WFYR-FM		B1		103		23.5	97.3 MHz		12/01/12
	WIXO-FM		B		169		32.0	105.7 MHz		12/01/12
St. Cloud, MN	KMXK-FM		C2		150		50.0	94.9 MHz		04/01/13
	WJON-AM		C		N/A		1.0	1240 kHz		04/01/13
	WWJO-FM		C		305		100.0	98.1 MHz		04/01/13
	KZRV-FM		C2		138		50.0	96.7 MHz		04/01/13
	KLZZ-FM		C3		126		9.0	103.7 MHz		04/01/13
	KXSS-AM		B		N/A	2.5 daytime		1390 kHz		04/01/13
						1.0 night
Utica-Rome, NY	WODZ-FM		B1		184		7.4	96.1 MHz		06/01/14
	WLZW-FM		B		201		25.0	98.7 MHz		06/01/14
	WFRG-FM		B		151		100.0	104.3 MHz		06/01/14
	WIBX-AM		B		N/A		5.0	950 kHz		06/01/14

² Upon consummation of the assignment of the licenses from the trust which currently holds them to the Company, the license and assets for this station will be divested to a divestiture trust for eventual sale.

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Transfers or Assignment of Licenses. The Communications Act prohibits the assignment or transfer of a broadcast license without the prior approval of the FCC. In determining whether to grant approval, the FCC considers a number of factors pertaining to the licensee and proposed licensee, including:

• compliance with the various rules limiting common ownership of media properties in a given market;

• the character of the licensee and those persons holding attributable interests in the licensee; and

• compliance with the Communications Act’s limitations on alien ownership as well as compliance with other FCC regulations and policies.

To obtain FCC consent to assign or transfer control of a broadcast license, appropriate applications must be filed with the FCC. If the application involves a substantial change in ownership or control, the application must be placed on public notice for not less than 30 days during which time petitions to deny or other objections against the application may be filed by interested parties, including members of the public. Once the FCC grants an application, interested parties may seek reconsideration of that grant for 30 days, after which time the FCC may for another ten days reconsider the grant on its own motion. These types of petitions are filed from time to time with respect to proposed acquisitions. Informal objections to assignment and transfer of control applications may be filed at any time up until the FCC acts on the application. If the application does not involve a substantial change in ownership or control, it is a pro forma application. The pro forma application is nevertheless subject to having informal objections filed against it. When passing on an assignment or transfer application, the FCC is prohibited from considering whether the public interest might be served by an assignment or transfer of the broadcast license to any party other than the assignee or transferee specified in the application.

Multiple Ownership Rules. The Communications Act and FCC rules impose specific limits on the number of commercial radio stations an entity can own in a single market, as well as the combination of radio stations, television stations and newspapers that any entity can own in a single market. The radio multiple-ownership rules may preclude us from acquiring certain stations we might otherwise seek to acquire. The ownership rules also effectively prevent us from selling stations in a market to a buyer that has reached its ownership limit in the market unless that buyer divests other stations. The local radio ownership rules are as follows:

• in markets with 45 or more radio stations, ownership is limited to eight commercial stations, no more than five of which can be either AM or FM;

• in markets with 30 to 44 radio stations, ownership is limited to seven commercial stations, no more than four of which can be either AM or FM;

• in markets with 15 to 29 radio stations, ownership is limited to six commercial stations, no more than four of which can be either AM or FM; and

• in markets with 14 or fewer radio stations, ownership is limited to five commercial stations or no more than 50.0% of the market’s total, whichever is lower, and no more than three of which can be either AM or FM.

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In 2003, the FCC changed the methodology by which it defines a particular radio market and counts stations to determine compliance with the radio multiple ownership restrictions. Those new rules generally result in parties being able to own fewer radio stations in Arbitron-rated markets than was the case under the previous rules. The FCC’s new rules also provide that parties who own groups of radio stations that comply with the previous multiple ownership rules, but do not comply with the new rules, will be allowed to retain those groups on a “grandfathered” basis, but will not be allowed to transfer or assign those groups intact unless such transfer or assignment is to certain eligible “small businesses,” or to a buyer which commits to transfer the excess stations in the group to a small business, either directly or through a trust, within one year after the acquisition. As a result of these rules, the Company ultimately will be required to divest an FM station in each of the Ft. Collins-Greeley, CO and Lafayette, LA markets. In June 2004, the United States Court of Appeals for the Third Circuit remanded to the FCC for further justification or modification the FCC’s decision to retain the numerical limits on local radio ownership set forth above. In July 2006, the FCC released a Further Notice of Proposed Rulemaking (the “FNPRM”) seeking public comment on, among other things, how the FCC should address the Court’s concerns regarding those numerical limits. Pending action on such remand, the FCC has continued to apply the numerical limits set forth above.

In addition to limits on the number of radio stations that a single owner may own in a particular geographic market, the FCC also has cross-ownership rules that limit or prohibit radio station ownership by the owner of television stations or a newspaper in the same market. The FCC’s radio/television cross-ownership rules permit a single owner to own up to two television stations, consistent with the FCC’s rules on common ownership of television stations, together with one radio station in all markets. In addition, an owner will be permitted to own additional radio stations, not to exceed the local radio ownership limits for the market, as follows:

• in markets where 20 media voices will remain after the consummation of the proposed transaction, an owner may own an additional five radio stations, or, if the owner only has one television station, an additional six radio stations; and

• in markets where ten media voices will remain after the consummation of the proposed transaction, an owner may own an additional three radio stations.

A media voice includes each independently-owned, full power television and radio station and each daily newspaper, plus one voice for all cable television systems operating in the market.

In addition to the limits on the number of radio stations and radio/television combinations that a single owner may own, the FCC generally prohibits common ownership of a broadcast station and a daily newspaper in the same geographic market. However, a party generally is permitted to own one major newspaper and one radio station in a market which is among the 20 largest television markets in the United States. In addition, newspaper-radio cross ownership may be permitted in certain cases involving a failed or failing newspaper or station.

As part of its 2003 order on broadcast ownership, the FCC adopted new rules which would eliminate television-radio cross ownership restrictions in markets with four or more television stations. Under these new rules, cross ownership among radio and television stations would not be permitted in markets with fewer than four television stations and would not be restricted in markets with nine or more television stations. The Third Circuit Court of Appeals has remanded certain aspects of these rules to the FCC for further justification or modification, and these new rules have been stayed by the Court pending the Court’s review of the FCC’s action on remand. In the July 2006 FNPRM, the FCC sought comment on how to address the issues regarding cross ownership that were remanded by the Court. In the meantime, the FCC has continued to apply its previous rules regarding cross ownership.

The FCC generally applies its ownership limits to attributable interests held by an individual, corporation, partnership or other association. In the case of corporations directly or indirectly controlling broadcast licenses, the interests of officers, directors, and those who, directly or indirectly, have the right to vote 5.0% or more of the corporation’s voting stock are generally attributable. However, certain passive investors are attributable if they hold 20.0% or more of the corporation’s voting stock. In addition, the interests of minority shareholders in a corporation generally are not attributable if a single entity or individual holds 50% or more of that corporation’s voting stock.

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The FCC also has a rule, known as the equity-debt-plus rule, which causes certain creditors or investors to be attributable owners of a station. Under this rule, a major programming supplier or a same-market owner will be an attributable owner of a station if the supplier or owner holds debt or equity, or both, in the station that is greater than 33.0% of the value of the station’s total debt plus equity. A major programming supplier includes any programming supplier that provides more than 15.0% of the station’s weekly programming hours. A same-market owner includes any attributable owner of a media company, including broadcast stations, cable television, and newspapers, located in the same market as the station, but only if the owner is attributable under an FCC attribution rule other than the equity-debt-plus rule. The attribution rules limit the number of radio stations we may acquire or own in any market (and may also limit the ability of certain potential buyers of stations owned by us from being able to purchase some or all of the stations which they might otherwise wish to purchase from us).

Alien Ownership Rules. The Communications Act prohibits the issuance or holding of broadcast licenses by persons who are not U.S. citizens, whom the FCC rules refer to as “aliens,” including any corporation if more than 20.0% of its capital stock is owned or voted by aliens. In addition, the FCC may prohibit any corporation from holding a broadcast license if the corporation is controlled by any other corporation of which more than 25.0% of the capital stock is owned of record or voted by aliens, if the FCC finds that the prohibition is in the public interest.

Time Brokerage. It is not uncommon for radio stations to enter into what are commonly referred to as time brokerage agreements or local marketing agreements. While these agreements may take varying forms, under a typical time brokerage agreement, separately-owned and licensed radio stations agree to enter into cooperative arrangements of varying sorts, subject to compliance with the requirements of antitrust laws and with the FCC’s rules and policies. Under these arrangements, separately-owned stations could agree to function cooperatively in programming, advertising sales and similar matters, subject to the requirement that the licensee of each station maintain independent control over the programming and operations of its own station. One typical type of time brokerage agreement is a programming agreement between two separately-owned radio stations serving a common service area, whereby the licensee of one station provides substantial portions of the broadcast programming for airing on the other licensee’s station, subject to ultimate editorial and other controls being exercised by the latter licensee, and sells advertising time during those program segments.

The FCC’s rules provide that a radio station that brokers more than 15.0% of the weekly broadcast time on another station serving the same market will be considered to have an attributable ownership interest in the brokered station for purposes of the FCC’s multiple ownership rules. As a result, in a market where we own a radio station, we would not be permitted to enter into a time brokerage agreement with another local radio station in the same market if we could not own the brokered station under the multiple ownership rules, unless our programming on the brokered station constituted 15.0% or less of the brokered station’s programming time on a weekly basis. FCC rules also prohibit a broadcast station from duplicating more than 25.0% of its programming on another station in the same broadcast service (i.e., AM-AM or FM-FM), either through common ownership of the two stations or through a time brokerage agreement where the brokered and brokering stations which it owns or programs serve substantially the same area.

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Radio stations may also enter into what are commonly known as joint sales agreements. In a typical joint sales agreement, separately owned and licensed stations agree to enter into cooperative arrangements involving the sale of advertising time and the collection of proceeds from such sales, but involving none or only a limited amount of programming time. Such arrangements are subject to compliance with the requirements of the antitrust laws and the FCC’s rules and policies. A radio station that sells more than 15.0% of the weekly advertising time of another station serving the same market is considered to have an attributable interest in that other station.

Programming and Operation. The Communications Act requires broadcasters to serve the public interest. Since 1981, the FCC gradually has relaxed or eliminated many of the more formalized procedures it developed to promote the broadcast of certain types of programming responsive to the needs of a station’s community of license. However, licensees continue to be required to present programming that is responsive to community problems, needs and interests and to maintain records demonstrating such responsiveness. Complaints from listeners concerning a station’s programming will be considered by the FCC when it evaluates the licensee’s renewal application. However, listener complaints, which are required to be maintained in the station’s public file, may be filed with and considered by the FCC at any time.

Stations also must pay regulatory and application fees and follow various FCC rules that regulate, among other things, political advertising, sponsorship identifications, the advertisement of contests and lotteries, employment practices, technical operations, including limits on human exposure to radio frequency radiation, and obscene and indecent broadcasts. In June 2006, the FCC sent two letters to us regarding allegations of indecent material having been broadcast on two separate occasions on station KLAQ-FM in El Paso, Texas. We have responded to both letters, but are unable to predict what, if any, action the FCC may take with respect to these matters. In addition, a former employee of the Company has sent numerous e-mail messages to the FCC alleging that KLAQ-FM has aired indecent programming, and to the FCC and the Department of Justice alleging that KLAQ-FM has aired cigarette advertisements in violation of federal law. Although the Company is not aware that any investigation or enforcement action has been undertaken by the FCC or Department of Justice with respect to these matters, we are unable to predict what, if any actions, these agencies may take.

The FCC has adopted rules prohibiting employment discrimination by broadcast stations on the basis of race, religion, color, national origin, and gender; and requiring broadcasters to implement programs to promote equal employment opportunities at their stations. The rules generally require broadcasters to widely disseminate information about full-time job openings to all segments of the community to ensure that all qualified applicants have sufficient opportunity to apply for the job, to send job vacancy announcements to recruitment organizations and others in the community indicating an interest in all or some vacancies at the station, and to implement a number of specific longer-term recruitment “outreach” efforts, such as job fairs, internship programs, and interaction with educational and community groups. Broadcasters must also file reports with the FCC detailing outreach efforts, periodically certify their compliance with the Equal Employment Opportunity rules, and file certain reports in their public files and with the FCC. The applicability of these policies to part-time employment opportunities is the subject of a pending further rule making proceeding.

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FCC decisions hold that a broadcast station may not deny a candidate for federal political office a request for broadcast advertising time solely on the grounds that the amount of time requested is not the standard length of time which the station offers to its commercial advertisers. This policy has not had a material impact on our programming and commercial advertising operations, but the policy’s future impact is uncertain.

Proposed and Recent Changes. Congress and the FCC may in the future consider and adopt new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect the operation, ownership and profitability of our radio stations, result in the loss of audience share and advertising revenue for our radio stations, and affect our ability to acquire additional radio stations or finance such acquisitions. Such matters could include:

• proposals to impose regulatory, spectrum use or other fees on FCC licensees;

• proposals regarding streaming fees for radio;

• changes to foreign ownership rules for broadcast licenses;

• revisions to political broadcasting rules, including requirements that broadcasters provide free air time to candidates;

• technical and frequency allocation matters;

• proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages;

• further changes in the FCC’s attribution and multiple ownership policies;

• changes to broadcast technical requirements; and

• proposals to limit the tax deductibility of advertising expenses by advertisers.

The FCC has selected In-Band On-Channel ™ as the exclusive technology for terrestrial digital operations by AM and FM radio stations. The FCC has authorized commencement of “hybrid” In-Band On-Channel ™ transmissions, that is, simultaneous broadcast in both digital and analog format, including multiple digital channels. The advantages of digital audio broadcasting over traditional analog broadcasting technology include improved sound quality and the ability to offer a greater variety of auxiliary services. In-Band On-Channel ™ technology permits a station to transmit radio programming in both analog and digital formats, and eventually in digital only formats, using the bandwidth that the radio station is currently licensed to use. We use In-Band On-Channel ™ digital technology to broadcast digitally on certain of our radio stations. It is unclear, however, what future impact the introduction of digital broadcasting will have on the markets in which we compete.

Finally, the FCC has adopted procedures for the auction of broadcast spectrum in circumstances where two or more parties have filed for new or major change applications, which are mutually exclusive. Such procedures may limit our efforts to modify or expand the broadcast signals of our stations.

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We cannot predict what other matters might be considered in the future by the FCC or Congress, nor can we judge in advance what impact, if any, the implementation of any of these proposals or changes might have on our business.

Federal Antitrust Considerations. The Federal Trade Commission and the United States Department of Justice, which evaluate transactions to determine whether those transactions should be challenged under the federal antitrust laws, may investigate certain radio station acquisitions. We cannot predict the outcome of any specific Federal Trade Commission or Department of Justice investigation. Any decision by the Federal Trade Commission or Department of Justice to challenge a proposed acquisition could affect our ability to consummate the acquisition or to consummate it on the proposed terms.

For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules promulgated thereunder, require the parties to file Notification and Report Forms with the Federal Trade Commission and the Department of Justice and to observe specified waiting period requirements before consummating the acquisition. During the initial 30-day period after the filing, the investigating agency may determine that the transaction does not raise significant antitrust issues, in which case it will either terminate the waiting period or allow it to expire after the initial 30 days. On the other hand, if the agency determines that the transaction requires a more detailed investigation, then, at the conclusion of the initial 30-day period, it will issue a formal request for additional information. The issuance of a formal request extends the waiting period until the 20th calendar day after the date of substantial compliance by all parties to the acquisition. Thereafter, the waiting period may only be extended by court order or with the consent of the parties. In practice, complying with a formal request can take a significant amount of time. In addition, if the investigating agency raises substantive issues in connection with a proposed transaction, then the parties frequently engage in lengthy discussions or negotiations with the investigating agency concerning possible means of addressing those issues, including persuading the agency that the proposed acquisition would not violate the antitrust laws, restructuring the proposed acquisition, divestiture of other assets of one or more parties, or abandonment of the transaction. These discussions and negotiations can be time consuming, and the parties may agree to delay completion of the acquisition during their pendency.

At any time before or after the completion of a proposed acquisition, the Federal Trade Commission or the Department of Justice could take such action under the antitrust laws as it considers necessary or desirable in the public interest, including seeking to enjoin the acquisition or seeking divestiture of the business or other assets acquired. Acquisitions that are not required to be reported under the Hart-Scott-Rodino Act may be investigated by the Federal Trade Commission or the Department of Justice under the antitrust laws before or after completion. In addition, private parties may under certain circumstances bring legal action to challenge an acquisition under the antitrust laws.

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The Department of Justice has stated publicly that it believes that commencement of operations under time brokerage agreements, local marketing agreements, joint sales agreements and other similar agreements customarily entered into in connection with radio station transfers prior to the expiration of the waiting period under the Hart-Scott-Rodino Act could violate the Hart-Scott-Rodino Act. In connection with acquisitions subject to the waiting period under the Hart-Scott-Rodino Act, so long as the Department of Justice policy on the issue remains unchanged, we would not expect to commence operation of any affected station to be acquired under time brokerage agreement, local marketing agreement or similar agreement until the waiting period has expired or been terminated.

Access to Information

Until April 30, 2010, our internet site (www.regentcomm.com) made available free of charge to interested parties our Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and all amendments to those reports, as well as all other reports and schedules we file electronically with the Securities and Exchange Commission (the “Commission”), as soon as reasonably practicable after such material is electronically filed with or furnished to the Commission. Interested parties may also find reports, proxy and information statements and other information on issuers that file electronically with the Commission at the Commission’s internet site (http://www.sec.gov).

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ITEM 1A. RISK FACTORS.

We Were in Default Under Our Prepetition Credit Agreement Which Led to Our Reorganization Under Chapter 11 and the Cancellation of Our Common Stock. Our Common Stock No Longer Trades.

The Report of Independent Registered Public Accounting Firm issued by our auditors relating to our financial statements for the period ended December 31, 2008 contained an explanatory paragraph regarding uncertainty in our ability to continue as a going concern. Under the terms of our Prepetition Credit Agreement, any audit report containing such going concern language constituted a default. On April 1, 2009, our lenders notified us that a default had occurred, that no further borrowings could be made under the credit agreement until the default was remedied, and that we had thirty days to cure such default. We did not cure such default nor have we sought or obtained any forbearance agreement that would limit our lenders rights and/or remedies with respect to our default. Accordingly, our lenders imposed a default rate of interest and could at any time have accelerated the maturity of our outstanding debt to become immediately payable, and/or exercise other rights and remedies available to the lenders under the terms of the credit agreement including, without limitation, the right to foreclose on the collateral securing our indebtedness. Our indebtedness under the Prepetition Credit Agreement was secured by a lien on substantially all of our assets and of our subsidiaries and by a pledge of our operating and license subsidiaries’ stock, and was further supported by guarantees from our subsidiaries.

On March 1, 2010, we along with our subsidiaries, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, along with a proposed Plan of Reorganization that would extinguish all of our common stock and provide for a distribution to our stockholders of $0.13 per share. On April 12, 2010, the Bankruptcy Court hearing our case issued an order confirming our Plan, as amended, and on April 27, 2010 our Plan went effective and all of our common stock and other equity interests were cancelled. Stockholders of record on April 26, 2010 are entitled to receive $0.13 per share, and distribution of that amount is expected to occur in early to mid May 2010 through our transfer agent. All trading in our common stock ceased as of the close of business on April 26, 2010 and our symbol “RGCIQ.PK” was retired.

RISKS RELATED TO OUR OPERATIONS

We Face Many Unpredictable Business Risks That Could Have a Material Adverse Effect on Our Future Operations.

Our operations are subject to many business risks, including certain risks that specifically influence the radio broadcasting industry, which could have a material adverse effect on our business. These include:

• changing economic conditions, both generally and relative to the radio broadcasting industry;

• shifts in population, listenership, demographics, or audience tastes;

• the level of competition for advertising revenues with other radio stations, satellite radio, television stations, newspapers, internet-based media, and other communications media;

• technological changes and innovations;

• the potential future imposition of fees or charges specific to the broadcasting industry; and

• changes in governmental regulations and policies and actions of federal regulatory bodies, including the U.S. Department of Justice, the Federal Trade Commission, and the Federal Communications Commission (FCC).

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Given the inherent unpredictability of these variables, we cannot with any degree of certainty predict what effect, if any, these risks will have on our future operations.

Adverse Economic Conditions Have Caused a Decline in Client Spending Which Has Adversely Affected Our Business and Financial Performance.

Our operating results continue to be impacted by the health of the national economy and the local economies in which we operate. Our business and financial performance, including the collection of our accounts receivable, have been and may continue to be adversely affected by current and future economic conditions (including a reduction in the availability of credit, the potential for higher energy costs, and financial market volatility) which have caused a decline in client spending. Additionally, declines in the financial health of specific industries that routinely advertise on our stations, such as the automotive sector, have negatively impacted our business, and could continue to do so in the future.

We May Lose Key Personnel.

Our business depends upon the continued efforts, abilities and expertise of our employees. These adverse effects could include the impairment of our ability to execute our operating and acquisition strategies and a decline in our standing in the radio broadcast industry.

We also employ several on-air personalities with large loyal audiences in their individual markets. The loss of one or more of these personalities could result in a loss of audience share in that particular market.

An Economic Downturn in Any of Our Significant Markets Could Adversely Affect Our Revenue and Cash Flow.

Our stations are located in 13 markets. A significant decline in net broadcasting revenue from our stations in any of our significant markets could have a material adverse effect on our operations and financial condition.

Our Results of Operations Have Been and May Continue to Be Adversely Affected by a General Deterioration in Economic Conditions.

We derive substantially all of our revenue from the sale of advertising time on our radio stations. Generally, advertising tends to decline during economic recessions or downturns. Furthermore, because a substantial portion of our revenue is derived from local advertisers, our ability to generate advertising revenue in specific markets is directly affected by local or regional economic conditions. The current downturn in the U.S. economy has had a negative effect on our financial condition and results of operations, and could continue to negatively affect us for the foreseeable future.

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Our Acquisition Strategy May Not Be Successful.

Historically we have looked to acquisitions to enhance our growth. Our growth strategy includes acquiring new stations in mid-sized markets. This strategy is subject to a variety of risks, including the:

• potential inability to obtain financing for acquisitions;

• reduction in the number of suitable acquisition targets resulting from continued industry consolidation;

• state of general broadcast industry valuations;

• inability to negotiate definitive purchase agreements on satisfactory terms;

• current adverse credit conditions;

• inability to sell any under-performing station; and

• failure or unanticipated delays in completing acquisitions due to difficulties in obtaining required regulatory approvals.

If we are unable to grow as planned, we may not be able to compete successfully with larger broadcasting companies and other media. Additionally, in the event that the operations of a newly acquired business do not meet our expectations, we may be required to write-off the value of some or all of the assets of the new business. The success of our completed acquisitions will depend on our ability to effectively integrate the acquired stations into our existing portfolio. Integration of acquisitions involves numerous risks, including difficulties in integration of operations, systems and management of a large and geographically diverse group of stations, the potential loss of key personnel at acquired stations, and the diversion of management’s attention from other business concerns during periods of integration.

We May Lose Audience Share and Advertising Revenue Due to Competition.

Our radio stations compete with other radio stations in each market for audience share and advertising revenue. Our advertising revenue primarily depends upon our stations’ audience share in the demographic groups targeted by our advertisers. Audience ratings and market shares are subject to change, and any change in a particular market could have a material adverse effect on the revenue of our stations located in that market. While we already compete in some of our markets with other stations with similar programming formats, if a competing station converts to a format similar to that of one of our stations, or if one of our competitors strengthens its operations, our stations could suffer a reduction in ratings and/or advertising revenue, and could incur increased promotional and other expenses. Other radio companies which are larger and have more financial resources may also enter our markets. Although we believe our stations are well-positioned to compete, we cannot assure that our stations will maintain or increase their current ratings or advertising revenue.

We also compete with other media, such as satellite-delivered digital audio radio, television, newspapers, direct mail, outdoor advertising, and internet-based media for advertising revenue. A loss of audience share to these media, or the introduction of new media competitors, could result in the inability to grow our advertising revenue, or decreased advertising revenue for us.

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We Are Subject to Competition From New Technologies That May Affect Our Broadcasting Operations.

Our radio stations are subject to rapid technological change, evolving industry standards, and the emergence of competition from new media technologies and services. Various new media technologies and services have been introduced, or are being developed, including:

• satellite-delivered digital audio radio service, which has resulted in the introduction of new subscriber-based satellite radio services with numerous niche formats;

• audio programming by cable systems, direct-broadcast satellite systems, personal communications systems, internet content providers and other digital audio broadcast formats;

• in-band on-channel digital radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services;

• low-powered FM radio, which could result in additional FM radio broadcast outlets; and

• MP3 players and other personal audio systems that create new ways for individuals to listen to music and other content of their own choosing.

We cannot predict the effect, if any, that competition arising from new technologies or regulatory change may have on the radio broadcasting industry or on our financial condition and results of operations. We continue to monitor technological changes and advances that could potentially have an impact on our business.

RISKS RELATED TO REGULATION

We Are Subject to Extensive and Changing Federal Regulation.

Our business is dependent upon maintaining our broadcasting licenses issued by the FCC, which are issued currently for a maximum term of eight years. Our broadcasting licenses will expire between 2012 and 2014. Although the vast majority of FCC radio station licenses are routinely renewed, we cannot assure you that our pending or future renewal applications will be approved, or that such renewals will not include conditions or qualifications that could adversely affect our operations. The non-renewal or renewal with substantial conditions or modifications of one or more of our licenses could have a material adverse effect on us.

We must also comply with the extensive FCC regulations and policies in the ownership and operation of our radio stations. FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to complete future transactions and in certain circumstances could require us to divest some radio stations. The FCC’s rules also limit our ability to transfer our radio stations in certain markets as a group to a single buyer. Additionally, these FCC regulations could change over time and we cannot assure you that those changes would not have a material adverse affect on us.

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Enforcement by the FCC of its Indecency Rules Could Adversely Impact Our Business.

FCC rules prohibit the broadcast of “obscene” material at any time, and of “indecent” material between the hours of 6:00 a.m. and 10:00 p.m. Over the past several years, the FCC has increased its enforcement efforts with respect to these rules. In addition, recent legislation has substantially increased the penalties for broadcasting indecent material (up to $325,000 per incident). Broadcasters may also be subject to other penalties for the broadcast of obscene or indecent material, including revocation or non-renewal of their licenses. We may become subject to inquiries or proceedings regarding our stations’ broadcast of allegedly obscene or indecent material. To the extent any such proceeding results in the imposition of fines, a settlement with the FCC, or revocation or non-renewal of any of our licenses, our business could be adversely impacted.

We Could Experience Delays in Expanding Our Business Due to Antitrust Laws and Other Regulatory Considerations.

Although part of our growth strategy is the acquisition of additional radio stations, we may not be able to complete all the acquisitions that we agree to make. The Federal Trade Commission, the United States Department of Justice and the FCC carefully review proposed transactions under their respective regulatory authority, focusing, among other things, on the effects on competition, the number of radio stations and other media outlets owned in a market, and compliance with federal antitrust and communications laws and regulations. Any delay, prohibition or modification required by these regulatory authorities could adversely affect the terms of a proposed transaction or could require us to abandon an otherwise attractive opportunity. We have experienced delays from time to time in connection with some of our acquisitions. Additionally, we may be unable to maximize our profit when selling properties that no longer fit in our strategy, due to the same such regulations imposed upon our competitors.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

The types of properties required to support each of our radio stations include offices, studios, transmitter sites and antenna sites. A station’s studios are generally housed with its offices in business districts. The transmitter sites and antenna sites are generally located so as to provide maximum market coverage.

We currently own studio facilities in Burton (Flint), Michigan; Lafayette, Louisiana; Peoria, Illinois; St. Cloud, Minnesota; Marcy (Utica-Rome), New York; Colonie (Albany), New York; Owensboro, Kentucky; Windsor (Ft. Collins-Greeley), Colorado; Evansville, Indiana; and Bloomington and Pontiac (Bloomington), Illinois. We own transmitter and antenna sites in Burton, Otisville, Millington and Lapeer (Flint), Michigan; Rice, Stearns County and Graham Township (St. Cloud), Minnesota; Whitesboro, Deerfield and Kirkland (Utica-Rome), New York; El Paso, Texas; Tazewell and Peoria Counties (Peoria), Illinois; Lafayette and Abbeville (Lafayette), Louisiana; Bethlehem and Palatine (Albany), New York; Grand Rapids and Comstock Park (Grand Rapids), Michigan; Utica and Henderson (Owensboro), Kentucky; Windsor (Ft. Collins-Greeley), Colorado; and Evansville, Indiana. We lease our remaining studio and office facilities, including corporate office space in Cincinnati, Ohio and Covington, Kentucky, and our remaining transmitter and antenna sites. We do not anticipate any difficulties in renewing any facility leases or in leasing alternative or additional space, if required. We own substantially all of our other equipment, consisting principally of transmitting antennae, towers, transmitters, studio equipment and general office equipment. Our buildings and equipment are suitable for our operations and generally in good condition, although opportunities to upgrade facilities are periodically reviewed.

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Substantially all of our personal property and equipment served as collateral for our obligations under our Prepetition Credit Agreement, and serves as collateral under our new Credit Agreement entered into on April 27, 2010.

ITEM 3. LEGAL PROCEEDINGS.

We currently and from time to time are involved in litigation incidental to the conduct of our business. In August 2008, Regent, Terry S. Jacobs (our former chief executive officer), and approximately twenty other parties (not associated with Regent) were named as defendants in a lawsuit brought by Alan Brill and various of his related entities, in connection with Regent’s 2003 purchase of twelve radio stations from Brill Media Company LLC and related entities. The plaintiffs alleged numerous claims against Regent, Mr. Jacobs and the other defendants, including without limitation, claims for breach of contract, intentional interference with contracts, breach of implied covenants and good faith, and fraud and misrepresentation. The plaintiffs sought compensatory and punitive damages in excess of $20 million from all parties. The complaint has now been amended to assert claims only against Regent based on alleged violations of a confidentiality agreement executed in connection with the purchase of the radio stations by Regent. We believe the suit has no merit and we intend to vigorously defend our position. In the opinion of our management, we are not a party to any other lawsuit or proceeding that is likely to have a material adverse effect on us.

The Company is not aware of any probable or levied penalties against the Company relating to the American Jobs Creation Act.

ITEM 4. (Removed and Reserved).

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Stock Prices

Shares of our common stock were quoted on The Nasdaq Stock Market under the symbol RGCI until January 8, 2010. The following table sets forth, for each of the calendar quarters indicated, the reported high and low sales prices of our common stock as reported currently in the Nasdaq Global Market.

	High		Low
2009
First quarter	$	0.22	$	0.08
Second quarter	$	0.30	$	0.10
Third quarter	$	0.54	$	0.16
Fourth quarter	$	0.82	$	0.18
2008
First quarter	$	1.60	$	0.85
Second quarter	$	1.34	$	0.82
Third quarter	$	1.08	$	0.46
Fourth quarter	$	0.89	$	0.07

As of April 1, 2010, there were approximately 333 holders of record of our common stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of securities brokers, dealers and registered clearing agencies.

We have never declared nor paid cash dividends on our common stock, and we have no plans in the foreseeable future to do so. Additionally, our ability to pay dividends is subject to the terms and conditions of our credit agreements.

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Share Repurchases

During the three months ended December 31, 2009, we repurchased the following shares:

								Approximate
						Total Number of		Dollar Value of
	Total Number					Shares Purchased		Shares that May
	of Shares			Average Price Paid		as Part of Publicly		Yet be Purchased
Period	Purchased			per Share		Announced Plan(1)		Under the Plan (1)
								(in thousands)
October 1, 2009 – October 31, 2009		2,080	(2)	$	0.65		0	$	1,593
November 1, 2009 – November 30, 2009		0			—		0	$	1,593
December 1, 2009 – December 31, 2009		0			—		0	$	1,593
Total		2,080		$	0.65		0	$	1,593

(1)

On June 1, 2000, Regent’s Board of Directors approved a stock buyback program which authorized the Company to repurchase shares of its common stock at certain market price levels. Through December 31, 2009, the Board has authorized the Company to repurchase approximately $56.7 million of Regent common stock, of which amount the Company has utilized approximately $55.1 million, leaving available repurchases of approximately $1.6 million, subject to the terms and conditions of the Company’s credit agreement. There were no repurchases of common stock under the program during 2009.

(2)

Represents shares of common stock surrendered for the payment of employee withholding taxes related to the vesting of shares granted under The Regent Communications, Inc. 2005 Incentive Compensation Plan.

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ITEM 6. SELECTED FINANCIAL DATA.

The selected financial data below should be read in conjunction with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report.

	SELECTED CONSOLIDATED FINANCIAL DATA (In thousands, except per share data) YEAR ENDED DECEMBER 31,
	2009			2008			2007			2006			2005
OPERATING RESULTS (1) (3):
Net broadcast revenues	$	84,141		$	96,340		$	97,912		$	82,706		$	76,439
Operating loss		(30,686	)		(43,333	)		(141,681	)		(31,465	)		(8,020	)
Loss from continuing operations before income taxes		(43,770	)		(65,013	)		(163,431	)		(36,956	)		(11,380	)
Loss from continuing operations		(43,982	)		(119,402	)		(102,870	)		(22,522	)		(7,558	)
Net income (loss) from discontinued operations		—			411			296			(4,074	)		919
Net loss	$	(43,982	)	$	(118,991	)	$	(102,574	)	$	(26,596	)	$	(6,639	)
NET LOSS PER COMMON SHARE:
Basic:
Loss from continuing operations	$	(1.08	)	$	(3.07	)	$	(2.69	)	$	(0.57	)	$	(0.17	)
Income (loss) from discontinued operations		—			0.01			0.01			(0.10	)		0.02
Net loss	$	(1.08	)	$	(3.06	)	$	(2.68	)	$	(0.67	)	$	(0.15	)
Weighted average number of common shares used in basic calculation		40,588			38,872			38,308			39,807			43,214
Diluted:
Loss from continuing operations	$	(1.08	)	$	(3.07	)	$	(2.69	)	$	(0.57	)	$	(0.17	)
Income (loss) from discontinued operations		—			0.01			0.01			(0.10	)		0.02
Net loss	$	(1.08	)	$	(3.06	)	$	(2.68	)	$	(0.67	)	$	(0.15	)
Weighted average number of common shares used in fully diluted calculation: (2)		40,588			38,872			38,308			39,807			43,214
	DECEMBER 31,
	2009			2008			2007			2006			2005
BALANCE SHEET DATA (1) (3):
Current assets	$	25,756		$	16,880		$	25,813		$	22,721		$	16,053
Total assets		165,887			205,284			339,250			451,645			374,481
Current liabilities		206,769			191,866			12,175			9,311			12,441
Long-term debt and capital leases, less current portion		128			126			202,866			213,923			78,349
Total stockholders’ (deficit) equity		(43,318	)		(126	)		117,614			219,160			262,056

(1)	Acquisitions and dispositions affect comparability among years (see Note 3 in Notes to Consolidated Financial Statements, as well as our prior Annual Reports on Form 10-K).
(2)	Shares for fully diluted are the same as basic in years 2009, 2008, 2007, 2006 and 2005, as the effect of outstanding common stock options and warrants was antidilutive in those years. In 2009, we implemented accounting guidance related to participating securities. There was no impact to our computation of earnings per share for any period shown in the table above, as we recorded a net loss in each period presented.
(3)	Impairment of indefinite-lived intangible assets recorded in 2009, 2008, 2007, 2006 and 2005 will affect comparability among years (see Note 8 in Notes to Consolidated Financial Statements, as well as our prior Annual Reports on Form 10-K).

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the financial statements, related notes and other financial information appearing elsewhere in this report. In addition, see “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors.”

OVERVIEW

Executive Overview

• Over the past year, Regent, like many radio, television and newspaper companies, has experienced declining profitability as a result of the cyclical economic downturn and secular changes in the industry. Like its competitors, Regent derives substantially all of its revenue from advertising. The financial crisis, with its particular impact on consumer driven segments, has had a significant negative impact on advertising. Significant sources of Regent’s advertising revenues relate to several beleaguered consumer driven sectors, such as auto, financial services and entertainment. In addition, advertising has decreased due to other factors such as the shift in advertising expenditures to online media.

• We performed our annual impairment analysis on our indefinite-lived intangible assets and goodwill during the fourth quarter of 2009. Based primarily on decreases in the long term market revenue growth rates, we determined that the fair value of goodwill and FCC licenses for certain markets were less than the carrying values recorded in our financial statements. Consequently, we recorded a pre-tax impairment charge of $11.8 million for FCC licenses and approximately $1.0 million for goodwill.

• As a result of lower long-term interest rates at the end of 2009, we recorded an unrealized loss of approximately $3.2 million related to the interest rate swap agreements we had in place on the term loan portions of our credit agreement. In addition, we recorded a realized loss of approximately $6.1 million in 2009 related to lower short-term interest rates compared to our fixed interest rates. At December 31, 2009 the value of the swaps was approximately $7.8 million.

• In the second half of 2009, we and our advisors, Bank of America, N.A., in its capacity as Administrative Agent, BMO Capital Markets, General Electric Capital Corporation, various affiliates of Oaktree Capital Management, L.P., SunTrust Robinson Humphrey and Wells Fargo Foothill, among others, engaged in ongoing negotiations and analyses concerning a restructuring of our business. In late February 2010, we and holders of at least 76.3% of the principal amount of the loans outstanding under the credit agreement and counter parties to our interest rate swap agreements agreed on detailed terms regarding the parameters of a global financial restructuring in the form of a Chapter 11 plan of reorganization, which would result in the elimination of approximately $86.7 million in indebtedness in 2010.

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• On March 1, 2010, the Company and its wholly owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code, in the United States Bankruptcy Court for the District of Delaware. From the period commencing from March 1, 2010 and through the Effective Date (as defined below), we operated our businesses and managed our properties as debtors-in-possession, subject to the jurisdiction of the bankruptcy court and in accordance with the applicable provisions of the Bankruptcy Code. On March 22, 2010 we filed a First Amended Disclosure Statement and a First Amended Joint Plan of Reorganization with the bankruptcy court. On April 12, 2010, the Bankruptcy Court entered an order confirming the Plan as modified by the Court’s order. On April 27, 2010 (the “Effective Date”) we satisfied all of the conditions of the Plan and emerged from the Chapter 11 Cases. On the Effective Date, the Company issued 100% of its new common stock, as reorganized under the Plan, to U.S. holders of first lien debt claims under the old credit agreement and the swap agreements, and warrants to purchase new common stock to non-U.S. holders of such claims, each on a basis pro rata to the amount of their claims.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities. We continually evaluate our accounting estimates, the most significant of which include establishing allowances for doubtful accounts, evaluating the realizability of our deferred tax assets, determining the recoverability of our long-lived assets, evaluating our goodwill and indefinite-lived intangible assets for impairment, and determining the fair value of our derivative financial instruments. The basis for our estimates are historical experience and various assumptions that are believed to be reasonable under the circumstances, given the available information at the time of the estimate, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions and conditions.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue recognition — We recognize revenue from the sale of commercial broadcast time to advertisers when the commercials are broadcast, subject to meeting certain conditions such as pervasive evidence that an arrangement exists, the price is fixed and determinable, and collection is reasonably assured. These criteria are generally met at the time an advertisement is broadcast, and the revenue is recorded net of advertising agency commissions.

Allowance for Doubtful Accounts — We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We routinely review customer account activity in order to assess the adequacy of the allowances provided for potential losses. Based on historical information, we believe that our allowance is adequate. However, changes in general economic, business and market conditions could affect the ability of our customers to make their required payments; therefore, the allowance for doubtful accounts is reviewed monthly and changes to the allowance are updated as new information is received. A 1% change to our allowance as a percent of our outstanding accounts receivable balance at December 31, 2009 would cause a change in net income of approximately $0.1 million, net of tax.

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Goodwill and Indefinite-Lived Intangible Assets — Our FCC licenses qualify as indefinite-lived intangible assets, and represent a significant portion of the assets on our balance sheet. We utilize the greenfield methodology for valuation of our FCC licenses, which allocates a start-up value to each station and employs a discounted cash flow methodology and accepted appraisal techniques. To test goodwill, we utilize a market multiple approach at the reporting unit level. Local economic conditions in each of our markets could impact whether an FCC license or goodwill is impaired, as a decrease or increase in market revenue could negatively or positively impact discounted cash flows. Other factors such as interest rates, the performance of the S&P 500, cash flow multiples, as well as capital expenditures, can affect the discounted cash flow analysis. In the event that there are no representative asset purchases or sale transactions to substantiate the fair value analysis utilized in the application of Accounting Standards Codification (ASC) Topic 350, we may defer to the fair value implied by Regent’s market capitalization to establish the fair value. To the extent that the carrying value exceeds the fair value of the assets, an impairment loss will be recorded in operating income or loss. A 1% to 5% decrease in expected cumulative cash flows with no further changes in assumptions would have resulted in approximately $1.1 million to $5.6 million of additional pre-tax impairment expense in the fourth quarter of 2009. A 1% increase in our weighted average cost of capital with no further changes in assumptions would have resulted in approximately $7.4 million of additional pre-tax impairment expense in the fourth quarter of 2009.

Determining the Recoverability of Long-Lived Assets — Our long-lived assets to be held and used (fixed assets and definite-lived intangible assets) are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset. If we were to determine that the carrying amount of an asset was not recoverable, we would record an impairment loss for the difference between the carrying amount and the fair value of the asset. We determine the fair value of our long-lived assets based upon the market value of similar assets, if available, or independent appraisals, if necessary. Long-lived assets to be disposed of and/or held for sale are reported at the lower of carrying amount or fair value, less cost to sell. We determine the fair value of these assets in the same manner as described for assets held and used.

Deferred Tax Assets — At December 31, 2009, we had current and non-current net deferred tax assets of approximately $96.5 million before valuation allowance, the primary components of which are our intangible assets and net operating loss carryforwards. As a result of our failure to meet the required financial covenants in our credit agreement, the potential acceleration of the maturity of our debt created uncertainty in our ability to continue as a going concern. Consequently, during the fourth quarter of 2008, we recorded a valuation allowance against substantially all of our net deferred tax assets due to our inability to conclude that it was more likely than not that the deferred tax assets would be realized. The valuation allowance remained in place at December 31, 2009 as a result of our continued inability to meet the financial covenants. If it were determined that we would be able to utilize a portion of the net operating loss carryforwards that are currently reduced by a valuation allowance, an adjustment to the valuation allowance would be recorded as a reduction to income tax expense.

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Derivative Financial Instruments — At December 31, 2009 we were a party to five interest rate swap agreements, which effectively converted approximately $147.2 million of our borrowings from a variable interest rate to a fixed rate of interest. Hedge accounting was not applied to these interest rate swap agreements. Consequently, revaluation gains and losses associated with changes in the fair value measurement of the swaps are recorded as a component of operating loss in the Consolidated Statements of Operations. Fair value for derivative interest rate swap agreements is obtained from counterparties to the agreements and corroborated through estimates using internal discounted cash flow calculations based upon forward interest-rate yield curves, and considering the risk of non-performance by the parties to the contract. At December 31, 2009 and 2008, the Company had liabilities of approximately $7.8 million and $11.0 million, respectively, related to the swap agreements.

RESULTS OF OPERATIONS

The key factors that have affected our business over the last three years are discussed and analyzed in the following paragraphs. This commentary should be read in conjunction with our consolidated financial statements and the related footnotes included herein.

Our financial results are seasonal. As is typical in the radio broadcasting industry, we expect our first calendar quarter to produce the lowest revenues for the year, and the fourth calendar quarter to produce the highest revenues for the year. Our operating results in any period may be affected by advertising and promotion expenses that do not necessarily produce commensurate revenues until the impact of the advertising and promotion is realized in future periods.

Year ended December 31, 2009 as compared to year ended December 31, 2008

Results of continuing operations for the year ended December 31, 2009 compared to December 31, 2008 were impacted by several factors. Of primary significance was a continued deterioration of spending by advertisers due to recessionary economic conditions throughout the United States during the entire 2009 year. Additionally, comparisons to 2009 were negatively impacted as a result of strong political revenues in 2008 in certain of our markets.

Net Broadcast Revenues

The radio industry overall experienced an 18% decrease in revenues in 2009 compared to 2008, according to the Radio Advertising Bureau (“RAB”). The RAB further indicated that in 2009, local revenues decreased 20% and national revenues decreased 19%. In 2009, our net broadcast revenue was derived from approximately 88% local revenue and 12% national revenue.

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Net broadcast revenues for Regent decreased 12.7%, to approximately $84.1 million in 2009 from approximately $96.3 million in 2008. The table below provides a summary of the net broadcast revenue variance for the comparable twelve-month periods (in thousands):

Net broadcast revenue variance:

	(Decrease)
	increase in net
	broadcast			%
	revenue			Change
Local revenue	$	(8,662	)		(10.9	)%
National revenue		(2,038	)		(20.6	)%
Political revenue		(1,557	)		(81.6	)%
Barter revenue		127			3.6	%
Other		(68	)		(4.9	)%
Net broadcast revenue variance	$	(12,198	)		(12.7	)%

Local revenue — The decrease of 10.9% in local revenue in 2009 compared to 2008 was due primarily to the effects on advertising spending of depressed economic conditions throughout the United States during the entire year. The economic conditions affected all of the local economies in which we operated, as none of our markets experienced increases in local direct and agency advertising revenues. The overall declines in local direct and agency revenues were partially offset by increases in Interactive revenue and non-traditional event revenue. Interactive revenue increased by approximately $0.8 million or 42.4% in 2009, as we continued to develop our Interactive initiative during the year. Non-traditional revenues in 2009 increased 4.5% compared to 2008 due to strong attendance at our Taste of Country event in our Buffalo, New York market. Our St. Cloud, Minnesota market experienced higher non-traditional revenue in 2009 due to the addition of a new non-traditional revenue event during the year.

National revenue — National revenue decreased approximately $2.0 million in 2009, or 20.6%, compared to 2008. The decline in national revenue was seen across all of our broadcast markets, and was due primarily to the difficult economic conditions present during 2009.

Political revenue — Political revenue of approximately $350,000 in 2009 decreased approximately $1.6 million compared to 2008. Our Lafayette, Louisiana and Utica, New York markets accounted for over half of the political revenue in 2009 as a result of local and state issue advertising. The largest decreases were seen in our Ft. Collins-Greeley, Colorado, Buffalo, New York, and St. Cloud, Minnesota markets. In 2008 Ft. Collins-Greeley saw an influx of political advertising revenue for state ballot propositions and initiatives, as well as for federal senate and congressional races, while Buffalo benefited from local and state governmental races and ballot initiatives. In 2008 St. Cloud saw increased political advertising due to a strongly-contested U.S. Senate race, in addition to local government races and ballot initiatives.

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Station Operating Expenses

Station operating expenses decreased 6.7%, to approximately $57.3 million in 2009 from approximately $61.4 million in 2008. The table below provides a summary of the station operating expense variance for the comparable twelve-month periods (in thousands):

Station operating expense variance:

	Decrease
	(increase) in
	station operating			%
	expense			Change
Technical expense	$	217			6.4	%
Programming expense		694			4.0	%
Promotion expense		687			32.4	%
Interactive expense		(62	)		(4.9	)%
Sales expense		1,710			8.9	%
Administrative expense		952			6.4	%
Barter expense		(112	)		(3.2	%)
Station operating expense variance	$	4,086			6.7	%

Technical expense — Technical expenses decreased approximately 6.4% in 2009, due primarily to lower utility expenses in our New York markets. These savings may be temporary due to energy rate volatility. Additionally, we had fewer equipment repair costs and associated outside consulting fees. These savings were partially offset by approximately $30,000 of contractual increased tower rent expenses related to our St. Cloud, Minnesota market.

Programming expense — Programming expense decreased by approximately 4.0% during 2009. The decrease was due to a combination of salary savings, primarily in our Evansville, Indiana, Grand Rapids, Michigan and Flint, Michigan markets, and savings in broadcast program rights, outside consulting and talent fees. The salary savings were due primarily to staff reductions. These savings were partially offset by increased music license fees in the majority of our broadcast markets.

Promotion expense — Promotion expense decreased 32.4% in 2009 compared to the 2008 year, primarily due to lower levels of promotional spending for television advertising, billboards, contests, and promotional products, as we continued to manage our discretionary costs in response to challenging economic conditions.

Interactive expense — Interactive expense increased 4.9% during 2009, as our Interactive initiative continued its growth trend. The largest increases in 2009 were in commissions and music license fees due to increased revenues. These increases were partially offset by salary savings in various markets as we directed resources out of the field into the corporate office.

Sales expense — During 2009, sales expense decreased 8.9% compared to 2008. The decrease was due primarily to lower salaries, commissions, bonuses and national representation fees associated with lower revenue levels in 2009. These savings were partially offset by increased rating service fees.

Administrative expense — During 2008, administrative expense decreased 6.4%. The decrease was due primarily to lower bonuses, payroll taxes and 401(K) contributions, as we discontinued the Company march in early 2009. Additionally, savings in legal fees and franchise taxes were offset by increased medical insurance expense.

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Depreciation and Amortization

Depreciation and amortization expense of approximately $3.8 million in 2009 decreased by 8.5% from approximately $4.2 million for the 2008 year. The decrease is due primarily to a combination of decreased depreciation expense during 2009, as many assets acquired are now fully depreciated, and lower capital expenditures in 2009.

Corporate General and Administrative Expenses

Corporate general and administrative expense of approximately $9.1 million in 2009 increased approximately 32.1% or approximately $2.2 million from approximately $6.9 million in 2008. The increase was caused primarily by $1.9 million of professional fees related primarily to the restructuring of the Company and $0.5 million of non-cash deferred compensation expense related to the mark-to-market of phantom stock units in our Deferred Compensation Plan.

Impairment of Indefinite-Lived Intangible Assets and Goodwill

Based on deteriorating global economic conditions, volatility in the equity markets, and operating results, we performed an analysis for potential impairment of our indefinite-lived intangibles and goodwill during the first quarter of 2009. Based primarily upon material reductions in future revenue and cash flow projections, we determined that the fair value of goodwill and FCC licenses for certain markets were less than the carrying values recorded in our financial statements. Accordingly, we recorded a pre-tax impairment charges of $25.6 million for FCC licenses and approximately $6.2 million for goodwill during the first quarter of 2009.

We performed our annual impairment testing of our indefinite-lived intangible assets and goodwill during the fourth quarter of 2009. Based primarily upon lower long term market revenue projections, we determined that the fair value of goodwill and FCC licenses for certain of our broadcast markets was less than the carrying values recorded in our financial statements. Consequently, we recorded estimated pre-tax impairment charges of approximately $11.8 million against FCC licenses and $1.0 million against goodwill during the fourth quarter of 2009.

Gain on Sale of Radio Stations

During the first quarter of 2008, we disposed of WTMM-AM in Albany, New York and WECK-AM in Buffalo, New York. The sale of the stations did not qualify for discontinued operations treatment under current accounting guidance. We recorded a gain of approximately $0.5 million on the sale of these stations.

Interest Expense

Interest expense decreased to approximately $10.3 million in 2009 from approximately $11.8 million in 2008. The $1.5 million decrease was due primarily to a decrease in average interest rates during 2009 compared to 2008. Substantially all of the $1.5 million decrease was due to lower average interest rates during the first nine months of 2009 compared to 2008. The average interest rate for the first nine months of 2009 was 4.61%, compared to 5.59% for the first nine months of 2008. Commencing in May 2009, we began paying a 2.0% default premium on our outstanding borrowings under the credit agreement, and in June 2009, we were precluded from further utilizing LIBOR-based interest rates on our outstanding borrowings; however, despite these factors, average interest rates for the first nine months of 2009 were still lower than those in the previous year due to the steep decline in LIBOR-based interest rates during the period in which we could utilize them. To a lesser degree, lower average debt levels contributed to the decline in interest expense. Our average debt level in 2009 was approximately $188.3 million, compared to approximately $193.3 million in 2008.

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Realized and Unrealized (Loss) Gain on Derivatives

In order to mitigate the impact of potential interest rate fluctuations, during the fourth quarter of 2006, we swapped the interest rates on both the Term A Loan and Term B Loan portions of our credit agreement, from floating to fixed. The Term A Loan pricing is fixed at approximately 4.83% for five years and the Term B Loan pricing is fixed at approximately 4.72% for five years, in both cases plus the Applicable Margin. Since hedge accounting was not applied to these interest rate swap agreements, revaluation gains and losses associated with changes in the fair value measurement of the swaps are recorded within realized and unrealized (loss) gain on derivatives in the Consolidated Statements of Operations. We recorded approximately $3.2 million of unrealized gain related to the change in the fair value of the swaps during the 2009 year, compared to approximately $6.5 million of unrealized loss for the 2008 year. Additionally, we recorded approximately $6.1 million of realized loss during 2009 related to the unfavorable swap fixed rates compared to market rates during the period. For the 2008 year, we recorded approximately $2.2 million of realized loss due to the unfavorable swap fixed rates compared to market rates during the period.

Impairment of Notes Receivable

During the third quarter of 2008, we recorded an other-than-temporary impairment loss of approximately $1.0 million on an investment in notes receivable and associated interest receivable due to changing market conditions potentially affecting the collectibility of the investment.

Income Taxes

During 2009, we recorded income tax expense at an effective rate of 0.5%. This rate includes a tax benefit at a (34.0)% federal rate, a state tax benefit, net of federal benefit, of (4.0)% and miscellaneous adjustments of 2.9%. Consistent with our conclusions at December 31, 2008, the tax benefits recorded were offset by a charge to the valuation allowance against our deferred tax assets of 35.6%, as we are unable to conclude that it is more likely than not that the assets will be realized.

We recorded income tax expense of approximately $54.4 million in 2008, which represented a negative 83.7% effective rate. The rate includes a tax benefit at a 34.0% federal rate and a state tax benefit of approximately 4.4%, offset by an increase in the valuation allowance of 120.0% and 2.1% of other permanent item adjustments.

During the third quarter of 2008, we recorded $5.8 million of valuation allowance against our federal and state net operating loss carryforwards expiring in years 2017 through 2021, based on insufficient future taxable income during those years. As a result of our anticipated failure to meet the required financial covenants in our credit agreement at March 31, 2009, the potential acceleration of the maturity of our debt creates uncertainty in our ability to continue as a going concern. Consequently, during the fourth quarter of 2008, we recorded an additional valuation allowance of approximately $73.3 million, as were unable to conclude that it is more likely than not that our deferred tax assets will be realized, given this uncertainty. The additional valuation allowance recorded included approximately $26.0 million for net operating loss carryforwards expiring in years 2022 through 2028.

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We have cumulative gross federal and state tax loss carryforwards of approximately $205.7 million at December 31, 2009, which expire in the years 2010 through 2029. The utilization of a portion of these net operating loss carryforwards for federal income tax purposes is limited, pursuant to the annual utilization limitations provided under the provisions of Internal Revenue Code Section 382.

Discontinued Operations

We applied current accounting guidance to the sale of our Watertown, New York market in 2008, which requires that in a period in which a component of an entity has been disposed of or is classified as held for sale, the income statement of a business enterprise for current and prior periods shall report the results of operations of the component, including any gain or loss recognized, in discontinued operations. The table below summarizes the effect of the reclassification on the years ended December 31, 2009 and December 31, 2008 (in thousands):

	2009		2008
Net broadcast revenue		—	$	182
Station operating expense		—		156
Depreciation and amortization expense		—		—
Allocated interest expense		—		15
Gain on sale of radio stations		—		(638	)
Gain before income taxes		—		649
Income tax expense		—		(238	)
Net income		—	$	411

Year ended December 31, 2008 as compared to year ended December 31, 2007

Results of continuing operations for the year ended December 31, 2008 compared to December 31, 2007 were impacted by several factors. Of primary significance was a general deterioration in spending by advertisers due to recessionary economic conditions throughout the United States, especially during the fourth quarter of 2008, but for certain advertiser categories, throughout the entire 2008 year. The impact of these poor economic conditions was offset partially by strong political revenues in 2008 compared to 2007 in certain of our markets.

Net Broadcast Revenues

The radio industry overall experienced a 9% decrease in revenues in 2008 compared to 2007, according to the Radio Advertising Bureau (“RAB”). The RAB further indicated that in 2008, local revenues decreased 10% and national revenues decreased 12%. In 2008, our net broadcast revenue was derived from approximately 86% local revenue and 14% national revenue.

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Net broadcast revenues for Regent decreased 1.6%, to approximately $96.3 million in 2008 from approximately $97.9 million in 2007. The table below provides a summary of the net broadcast revenue variance for the comparable twelve-month periods (in thousands):

Net broadcast revenue variance:

	(Decrease)
	increase in net
	broadcast			%
	revenue			Change
Local revenue	$	(1,248	)		(1.6	)%
National revenue		(1,588	)		(13.8	)%
Political revenue		1,320			224.1	%
Barter revenue		(33	)		(0.9	)%
Other		(23	)		(1.0	)%
Net broadcast revenue variance	$	(1,572	)		(1.6	)%

Local revenue — The decrease of 1.6% in local revenue in 2008 compared to 2007 was due primarily to the effects on advertising spending of deteriorating economic conditions throughout the United States, which primarily affected us during the fourth quarter of 2008. Despite an economic downturn in most of the local economies in which we operated, certain of our markets experienced increases in local direct and agency advertising revenues, primarily our Bloomington, Illinois and Utica, New York markets. Bloomington benefited from strong agricultural advertising spending, while Utica benefited from strong sales initiatives for local direct and agency business. The overall declines in local direct and agency revenues were partially offset by increases in Interactive revenue and non-traditional event revenue. Interactive revenue increased by approximately $1.2 million in 2008, as we continued to develop our Interactive initiative during the year. Non-traditional revenues increased due to strong attendance at our Taste of Country event in our Buffalo, New York market and our Countryfest event in our Albany, New York market. Our Utica, New York market experienced higher non-traditional revenue in 2008 due to stronger attendance at several non-traditional revenue events over the prior year, in addition to rolling out a new non-traditional revenue event during the year.

National revenue — National revenue decreased approximately $1.6 million in 2008, or 13.8%, compared to 2007. The decline in national revenue was seen across the majority of our broadcast markets, and was due primarily to the difficult economic conditions present during 2008, particularly during the fourth quarter. Three of our broadcast markets, Lafayette, Louisiana, Ft. Collins, Colorado, and Bloomington, Illinois, saw increases in their national revenue in the 2008 year. Ft. Collins and Lafayette benefited from stronger station ratings, which led to more national advertising for their stations. Bloomington reclaimed several large national accounts that had not advertised on the stations during the 2007 year.

Political revenue — Political revenue increased approximately $1.3 million in 2008 compared to 2007. The largest increases were seen in our Ft. Collins, Colorado, Buffalo, New York, and St. Cloud, Minnesota markets. Ft. Collins saw an influx of political advertising revenue for state ballot propositions and initiatives, as well as for federal senate and congressional races, while Buffalo benefited from local and state governmental races and ballot initiatives. St. Cloud saw increased political advertising due to a strongly-contested U.S. Senate race, in addition to local government races and ballot initiatives.

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Station Operating Expenses

Station operating expenses decreased 2.7%, to approximately $61.4 million in 2008 from approximately $63.1 million in 2007. The table below provides a summary of the station operating expense variance for the comparable twelve-month periods (in thousands):

Station operating expense variance:

	Decrease
	(increase) in
	station operating			%
	expense			Change
Technical expense	$	155			4.4	%
Programming expense		383			2.2	%
Promotion expense		1,136			34.9	%
Interactive expense		(522	)		(71.0	)%
Sales expense		549			2.8	%
Administrative expense		(3	)		(0.0	)%
Barter expense		8			0.2	%
Station operating expense variance	$	1,706			2.7	%

Technical expense — Technical expenses decreased approximately 4.4%, due primarily to fewer equipment repair costs and associated outside consulting fees, as well as fewer software fees. These decreases were partially offset by higher utility expenses during the period.

Programming expense — Programming expense decreased by approximately 2.2% during 2008. The decrease was due to a combination of salary savings, primarily in our Evansville, Indiana market, where we began broadcasting a syndicated program for the morning drive on one of our stations, and reduced outside consulting and research projects during the year. These savings were partially offset by increased music license fees in the majority of our broadcast markets.

Promotion expense — Promotion expense decreased 34.9% compared to the 2007 year, primarily due to lower levels of promotional spending for television time, billboards, contests, direct mail promotions and promotional products, as we continued to manage our discretionary costs in response to challenging economic conditions.

Interactive expense — Interactive expense increased 71.0% during 2008, as our Interactive initiative continued its growth trend. The largest increases in 2008 were in salaries and commissions, as the majority of our markets employed Interactive sales managers and program directors for the full 2008 year, and incurred more commission expense due to increased revenues.

Sales expense — During 2008, sales expense decreased 2.8%. The decrease was due primarily to lower commissions, bonuses and national representation fees associated with lower revenue levels in 2008. These savings were partially offset by increased event costs for several of our non-traditional events in 2008 and increased rating service fees.

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Depreciation and Amortization

Depreciation and amortization expense of approximately $4.2 million in 2008 decreased by 16.6% from approximately $5.0 million for the 2007 year. The decrease is due primarily to $0.8 million of amortization expense for acquired advertising contracts during the first quarter of 2007 related to the acquisition of the Buffalo, New York stations in 2006. The advertising contracts were fully amortized as of March 31, 2007. The remaining change in expense was due to decreased depreciation expense of approximately $0.1 million during 2008, as many assets acquired through our purchases of the Grand Rapids, Michigan and Albany, New York broadcast markets are now fully depreciated. The decreases in Grand Rapids and Albany were partially offset by increased depreciation expense for our newly-remodeled broadcast facility in our Evansville, Indiana market.

Corporate General and Administrative Expenses

Corporate general and administrative expense of approximately $6.9 million in 2008 decreased approximately 5.8% or $0.4 million from approximately $7.3 million in 2007. The reduction was caused primarily by: decreased non-cash expense related to the Company’s deferred compensation match, caused by a decline in the value of the plan’s assets; savings in business travel expenses; savings in connectivity charges; and reduced bonus expense based upon the Company’s operating results compared to its established goals. These savings were offset partially by increased salaries and non-cash stock compensation expense related to the issuance of nonvested shares of our common stock.

Activist Defense Costs

In the third quarter of 2007, we incurred approximately $0.6 million in legal and other costs related to the settlement of a stockholder activist lawsuit. Further information pertaining to this matter was filed on the Company’s Form 8-K dated September 14, 2007. No activist defense costs were incurred in 2008.

Impairment of Indefinite-Lived Intangible Assets and Goodwill

Based on deteriorating national economic conditions and volatility in the equity markets, we performed an analysis for potential impairment of our indefinite-lived intangible assets and goodwill during the third quarter of 2008. Based primarily upon declining radio station transaction multiples, decreases in our common stock price, and changes in the cost of capital, we determined that the fair value of goodwill and FCC licenses for certain of our broadcast markets was less than the carrying values recorded in our financial statements. Consequently, we recorded estimated pre-tax impairment charges of approximately $67.5 million against FCC licenses and goodwill during the third quarter of 2008. During the fourth quarter of 2008, we finalized our analysis, with no significant changes to the amount of impairment recorded. Also, no further impairment charges were recorded during our annual testing of indefinite-lived intangible assets and goodwill during the fourth quarter of 2008. In 2007, we recorded impairment of FCC licenses and goodwill of approximately $163.6 million.

Gain on Sale of Radio Stations

During the first quarter of 2008, we disposed of WTMM-AM in Albany, New York and WECK-AM in Buffalo, New York. The sale of the stations did not qualify for discontinued operations treatment under current accounting guidance. We recorded a gain of approximately $0.5 million on the sale of these stations.

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Interest Expense

Interest expense decreased to approximately $11.8 million in 2008 from approximately $16.8 million in 2007. The $5.0 million decrease was due primarily to a decrease in average interest rates during 2008 compared to 2007. A reduction in average outstanding borrowings under our credit agreement also contributed to the decrease in interest expense, as we repaid outstanding debt under the agreement with proceeds from the sale of several radio properties during the first quarter of 2008, and with cash provided by our operations. Our average debt level in 2008 was approximately $193.3 million, compared to approximately $212.5 million in 2007.

Realized and Unrealized (Loss) Gain on Derivatives

In order to mitigate the impact of potential interest rate fluctuations, during the fourth quarter of 2006, we swapped the interest rates on both the Term A Loan and Term B Loan portions of our credit agreement, from floating to fixed. The Term A Loan pricing is fixed at approximately 4.83% for five years and the Term B Loan pricing is fixed at approximately 4.72% for five years, in both cases plus the Applicable Margin. Since hedge accounting was not applied to these interest rate swap agreements, revaluation gains and losses associated with changes in the fair value measurement of the swaps are recorded within realized and unrealized (loss) gain on derivatives in the Consolidated Statements of Operations. We recorded approximately $6.5 million of unrealized loss related to the change in the fair value of the swaps during the 2008 year, compared to approximately $6.2 million of unrealized loss for the 2007 year. Additionally, we recorded approximately $2.2 million of realized loss during 2008 related to the unfavorable swap fixed rates compared to market rates during the period. For the 2007 year, we recorded approximately $1.0 million of realized gain due to the favorable swap fixed rates compared to market rates during the period.

Impairment of Notes Receivable

During the third quarter of 2008, we recorded an other-than-temporary impairment loss of approximately $1.0 million on an investment in notes receivable and associated interest receivable due to changing market conditions potentially affecting the collectibility of the investment.

Income Taxes

We recorded income tax expense of approximately $54.4 million in 2008, which represented a negative 83.7% effective rate. The rate includes a tax benefit at a 34% federal rate and a state tax benefit of approximately 4.4%, offset by an increase in the valuation allowance of 120.0% and 2.1% of other permanent item adjustments. We recorded an income tax benefit on the loss from continuing operations of approximately $60.6 million in 2007, which represented a 37.1% effective rate. The rate included a tax benefit at a 34% federal rate and a state tax benefit of approximately 3.9%, offset by other permanent item adjustments, primarily related to the write-off of non tax-deductible goodwill, of 0.8%.

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During the third quarter of 2008, we recorded $5.8 million of valuation allowance against our federal and state net operating loss carryforwards expiring in years 2017 through 2021, based on insufficient future taxable income during those years. As a result of our anticipated failure to meet the required financial covenants in our credit agreement at March 31, 2009, the potential acceleration of the maturity of our debt creates uncertainty in our ability to continue as a going concern. Consequently, during the fourth quarter of 2008, we recorded an additional valuation allowance of approximately $73.3 million, as were unable to conclude that it is more likely than not that our deferred tax assets will be realized, given this uncertainty. The additional valuation allowance recorded included approximately $26.0 million for net operating loss carryforwards expiring in years 2022 through 2028.

We have cumulative gross federal and state tax loss carryforwards of approximately $149.5 million at December 31, 2008, which expire in the years 2009 through 2028. The utilization of a portion of these net operating loss carryforwards for federal income tax purposes is limited, pursuant to the annual utilization limitations provided under the provisions of Internal Revenue Code Section 382.

Discontinued Operations

We applied the provisions of current accounting guidance to the sale of our Watertown, New York market in 2008, which requires that in a period in which a component of an entity has been disposed of or is classified as held for sale, the income statement of a business enterprise for current and prior periods shall report the results of operations of the component, including any gain or loss recognized, in discontinued operations. The table below summarizes the effect of the reclassification on the years ended December 31, 2008 and December 31, 2007 (in thousands):

	2008			2007
Net broadcast revenue	$	182		$	2,410
Station operating expense		156			1,739
Depreciation and amortization expense		—			91
Allocated interest expense		15			145
Gain on sale of radio stations		(638	)		(49	)
Gain before income taxes		649			484
Income tax expense		(238	)		(188	)
Net income	$	411		$	296

LIQUIDITY AND CAPITAL RESOURCES

Executive Overview

Our cash and cash equivalents balance at December 31, 2009 was approximately $9.9 million compared to approximately $1.1 million at December 31, 2008. Cash balances between years fluctuate due to the timing of when monies are received and expenditures are made. We typically maintain a target cash balance of approximately one million dollars, as our excess cash generated by operating activities after investing activities is typically utilized to reduce outstanding debt. However, due to the likelihood that available borrowings under our credit agreement could be suspended, we borrowed $13.5 million of our available revolver balance, to enable us to make scheduled repayments of debt and interest through the remainder of 2009.

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At December 31, 2009, all outstanding balances from our old credit agreement of $187.7 million were classified as current liabilities on our balance sheet as a result of our continuing events of default. Also at December 31, 2009, we had three LIBOR-based interest rate swap agreements on our Term B Loan, which effectively converted approximately $105.8 million of our current outstanding loan balance from variable-rate to fixed-rate debt and two LIBOR-based interest rate swap agreements on our Term A Loan, which effectively converted $41.4 million from variable-rate to fixed-rate debt. During 2009, we realized a loss of approximately $6.1 million related to these agreements as a result of lower market interest rates compared to our fixed rates.

The swap agreements were terminated in letters received from our banks in January 2010 which calculated termination amounts totaling approximately $12.1 million as of January 12, 2010. The Termination Amounts from each party included accrued interest payable at the applicable rate in their respective Master Agreements. The swap agreements were settled at the same percent as the first lien debt holders in the reorganization plan.

Upon our emergence from Chapter 11 Bankruptcy on April 27, 2010, we entered into a new Credit Agreement with General Electric Capital Corporation, as administrative agent and collateral agent, GE Capital Markets, Inc., as sole lead arranger and book runner, and a syndicate of certain financial institutions. Also on the Effective Date, we entered into a Subordinated Notes Agreement with General Electric Capital Corporation, as subordinated notes agent, and a syndicate of certain financial institutions. Currently there are no interest swap agreements in place related to the new credit facility.

Our tax position may be impacted as a result of our emergence from Chapter 11 Bankruptcy. Under IRC Section 382, if a corporation or a consolidated group of corporations with net operating losses (“NOLs”) undergoes an “ownership change,” the loss corporation’s use of its pre-change NOLs (and certain other tax attributes) generally will be subject to an annual limitation in the post-change period. In general, an “ownership change” occurs if the percentage of the value of the loss corporation’s stock owned by one or more direct or indirect “five percent shareholders” increases by more than fifty percentage points over the lowest percentage of value owned by the five percent shareholders at any time during the applicable testing period . The testing period generally is the shorter of (i) the three-year period preceding the testing date or (ii) the period of time since the most recent ownership change of the corporation. We are currently evaluating the impact of the ownership change and its impacts upon our cash and liquidity.

2009 Sources and Uses of Funds

Sources of Funds

In 2009, our sources of cash, derived primarily from a combination of cash provided by operating activities and borrowings under our credit agreement, were used to fund various investing and financing transactions totaling approximately $12.0 million.

Net cash provided by operating activities decreased 54.4% in 2009 to approximately $7.0 million, compared to $15.4 million in 2008. The $8.4 million decrease was due to a combination of lower station operating income and increased realized cash losses on our interest rate swap agreements.

Cash flows provided by financing activities were approximately $2.5 million in 2009 compared to cash flows used in financing activities of approximately $21.3 million in 2008. The change in financing activities primarily reflects the pay down of debt in 2008 with proceeds from the sale of radio stations and cash from operations.

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At December 31, 2009, we had borrowings under our credit facility of approximately $187.7 million, comprised of approximately $105.8 million under our Term B Loan, a $41.4 million Term A Loan, and $40.5 million of revolver borrowings. As we were in credit default at December 31, 2009 we were unable to borrow on the revolving credit facility. Borrowings under the credit agreement bore interest at an average rate of 6.11% and 3.44% at December 31, 2009 and December 31, 2008, respectively. Our weighted-average interest rate for the year ended December 31, 2009 and December 31, 2008 was 5.00% and 5.62%, respectively.

Upon our emergence from Chapter 11 Bankruptcy, we entered into a new Credit Agreement with General Electric Capital Corporation, as administrative agent and collateral agent, GE Capital Markets, Inc., as sole lead arranger and book runner, and a syndicate of certain financial institutions. The Credit Agreement provides for a term loan in an aggregate principal amount of $95,000,000 with a maturity date of April 27, 2014. The Credit Agreement provides for a revolving loan in an aggregate principal amount of up to $2,000,000 with a maturity date of April 27, 2012.

The terms of the term loan under the credit agreement sets the interest rate to one-month Eurodollar Rate plus 4.0% and, upon an event of default, increased to one-month Eurodollar Rate plus 6.0%, provided that in each case there is a Eurodollar Rate floor of 1.25%.

The new Credit Agreement is guaranteed by the Company, Regent Broadcasting Management, LLC and all of the direct and indirect subsidiaries of Regent Broadcasting, LLC. The obligations under the Credit Agreement are secured by a first-priority lien (subject to certain permitted liens and exceptions) on substantially all of the tangible and intangible assets of Borrower and the Guarantors. The Credit Agreement contains customary covenants, which, among other things require Borrower and the Guarantors to meet certain financial tests and limit their ability to: incur indebtedness and liens; make investments; make asset sales; pay dividends or make other restricted payments; engage in mergers or other fundamental changes; enter into transactions with affiliates; and other covenants customary for such a credit facility.

Additionally, we entered into a new Subordinated Notes Agreement (the “Subordinated Notes Agreement”) with General Electric Capital Corporation, as subordinated notes agent, and a syndicate of certain financial institutions. The Subordinated Notes Agreement provides for 12% Senior Subordinated PIK Notes in an initial aggregate principal amount of $25,000,000 with a maturity date of October 27, 2014. The entire unpaid principal balance of such subordinated notes shall bear interest at 12% per annum and interest shall only be paid-in-kind by being added to principal.

The new Subordinated Notes Agreement is guaranteed by the Company, Regent Broadcasting Management, LLC and all of the direct and indirect subsidiaries of the Company. The Subordinated Notes Agreement contains customary covenants, which, among other things limit the ability of Regent Communications, Inc., Regent Broadcasting, LLC and their direct and indirect subsidiaries to incur indebtedness and liens; make investments; make asset sales; pay dividends or make other restricted payments; engage in mergers or other fundamental changes; enter into transactions with affiliates; and contains other customary covenants.

Under the terms of the term loan in the new credit agreement, we are subject to a Maximum Consolidated Leverage Ratio and a Minimum Consolidated Fixed Charge Coverage Ratio, as well as to negative covenants customary for facilities of this type. The Maximum Consolidated Leverage Ratio is 6.40:1.00 at December 31, 2010. The ratio will decrease to 5.90:1.00 at March 31, 2011 and will be 4.80:1.00 at December 31, 2011. Over the remaining period, the Maximum Consolidated Leverage Ratio will decrease to 4.50:1.00. The Minimum Consolidated fixed charge Coverage Ratio is 1.75:1.00 at December 31, 2010 and increases to 1.85:1.00 at March 31, 2011, at which point such leverage remains throughout the remaining life of the credit agreement.

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Uses of Funds

In 2009, we utilized our sources of cash primarily to repay borrowings under our credit agreement and fund capital expenditures.

Net cash used in investing activities was approximately $700,000 in 2009, compared to approximately $5.6 million provided by investing activities in 2008. The cash used by investing activities in 2009 was primarily capital expenditures. During the first quarter of 2008, the sale of our four Watertown stations and one station in each of our Albany and Buffalo, New York markets provided approximately $7.9 million of net cash proceeds.

We funded capital expenditures of approximately $0.7 million in 2009 compared to $2.4 million in 2008. The decrease was due primarily to approximately $1.2 million of expenditures in 2008 related to our Evansville, Indiana consolidation project, where we built an operating facility with sufficient space to accommodate all of our Evansville radio stations, which were originally purchased from two separate sellers. We expect 2010 capital expenditures to be approximately $2.0 million in total for maintenance capital expenditures.

We are required to repay the New Term Loan in an amount equal to $237,500 on each March 31, June 30, September 30 and December 31 of each year beginning June 30, 2010. We are required to repay the Term Loans in full on the Term Loan Maturity Date. Amounts of Term Loans repaid may not be reborrowed. Also, we are required to repay Revolving Loans, if any, in an amount equal to $125,000 on each March 31, June 30, September 30 and December 31 of each year. We are required to repay the Revolving Loans in full on the Scheduled Revolving Credit Termination Date of April 27, 2012. Amounts of Revolving Loans repaid may be reborrowed. We currently project that the revolver will not be utilized in the foreseeable future.

In addition to regularly scheduled debt repayments, we may also be subject to prepayments of borrowings under our credit agreement for excess cash flow generated by the Company. Excess cash flow, as defined in the credit agreement, is substantially calculated as follows:

Consolidated EBITDA minus: any cash principal payment on the loans during such period other than any mandatory prepayment required; any scheduled or other mandatory cash principal payment on any Capitalized Lease Obligation or other Indebtedness; any Capital Expenditure; Consolidated Cash Interest Expense; any cash losses from extraordinary items; any cash payment made during such period to satisfy obligations for United States federal income taxes or other taxes measured by net income; any increase in Working Capital plus: any provision for United States federal income taxes or other taxes measured by net income; any decrease in Working Capital.

We are required to pay to the Administrative Agent, within 5 Business Days after (i) the last date the Financial Statements for the second Fiscal Quarter can be delivered as required by the credit facility for any Fiscal Year, 50% of the Excess Cash Flow for the first and second Fiscal Quarters of such Fiscal Year, and (ii) the last date Financial Statements can be delivered as required by the Credit Facility for any Fiscal Year, an amount equal to 50% of the Excess Cash Flow for such Fiscal Year; provided that for the Fiscal Year ended December 31, 2010, such amount shall be equal to 50% of the Excess Cash Flow for the third and fourth Fiscal Quarters of such Fiscal Year.

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We are required to pay certain fees to the agent and the lenders for the underwriting commitment and the administration and use of the credit agreement. The unused commitment for the new revolving facility is 0.5%.

Cash Requirements

The Term loan commitment will begin scheduled payment reductions on June 30, 2010. Repayments under the credit agreement are as follows:

					Total
	Term Loan		Revolver		Paydowns
2010	$	712,500	$	0	$	712,500

We believe that the cash generated from operations and available cash on hand will be sufficient to meet our requirements for corporate expenses, capital expenditures and scheduled debt repayments under the new credit agreement over the next 12 months.

2008 Sources and Uses of Funds

Sources of Funds

In 2008, our sources of cash, derived primarily from a combination of cash provided by operating activities, cash received from the sale of stations and borrowings under our credit agreement, were used to fund various investing and financing transactions totaling approximately $33.8 million.

Net cash provided by operating activities increased approximately 13.0% in 2008 to approximately $15.4 million, compared to $13.6 million in 2007. The $1.8 million increase was due primarily to lower interest expense costs as a result of lower interest rates and outstanding debt balances, offset partially by realized cash losses on our interest rate swap agreements.

Net cash provided by investing activities was approximately $5.6 million in 2008, compared to approximately $7.6 million used in investing activities in 2007. During the first quarter of 2008, the sale of our four Watertown stations and one station in each of our Albany and Buffalo, New York markets provided approximately $7.9 million of net cash proceeds. During 2007, we expended approximately $4.6 million for the purchase of WBZZ-FM (formerly WNYQ-FM) in Albany, New York.

At December 31, 2008, we reclassified all outstanding balances under our credit agreement to currently payable, as our lenders may, at their discretion, accelerate the payments of the outstanding amounts to current, due to our failure to comply with certain covenants of the credit agreement. However, it is not certain that our lenders will require such amounts to be accelerated. Accordingly, we are providing the information below with regard to certain terms and conditions contained within our credit agreement in the event the debt is not required to be repaid currently.

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Any required prepayments are applied to the principal of the outstanding borrowings on a pro rata basis, with a resulting permanent reduction of available commitment for both the Term A and Term B portions of the credit agreement. Available commitment under the revolving agreement is not affected by any required excess cash flow prepayments. In April 2008, we were required to permanently repay borrowings under the Term A Loan and Term B Loan portions of our credit agreement based upon the calculation of excess cash flow generated by our operations. Based on this calculation, we repaid approximately $3.6 million of borrowings under our Term B Loan and approximately $1.5 million of borrowings under our Term A Loan. We used borrowings from our revolving facility to fund the required repayments.

Borrowings under the Term A Loan and the revolving facility bear interest at a rate equal to, at the Company’s option, either (a) the higher of the rate announced or published publicly from time to time by the agent as its corporate base rate of interest or the Federal Funds Rate plus 0.5%, in either case plus the applicable margin determined under the credit agreement, which varies between 0.0% and 1.0% depending upon the Company’s Consolidated Leverage Ratio, or (b) the Eurodollar Rate plus the applicable margin, which varies between 0.75% and 2.5%, depending upon our Consolidated Leverage Ratio. Borrowings under the Term B Loan bear interest at a rate equal to, at our option, either (a) the higher of the rate announced or published publicly from time to time by the agent as its corporate base rate of interest or the Federal Funds Rate plus 0.5%, in either case plus an applicable margin of 2.5%, or (b) the Eurodollar Rate plus an applicable margin of 2.5%. Effective February 23, 2007, we entered into an amendment to our credit agreement. The material terms of the amendment were a reduction of the Applicable Margin on Base Rate and Eurodollar Loans under the credit agreement to 2.25% for Eurodollar Loans and 0.75% for Base Rate Loans under the Term B Loan of the facility.

We have three LIBOR-based interest rate swap agreements on our Term B Loan, which effectively convert approximately $109.2 million from variable-rate to fixed-rate debt. The swap agreements became effective on December 6, 2006 and expire December 31, 2011. Under the agreements, payments are made based on a fixed rate of approximately 4.72%, plus applicable margin. In addition, we also have two LIBOR-based interest rate swap agreements on our Term A Loan, which effectively convert approximately $46.0 million from variable-rate to fixed-rate debt. The swap agreements became effective on December 15, 2006 and expire December 15, 2011. Under the agreements, payments are made based on a fixed rate of approximately 4.83%, plus applicable margin.

At December 31, 2008, we had borrowings under the credit agreement of approximately $185.1 million, comprised of approximately $109.2 million under our Term B Loan, a $46.0 million Term A Loan, $29.9 million of revolver borrowings, and available borrowings of approximately $45.0 million, subject to the terms and conditions of the facility. Subsequent to December 31, 2008, we borrowed approximately $9.5 million under the revolving portion of our credit agreement, leaving available borrowings of approximately $35.5 million. Borrowings under the credit agreement bore interest at an average rate of 3.44% and 7.01% at December 31, 2008 and December 31, 2007, respectively. Our weighted-average interest rate for the year ended December 31, 2008 and December 31, 2007 was 5.62% and 7.49%, respectively. We are required to pay certain fees to the agent and the lenders for the underwriting commitment and the administration and use of the credit agreement. The underwriting commitment varies between 0.25% and 0.50% depending upon the amount of the credit agreement utilized.

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Uses of Funds

In 2008, we utilized our sources of cash primarily to repay borrowings under our credit agreement and fund capital expenditures.

Cash flows used in financing activities were approximately $21.3 million in 2008 compared to approximately $8.8 million in 2007. The change in financing activities primarily reflects the pay down of debt in 2008 with proceeds from the sale of radio stations.

We funded capital expenditures of approximately $2.4 million in 2008 compared to approximately $3.1 million in 2007. Maintenance capital expenditures, excluding HD technology expenditures, were approximately $1.1 million in 2008 compared to $2.1 million in 2007. We incurred expenditures of approximately $0.1 million related to the conversion of one AM radio station to HD technology in early 2009, compared to $1.0 million related to the conversion of nine of our FM radio stations to HD technology in 2007. We also incurred approximately $1.2 million in 2008 related to our Evansville, Indiana consolidation project, where we built an operating facility with sufficient space to accommodate all of our Evansville radio stations, which were originally purchased from two separate sellers.

Off-Balance Sheet Financing Arrangements

We do not have off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

We have no other off-balance sheet financing arrangements with related or unrelated parties and no unconsolidated subsidiaries.

Effect of Recently Issued Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Account Principles — a replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168 is the new source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This statement was incorporated into Accounting Standards Codification (“ASC”) 105, “Generally Accepted Accounting Principles” under the new FASB codification (“Codification”) which became effective on July 1, 2009. The new Codification supersedes all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. We adopted this standard during the third quarter of 2009. We have included the references to the Codification, as appropriate, in these consolidated financial statements. Adoption of this statement did not have an impact on our consolidated results of operations, cash flows or financial condition.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 is effective for fiscal years beginning after December 15, 2008 and early adoption is prohibited. SFAS 160 was incorporated into ASC 810, “Consolidation” (“ASC 810”) and requires companies to present minority interest separately within the equity section of the balance sheet. We adopted this statement as of January 1, 2009 and it had no impact on our consolidated results of operations, cash flows or financial condition.

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In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161was incorporated into ASC 815, “Derivatives and Hedging” (“ASC 815”). ASC 815 requires entities to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement became effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We adopted this statement on January 1, 2009 and the adoption had no impact on our results of operations, cash flows or financial condition. (See Note 13 — Fair Value of Financial Instruments.)

In May 2009, the FAB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). The statement establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but prior to the issuance of financial statements. This statement was incorporated into ASC 855, “Subsequent Events” (“ASC 855”). This statement was effective for interim or annual reporting periods after June 15, 2009. ASC 855 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements as well as the circumstances under which the entity would recognize them and the related disclosures an entity should make. This statement became effective for our financial statements as of June 30, 2009.

In April 2008, the FASB issued FASB Staff Position No. 142-3, “Determination of the Useful Lives of Intangible Assets” (“FSP 142-3”. FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of an intangible asset. Under the new codification this interpretation was incorporated into two different ASCs, ASC 275, “Risks and Uncertainties’ (“ASC 275”) and ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”). This interpretation was effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those years. We adopted the staff position on January 1, 2009, and it did not have a material impact on our consolidated results of operations, cash flows or financial condition.

In June 2009, the FASB issued SFAS No 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), which amended the consolidation guidance for variable-interest entities in ASC 810, “Consolidations.” The amendments include: (1) the elimination of the exemption for qualifying special purpose entities (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2009. We will adopt the provisions of SFAS 167 on January 1, 2010 and are currently the impact this statement will have on our consolidated results of operations, cash flows and financial position.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS 141R”), which was incorporated into ASC 805, “Business Combinations” (“ASC 805”). ASC 805 requires an acquirer to recognize all of the fair values of acquired assets, including goodwill, and assumed liabilities, with limited exceptions, even in instances where the acquirer has not acquired 100% of its target. ASC 805 also requires that contingent consideration be measured at fair value at that acquisition date and included on that basis in the purchase price consideration. Under ASC 805, transaction costs would be expensed as incurred. ASC 805 amends ASC 740-10 “Income Taxes” (“ASC 740”) to require the acquiring entity to recognize changes in the amount of its deferred tax benefits that are recognizable due to a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, based upon the circumstances. ASC 805 is effective for fiscal years beginning after December 15, 2008. We adopted this statement on January 1, 2009, with no effect on our consolidated results of operations, cash flows or financial position.

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In February 2009, the FASB issued SFAS No. 141R-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies,” which allows an exception to the recognition and fair value measurement principles of ASC 805. This exception requires that acquired contingencies be recognized at fair value on the acquisition date if fair value can be reasonably estimated during the allocation period. This statement update was effective for us as of January 1, 2009 for all business combinations that closed on or after January 1, 2009, and it did not have an impact on our consolidated results of operations, cash flows or financial position.

In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP 03-6-1”). Under the new FASB Codification, this FSSP was incorporated into ASC 260, “Earnings Per Share” (“ASC 260”). ASC 260 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method as described in current accounting guidance. Under the guidance in ASC 260, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. ASC 260 was effective on January 1, 2009 and prior-period earnings per share data were adjusted retrospectively. (See Note 7, “Earnings Per Share.”)

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

A smaller reporting company, as defined by Rule 229.10(f)(1), is not required to provide the information required by this Item.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Regent Communications, Inc.
Index to Financial Statements

	Page
Financial Statements:
Management’s Report on Internal Control Over Financial Reporting		58
Report of Independent Registered Public Accounting Firm		59
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007		60
Consolidated Balance Sheets at December 31, 2009 and 2008		61
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007		62
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the years ended December 31, 2009, 2008 and 2007		63
Notes to Consolidated Financial Statements		64
Financial Statement Schedule:
For each of the three years in the period ended December 31, 2009:
II — Valuation and Qualifying Accounts		97

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements and notes thereto.

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Townsquare Media’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) or Rule 15d-15(f) under the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, Townsquare Media’s Chief Executive Officer and Chief Financial Officer, and effected by our management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, Townsquare Media has assessed as of December 31, 2009, the effectiveness of its internal control over financial reporting. This assessment was based on criteria established in the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2009, the end of our fiscal year.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report regarding internal control over financial reporting was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K. In addition, this report by management regarding internal control over financial reporting is specifically not incorporated by reference into this Annual Report on Form 10-K or into any other filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

May 14, 2010

/s/ Steven Price Steven Price, Chief Executive Officer

/s/ Stuart Rosenstein Stuart Rosenstein, Chief Financial Officer

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Townsquare Media, Inc.:

We have audited the accompanying consolidated balance sheets of Townsquare Media, Inc. and subsidiaries (formerly known as Regent Communications, Inc.) (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ (deficit) equity, and cash flows for each of the three years in the period ended December 31, 2009. Our audits also included the financial statement schedule listed in the accompanying index at Item 8. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, on March 1, 2010, the Company filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. On April 27, 2010 (the “Effective Date”), the Company consummated the reorganization contemplated by the joint plan of reorganization and emerged from Chapter 11 bankruptcy proceedings. On the Effective Date, the Company entered into a number of related transactions and agreements pursuant to the joint plan of reorganization.

As discussed in Note 9 to the consolidated financial statements, the Company adopted the provisions of ASC 740, Income Taxes (formerly FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109), effective January 1, 2007.

/s/ Deloitte & Touche LLP Cincinnati, Ohio

May 14, 2010

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REGENT COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	YEAR ENDED DECEMBER 31,
	2009			2008			2007
Broadcast revenues, net of agency commissions of $8,339, $10,044 and $10,291 for the years ended December 31, 2009, 2008 and 2007, respectively	$	84,141		$	96,340		$	97,912
Station operating expenses		57,272			61,358			63,064
Depreciation and amortization		3,804			4,157			4,982
Corporate general and administrative expenses		9,085			6,876			7,296
Activist defense costs		—			—			599
Impairment of indefinite-lived intangible assets and goodwill		44,620			67,522			163,600
Gain on sale of radio stations		—			(507	)		—
Loss on sale of long-lived assets and other		46			267			52
Operating loss		(30,686	)		(43,333	)		(141,681	)
Interest expense		(10,283	)		(11,818	)		(16,757	)
Realized and unrealized (loss) gain on derivatives		(2,936	)		(8,717	)		(5,155	)
Impairment of note receivable and other, net		135			(1,145	)		162
Loss from continuing operations before income taxes		(43,770	)		(65,013	)		(163,431	)
Income tax (expense) benefit		(212	)		(54,389	)		60,561
Loss from continuing operations		(43,982	)		(119,402	)		(102,870	)
Discontinued operations:
Results from operations of discontinued operations, net of income taxes		—			7			266
Gain on sale of discontinued operations, net of income taxes		—			404			30
Gain on discontinued operations, net of income taxes		—			411			296
NET LOSS	$	(43,982	)	$	(118,991	)	$	(102,574	)
BASIC AND DILUTED LOSS PER COMMON SHARE:
Loss from continuing operations	$	(1.08	)	$	(3.07	)	$	(2.69	)
Discontinued operations		—			0.01			0.01
Net loss	$	(1.08	)	$	(3.06	)	$	(2.68	)
Weighted average number of common shares used in basic and diluted calculation		40,588			38,872			38,308

The accompanying notes are an integral part of these consolidated financial statements.

- 60 -

REGENT COMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	DECEMBER 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	9,888		$	1,094
Restricted cash		300			—
Accounts receivable, net of allowance of $512 and $527 at December 31, 2009 and 2008, respectively		12,794			13,914
Assets held for sale		156			156
Other current assets		2,618			1,716
Total current assets		25,756			16,880
Property and equipment, net		29,538			32,651
Intangible assets, net		97,729			135,252
Goodwill		11,172			18,392
Deferred tax assets		—			—
Other assets		1,692			2,109
Total assets	$	165,887		$	205,284
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current portion of long-term debt	$	187,730		$	185,128
Accounts payable		1,386			1,329
Accrued compensation		967			1,399
Other current liabilities		16,686			4,010
Total current liabilities		206,769			191,866
Long-term debt, less current portion		—			—
Other long-term liabilities		2,436			13,544
Total liabilities		209,205			205,410
Commitments and Contingencies (Note 14)
Stockholders’ deficit:
Common stock, $.01 par value, 100,000,000 shares authorized; 50,082,342 and 49,151,642 shares issued at December 31, 2009 and 2008, respectively		501			492
Treasury stock, 7,774,163 and 9,169,465 shares, at cost at December 31, 2009 and 2008, respectively		(40,780	)		(49,203	)
Additional paid-in capital		339,331			346,973
Accumulated deficit		(342,370	)		(298,388	)
Total stockholders’ deficit		(43,318	)		(126	)
Total liabilities and stockholders’ deficit	$	165,887		$	205,284

The accompanying notes are an integral part of these consolidated financial statements.

- 61 -

REGENT COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	YEAR ENDED DECEMBER 31,
	2009			2008			2007
Cash flows from operating activities:
Net loss	$	(43,982	)	$	(118,991	)	$	(102,574	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment of indefinite-lived intangible assets and goodwill		44,620			67,522			163,600
Depreciation and amortization		3,804			4,157			5,073
Provision for doubtful accounts		694			446			286
Deferred income tax expense (benefit)		—			54,326			(60,590	)
Non-cash interest expense		465			582			556
Non-cash charge for compensation		690			1,155			1,124
Unrealized (gain) loss on derivatives		(3,190	)		6,540			6,150
Gain on sale of radio stations, net		—			(1,155	)		(49	)
(Gain) loss on sale of long-lived assets		(87	)		179			52
Impairment of note receivable and other, net		39			996			(105	)
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable		448			1,380			458
Other assets		(1,001	)		21			(309	)
Current and long-term liabilities		4,512			(1,772	)		(60	)
Net cash provided by operating activities		7,012			15,386			13,612
Cash flows from investing activities:
Acquisitions of radio stations, acquisition-related costs, and escrow deposits on pending acquisitions, net of cash acquired		—			—			(4,630	)
Capital expenditures		(645	)		(2,375	)		(3,064	)
Proceeds from the sale of radio stations		—			7,888			—
Investment in restricted cash		(300	)		—			—
Proceeds from sale of long-lived assets and other		245			136			67
Net cash (used in) provided by investing activities		(700	)		5,649			(7,627	)
Cash flows from financing activities:
Proceeds from issuance of common stock		10			71			165
Proceeds from borrowings of long-term debt		13,500			10,000			5,500
Principal payments on long-term debt		(10,898	)		(31,222	)		(14,150	)
Payment of financing costs		—			—			(175	)
Treasury stock purchases		(16	)		(68	)		(84	)
Repayment of capital lease obligations		(114	)		(113	)		(100	)
Net cash provided by (used in) financing activities		2,482			(21,332	)		(8,844	)
Net increase (decrease) in cash and cash equivalents		8,794			(297	)		(2,859	)
Cash and cash equivalents at beginning of year		1,094			1,391			4,250
Cash and cash equivalents at end of year	$	9,888		$	1,094		$	1,391
Supplemental schedule of non-cash investing and financing activities:
Capital lease obligations for property and equipment	$	129		$	61		$	221
Accrued capital expenditures	$	0		$	37		$	108
Supplemental data:
Cash paid for interest	$	6,892		$	11,542		$	16,646
Cash paid for income taxes	$	238		$	124		$	184

The accompanying notes are an integral part of these consolidated financial statements.

- 62 -

REGENT COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(In thousands, except share amounts)

												Accumulated		Total
						Additional						Other		Stockholders’
	Common		Treasury			Paid-In			Accumulated			Comprehensive		(Deficit)
	Stock		Stock			Capital			Deficit			Loss		Equity
Balance, December 31, 2006	$	483	$	(53,099	)	$	348,518		$	(76,742	)	$	—	$	219,160
Cumulative effect of FIN 48 adoption		—		—			—			(81	)		—		(81	)
Issuance of 270,900 nonvested shares, net of forfeitures		3		—			(3	)		—			—		—
Amortization of nonvested shares		—		—			508			—			—		508
Issuance of 160,449 shares of treasury stock for 401(k) match		—		826			(336	)		—			—		490
Issuance of 76,443 shares of treasury stock for employee stock purchase plan		—		387			(222	)		—			—		165
Purchase of 28,771 shares of treasury stock		—		(84	)		—			—			—		(84	)
Stock-based compensation expense related to employee stock purchase plan		—		—			30			—			—		30
Net loss		—		—			—			(102,574	)		—		(102,574	)
Balance, December 31, 2007		486		(51,970	)		348,495			(179,397	)		—		117,614
Issuance of 536,450 nonvested shares, net of forfeitures		6		—			(6	)		—			—		—
Stock bonus award (54,923 shares)		—		258			(183	)		—			—		75
Amortization of nonvested shares		—		—			641			—			—		641
Issuance of 491,827 shares of treasury stock for 401(k) match		—		2,218			(1,707	)		—			—		511
Issuance of 78,506 shares of treasury stock for employee stock purchase plan		—		359			(288	)		—			—		71
Purchase of 49,626 shares of treasury stock		—		(68	)		—			—			—		(68	)
Stock-based compensation expense related to employee stock purchase plan		—		—			21			—			—		21
Net loss		—		—			—			(118,991	)		—		(118,991	)
Balance, December 31, 2008		492		(49,203	)		346,973			(298,388	)		—		(126	)
Issuance of 930,700 nonvested shares, net of forfeitures		9		—			(9	)		—			—		—
Amortization of nonvested shares		—		—			667			—			—		667
Issuance of 1,361,013 shares of treasury stock for 401(k) match		—		7,739			(7,610	)		—			—		129
Issuance of 126,213 shares of treasury stock for employee stock purchase plan		—		700			(690	)		—			—		10
Purchase of 91,924 shares of treasury stock		—		(16	)		—			—			—		(16	)
Net loss		—		—			—			(43,982	)		—		(43,982	)
Balance, December 31, 2009	$	501	$	(40,780	)	$	339,331		$	(342,370	)	$	—	$	(43,318	)

The accompanying notes are an integral part of these consolidated financial statements.

- 63 -

REGENT COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUBSEQUENT EVENT — CHAPTER 11 REORGANIZATION

On March 1, 2010 (the “Petition Date”), Regent Communications, Inc. (“Regent” or the “Company”) and its wholly owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware, Case No. 10-10632 (KG). From the period commencing on the Petition Date and through the Effective Date (as defined below), the Debtors operated their businesses and managed their properties as debtors-in-possession subject to the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. The Chapter 11 Cases were jointly administered pursuant to an order of the Bankruptcy Court.

On March 22, 2010 the Debtors filed a First Amended Disclosure Statement and a First Amended Joint Plan of Reorganization with the Bankruptcy Court (the “Plan”). On April 12, 2010, the Bankruptcy Court entered an order confirming the Plan as modified by the Court’s order. On April 27, 2010 (the “Effective Date”) the Debtors satisfied all of the conditions of the Plan and emerged from the Chapter 11 Cases.

The following is a summary of the material terms of the Plan. The Plan provided for, among other things, a restructuring of: (i) approximately $192.6 million of senior indebtedness (excluding post-petition interest) outstanding under the Company’s Credit Agreement, dated as of November 21, 2006, among Regent Broadcasting, LLC, the Company, the lenders party thereto, Bank of America, N.A., as the administrative agent for the lenders, and the other agents party thereto (the “Prepetition Credit Agreement”); and (ii) approximately $12.1 million of indebtedness under interest rate swap agreements entered into in 2006 with Bank of America, N.A., Sun Trust Bank, and Bank of Montreal (the “Swap Agreements”). The Plan further provided for a payment in full of cash for general unsecured claims.

On the Effective Date, all outstanding shares of the Company’s common stock (approximately 42,311,471 shares on April 26, 2010) and all other equity interests were extinguished. Stockholders of record on the Effective Date were entitled to receive a pro rata share of transferred cash under the Plan of $5.5 million, or $0.13 per share, paid as soon as practicable after the Effective Date.

In addition, on the Effective Date, the Company issued 100% of its new common stock, as reorganized under the Plan, to U.S. holders of first lien debt claims under the Prepetition Credit Agreement and the Swap Agreements, and warrants to purchase new common stock to non-U.S. holders of such claims, each on a basis pro rata to the amount of their claims.

Further, on the Effective Date, the Company and Regent Broadcasting, LLC (“Borrower”) entered into a Credit Agreement (the “Credit Agreement”) with General Electric Capital Corporation, as administrative agent and collateral agent, GE Capital Markets, Inc., as sole lead arranger and book runner, and a syndicate of certain financial institutions. The Credit Agreement provides for a term loan in an aggregate principal amount of $95,000,000 with a maturity date of April 27, 2014. The Credit Agreement provides for a revolving loan in an aggregate principal amount of up to $2,000,000 with a maturity date of April 27, 2012.

- 64 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Credit Agreement is guaranteed by the Company, Regent Broadcasting Management, LLC and all of the direct and indirect subsidiaries of Regent Broadcasting, LLC (collectively, the “Guarantors”). The obligations under the Credit Agreement are secured by a first-priority lien (subject to certain permitted liens and exceptions) on substantially all of the tangible and intangible assets of Borrower and the Guarantors. The Credit Agreement contains customary covenants, which, among other things require Borrower and the Guarantors to meet certain financial tests and limit their ability to: incur indebtedness and liens; make investments; make asset sales; pay dividends or make other restricted payments; engage in mergers or other fundamental changes; enter into transactions with affiliates; and other covenants customary for such a credit facility.

On the Effective Date, the Company and Borrower also entered into a Subordinated Notes Agreement (the “Subordinated Notes Agreement”) with General Electric Capital Corporation, as subordinated notes agent, and a syndicate of certain financial institutions. The Subordinated Notes Agreement provides for 12% Senior Subordinated PIK Notes in an initial aggregate principal amount of $25,000,000 with a maturity date of October 27, 2014. The entire unpaid principal balance of such subordinated notes shall bear interest at 12% per annum and interest shall only be paid-in-kind by being added to principal.

The Subordinated Notes Agreement is guaranteed by the Company, Regent Broadcasting Management, LLC and all of the direct and indirect subsidiaries of Borrower. The Subordinated Notes Agreement contains customary covenants, which, among other things limit the ability of Regent Communications, Inc., Regent Broadcasting, LLC and their direct and indirect subsidiaries to incur indebtedness and liens; make investments; make asset sales; pay dividends or make other restricted payments; engage in mergers or other fundamental changes; enter into transactions with affiliates; and contains other customary covenants.

On April 28, 2010, the Company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. The Amended and Restated Certificate of Incorporation reduced the number of shares of stock which the Company is authorized to issue from 65,000,000 shares of new common stock, par value $0.01 per share to 1,000 shares of new common stock, par value $0.01 per share. The holders of the new common stock and warrants to purchase new common stock issued to them on the Effective Date exchanged those securities for interests in a new entity, Regent Holdings LLC, and Regent Holdings LLC became the sole owner of the new common stock of the Company.

In conjunction with the change in ownership, the Company is required to divest two stations, KARS-FM in the Ft. Collins-Greeley, CO market, and KPEL-FM in the Lafayette, LA market, in order to comply with FCC ownership rules. We have filed applications with the FCC to assign the licenses for those stations to a divestiture trust, which will hold and dispose of the assets of those stations for the benefit of the Company.

- 65 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES

a. CONSOLIDATION:

The consolidated financial statements include the accounts of Regent Communications, Inc. and its subsidiaries, all of which are wholly owned, and entities for which Regent is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.

b. DESCRIPTION OF BUSINESS:

Regent is a radio broadcasting company whose primary business is to acquire, develop, and operate radio stations in mid-sized markets throughout the United States. The Company owns radio stations in the following markets: Ft. Collins-Greeley, Colorado; Bloomington and Peoria, Illinois; Evansville, Indiana; Owensboro, Kentucky; Lafayette, Louisiana; Flint and Grand Rapids, Michigan; St. Cloud, Minnesota; Albany, Buffalo and Utica, New York; and El Paso, Texas.

c. USE OF ESTIMATES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

d. CASH AND CASH EQUIVALENTS:

Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less.

e. PROPERTY AND EQUIPMENT:

Property and equipment are stated at cost. Major additions or improvements are capitalized, while repairs and maintenance are charged to expense. Property and equipment are depreciated on a straight-line basis over the estimated useful life of the assets. Buildings are depreciated over thirty-nine years, broadcasting equipment over a three-to-twenty-year life, computer equipment and software over a three-to-five year life, and furniture and fixtures generally over a ten-year life. Leasehold improvements are amortized over the shorter of their useful lives or the terms of the related leases. Upon sale or disposition of an asset, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recognized as a component of operating loss in the Consolidated Statements of Operations.

- 66 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

f. GOODWILL AND OTHER INTANGIBLE ASSETS:

Intangible assets consist principally of the value of Federal Communication Commission (“FCC”) licenses and other definite-lived intangible assets. Goodwill represents the excess of the purchase price over the fair value of net assets of acquired radio stations. The Company follows current accounting guidance (See Note 8), which requires that a company perform impairment testing annually, or more frequently if events or circumstances indicate that the asset may be impaired, using a direct valuation methodology for those assets determined to have an indefinite life. To test goodwill for potential impairment, the Company compares the fair value of the reporting unit with its carrying amount. Consistent with prior years, in 2009, the Company determined the reporting unit as a radio market. If the fair value of any reporting unit is less than its carrying amount, an indication exists that the amount of goodwill attributed to the reporting unit may be impaired and the Company is required to perform a second step of the impairment test. In the second step, the Company compares the implied fair value of each reporting unit’s goodwill, determined by allocating the reporting unit’s fair value to all of its assets and liabilities, to the carrying amount of the reporting unit. If the fair value is less than the carrying value, the Company will record an impairment charge to operating expense up to the carrying value of the recorded goodwill.

The Company is also required to test its FCC licenses and other indefinite-lived intangible assets for impairment by comparing their estimated fair values to their carrying values. If the carrying amount of an intangible asset exceeds its fair value, an impairment charge is recorded to operating expense for the amount equal to the excess. The Company utilizes the greenfield methodology, a widely-used direct valuation methodology, to value its FCC licenses. This method assumes an inception value for FCC licenses and employs a discounted cash flow methodology and accepted appraisal techniques to estimate the fair value of each license.

Acquired advertising contracts are amortized on a straight-line basis over a six-month period. Intangible assets related to non-competition agreements, sports rights agreements, favorable leasehold interests and employment agreements are amortized on a straight-line basis over the life of the respective agreement or contract, while advertiser lists and advertiser relationships are amortized over a three-year period.

g. IMPAIRMENT OF LONG-LIVED ASSETS:

Long-lived assets (including property, equipment, and intangible assets subject to amortization) to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset. If it were determined that the carrying amount of an asset was not recoverable, an impairment loss would be recorded for the difference between the carrying amount and the fair value of the asset. The Company determines the fair value of its long-lived assets based upon the market value of similar assets, if available, or independent appraisals, if necessary. Long-lived assets to be disposed of and/or held for sale are reported at the lower of carrying amount or fair value, less cost to sell. The fair value of assets held for sale is determined in the same manner as described for assets held and used.

- 67 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

h. DEFERRED FINANCING COSTS:

Deferred financing costs are amortized to interest expense using the effective interest method over the term of the related debt.

i. CONCENTRATIONS OF CREDIT RISK:

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The credit risk is limited due to the large number of customers comprising the Company’s customer base and their dispersion across several different geographic areas of the country. The Company also maintains cash in bank accounts at financial institutions where the balance, at times, exceeds federally insured limits.

j. REVENUE RECOGNITION:

Broadcast Revenue

Broadcast revenue for commercial broadcasting advertisements is recognized when the commercial is broadcast. Revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies.

Barter Transactions

Barter transactions (advertising provided in exchange for goods and services) are reported at the estimated fair value of the products or services received. Revenue from barter transactions is recognized when advertisements are broadcast, and merchandise or services received are charged to expense when received or used. If merchandise or services are received prior to the broadcast of the advertising, a liability (deferred barter revenue) is recorded. If advertising is broadcast before the receipt of the goods or services, a receivable is recorded. Barter revenue was approximately $3.7 million, $3.6 million, and $3.6 million and barter expense was approximately $3.6 million, $3.5 million, and $3.5 million for the years ended December 31, 2009, 2008 and 2007 respectively.

Time Brokerage Agreements

At times, the Company enters into time brokerage agreements or local marketing agreements (together “TBAs”) in connection with the purchase or sale of radio stations. In most cases, a TBA is in effect from the signing of the acquisition agreement, or shortly thereafter, through the closing date of the purchase or sale. Generally, under the contractual terms of a TBA, the buyer agrees to furnish the programming content for and provide other services to the stations, and in return, receives the right to sell and broadcast advertising on the station and collect receipts for such advertising. During the period the Company operates stations under TBAs for the purchase of a station, Regent recognizes revenue and expense for such stations in the same manner as for owned stations, and includes such revenues and expenses related to such stations in operations since the effective dates of the TBAs. At December 31, 2009 and 2008, Regent had no ongoing TBAs.

- 68 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

k. FAIR VALUE OF FINANCIAL INSTRUMENTS:

Short-Term Instruments

Due to their short-term maturity, the carrying amount of accounts receivable, accounts payable and accrued expenses approximated their fair value at December 31, 2009 and 2008.

Investments in Debt Securities

In connection with Regent’s 2006 sale of three radio stations in Peoria, Illinois, the Company received a note receivable for $925,000 of the $2.8 million purchase price. In accordance with current accounting guidance, and based on the Company’s intent and ability to hold the investment to maturity, Regent has classified the debt security as held-to-maturity and accounts for the investment at cost. Additionally, the Company routinely assesses whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions. Declines in fair value that are considered other than temporary are recorded as a component of expense in the Consolidated Statements of Operations. During 2008, the Company determined that an other-than-temporary impairment loss on the investment had occurred due to changing market conditions potentially affecting the collectibility of the note. Accordingly, the Company recorded an impairment loss for approximately $1.0 million, which amount included interest accrued through September 30, 2008. No interest has been accrued subsequent to September 30, 2008.

Investments in Equity Securities

The Company has classified its investments in marketable equity securities, primarily mutual funds, as trading securities, which are reported at fair value, with changes in fair value recorded in consolidated net loss. The fair value of marketable securities is based on quoted market prices for those securities. The marketable securities are included in other current assets.

Long-Term Debt

The fair value of the Company’s long-term debt is estimated based on the current rates offered to the Company for debt of the same remaining maturities. Based on borrowing rates currently available, the fair value of long-term debt approximated 78% of its carrying value at December 31, 2009. At December 31, 2008, fair value of the long-term debt approximated its carrying value.

Interest Rate Swaps

At times, the Company enters into interest rate swap agreements to manage its exposure to interest rate movements by effectively converting a portion of its debt from variable to fixed rates. The Company follows current accounting guidance, which requires that all derivative financial instruments, such as interest rate swap agreements, be recognized in the financial statements as assets or liabilities and be measured at fair value. Because the Company has not designated the interest rate swap agreements as hedging instruments in 2009 or 2008, revaluation gains and losses associated with changes in the fair value measurement of the swaps are recorded within realized and unrealized (loss) gain on derivatives in the Consolidated Statements of Operations.

- 69 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

l. INCOME TAXES:

Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized.

m. ADVERTISING AND PROMOTION COSTS:

Costs of media advertising and associated production costs are expensed to station operating expenses the first time the advertising takes place. The Company recorded advertising expenses of approximately $1.1 million, $1.3 million, and $2.2 million for the years ended December 31, 2009, 2008, and 2007, respectively.

n. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS:

The Company’s trade accounts receivable are generally non-interest bearing. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance is calculated based on a percentage of cash revenue, and includes a provision for known issues. Customer account activity is routinely reviewed to assess the adequacy of the allowance provided for potential losses. Account balances are charged off against the allowance when it is probable the receivable will not be recovered.

o. VARIABLE INTEREST ENTITIES:

Under current accounting guidance, the Company is required to consolidate the operations of entities for which it is the primary beneficiary, and deconsolidate those entities for which it is no longer the primary beneficiary. The Company may be required to consolidate the operations of stations it operates as a lessee under time brokerage or local marketing agreements, or deconsolidate those stations it leases to other broadcasting entities under time brokerage or local marketing agreements. At December 31, 2009 and 2008, the Company was involved in no transactions that would constitute variable interest entity transactions.

p. STOCK-BASED COMPENSATION PLANS:

Under current accounting guidance, companies are required to record compensation expense for share-based payment transactions. At December 31, 2009, the Company had four stock-based employee compensation plans, which are more fully described in Note 6.

- 70 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

q. DISCONTINUED OPERATIONS:

Disposal of Markets

On February 1, 2008, the Company completed the disposition of its Watertown, New York radio stations. Regent applied current accounting guidance to the transaction, which requires that in a period in which a component of an entity has been disposed of or is classified as held for sale, the income statement of a business enterprise for current and prior periods shall report the results of operations of the component, including any gain or loss recognized, in discontinued operations. The Company’s policy is to allocate a portion of interest expense to discontinued operations, based upon current accounting guidance. As there was no debt required to be repaid as a result of the disposal, nor was there any debt assumed by the buyers, interest expense was allocated to discontinued operations in proportion to the net assets disposed of to total net assets of the Company.

Selected financial information related to all discontinued operations for the years ended December 31, 2008 and 2007 is as follows (in thousands):

	2008		2007
Net revenue	$	182	$	2,410
Depreciation and amortization		—		91
Allocated interest expense		15		145
Gain before income taxes		649		484

At December 31, 2007, the pending disposals of one station each of the Albany and Buffalo, New York markets did not meet the criteria for the reclassification of operating results to discontinued operations, due to the migration of cash flows from the disposed stations to other Regent-owned stations. Therefore the results for these radio stations remained classified in income from continuing operations in 2007.

- 71 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Assets held for sale

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria of current accounting guidance. Regent measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. Assets held for sale at December 31, 2009 and 2008 were comprised of Regent’s former studio location in Evansville, Indiana. The assets held for sale include approximately $43,000 of land and land improvements and approximately $153,000 of building and building improvements, offset by accumulated depreciation of approximately $20,000. Based upon its assessment of the fair market value of the assets at December 31, 2008, Regent reduced the carrying value of the assets by $20,000. The reduction was allocated among the assets on a pro rata basis. major categories of these assets were as follows (in thousands):

	December 31, 2009			December 31, 2008
Land and improvements	$	39		$	39
Building and improvements		137			137
Equipment		—			—
FCC licenses		—			—
Goodwill		—			—
		176			176
Accumulated depreciation		(20	)		(20	)
	$	156		$	156

r. BUSINESS SEGMENTS:

The Company has 13 distinct operating segments. These segments meet the criteria for aggregation under current accounting guidance, and therefore the Company has aggregated these operating segments to create one reportable segment.

s. ASSET RETIREMENT OBLIGATIONS:

Under the provisions of current accounting guidance, a company is required to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if fair value can be reasonably estimated. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The amount of accretion recorded by the Company during all years presented is immaterial.

t. INTERNAL USE SOFTWARE:

Included in computer equipment is the capitalized cost of website development costs. The Company follows current accounting guidance, which provides that costs incurred during the application development stage related to the development of internal-use software are capitalized and amortized over the estimated useful life. Costs incurred related to the conceptual design and maintenance of internal-use software are expensed as incurred. Regent amortizes the costs of capitalized internal-use software over a three-year period.

3. ACQUISITIONS AND DISPOSITIONS

The Company seeks to acquire radio stations that enable it to expand within its existing markets and enter into new mid-sized markets that fit into Regent’s operating strategy. Regent applies various common valuation methods to determine the fair values of significant assets acquired, including identifiable tangible and intangible assets. Any remaining purchase price is allocated to goodwill. The results of operations of the acquired businesses are included in the Company’s consolidated financial statements since their respective dates of acquisition or operation under TBAs.

2008 Dispositions

On February 1, 2008, the Company completed the disposition of four radio stations (WCIZ-FM, WFRY-FM, WTNY-AM and WNER-AM) serving the Watertown, New York market to Stephens Media Group Watertown, LLC for $6.25 million in cash. Regent recorded a pre-tax gain of approximately $0.6 million on the sale, which amount is included in gain (loss) on discontinued operations in the Company’s Consolidated Statements of Operations. The results of operations for the stations have been reclassified to discontinued operations for the 2007 and 2008 years.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On February 5, 2008, Regent completed the disposition of WTMM-AM serving the Albany, New York market to Capital Broadcasting, Inc. for $850,000 in cash. Capital Broadcasting, Inc. commenced operations of the station under a time brokerage agreement on November 1, 2007. The Company treated the disposal of WTMM-AM as the disposal of long-lived assets, rather than a business or a component of a business, due to the fact that the station had no independent revenue stream from its operations. The Company recorded a gain on sale of approximately $0.5 million for the transaction, which amount is included in Loss from continuing operations in Regent’s Consolidated Statements of Operations.

On March 11, 2008, the Company completed the disposition of WECK-AM serving the Buffalo, New York market to Culver Communications II, Inc. and related entities for $1.3 million in cash. The Company treated the disposal of WECK-AM as the disposal of long-lived assets, rather than a business or a component of a business. The Company recorded an immaterial loss on the transaction, which amount is included in Loss from continuing operations in Regent’s Consolidated Statements of Operations.

2007 Acquisitions

On January 4, 2007, the Company completed the acquisition of substantially all of the broadcasting and intangible assets of WBZZ-FM (formerly WNYQ-FM), serving the Albany, New York market, from Vox New York, LLC and related entities for $4.9 million in cash, plus repayment of approximately $212,000 of transmitter site build-out expenditures.

4. LONG-TERM DEBT

Long-term debt consisted of the following as of December 31 (in thousands):

	2009			2008
Senior secured Term A Loan	$	41,386		$	46,013
Senior secured Term B Loan		105,844			109,165
Senior secured revolving credit facility		40,500			29,950
		187,730			185,128
Less: current portion of long-term debt		(187,730	)		(185,128	)
	$	—		$	—

In April 2010, the Company entered into a new credit agreement (see New Credit Agreement, below). Information regarding the Company’s credit agreement in effect at December 31, 2009, is contained in the paragraphs below under the caption Previous Credit Agreement.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Previous Credit Agreement

On November 21, 2006, the Company entered into a senior secured reducing credit agreement with a group of lenders that provided for an initial maximum aggregate principal amount of $240.0 million, consisting of a senior secured term A loan (Term A Loan) in the initial aggregate principal amount of $50.0 million, a senior secured term B loan (Term B Loan) in the initial aggregate amount of $115.0 million and a senior secured revolving credit facility (revolving facility) in the aggregate amount of $75.0 million (collectively, the previous credit agreement). The previous credit agreement included a commitment to issue letters of credit of up to $35.0 million in aggregate face amount, subject to the maximum revolving commitment available. The previous credit agreement also provided for an additional $100.0 million incremental loan facility, subject to the terms of the facility, whose weighted-average life shall not be shorter than that of the Term B Loan, the Term A Loan, and the revolving commitment, taken as whole. At December 31, 2009, the Company had one letter of credit outstanding for approximately $0.1 million. The previous credit agreement was scheduled to expire on November 21, 2013.

At December 31, 2009, all outstanding balances under the Company’s previous credit agreement were classified as currently payable, as the Company’s lenders had the authority, at their discretion, to accelerate the payments of the outstanding amounts to current, due to the Company’s failure to comply with certain covenants of the previous credit agreement.

Regent incurred approximately $2.9 million in financing costs related to the previous credit agreement. The previous credit agreement was available for working capital, permitted acquisitions, including related acquisition costs, and general corporate purposes.

At December 31, 2009, the Company had available borrowings of approximately $34.4 million, subject to the terms and conditions of the facility. At December 31, 2008, the Company had available borrowings of approximately $45.0 million. However, due to its default status under the facility, Regent was precluded from utilizing any of the available borrowings.

In addition to regularly scheduled debt repayments, Regent could also be subject to prepayments of borrowings under the previous credit agreement for excess cash flow generated by the Company. Excess cash flow is calculated as the excess of the sum of consolidated EBITDA plus or minus the annual change in working capital (excluding cash and cash equivalent amounts included in current assets and any debt owed under the previous credit agreement and included in current liabilities), less the sum of consolidated fixed charges, voluntary permanent repayments of outstanding balances and $1,000,000. The necessity and amounts of calculated prepayments are based upon the Company’s consolidated leverage ratio at the end of each calendar year preceding the calculation date, and commenced April 30, 2008 and continues for each April 30 thereafter that the Company had borrowings under the previous credit agreement. The percentage of excess cash flow required to be repaid was as follows:

	Excess cash
	flow
Consolidated leverage ratio	percentage
Greater than 6.75:1.00		75	%
5.00:1.00 to 6.74:1.00		50	%
Less than 5.00:1.00		0	%

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Any required prepayments are applied to the principal of the outstanding borrowings on a pro rata basis, with a resulting permanent reduction of available commitment for both the Term A and Term B portions of the previous credit agreement. Available commitment under the revolving agreement was not affected by any required excess cash flow prepayments.

Under the previous credit agreement, the Company was subject to a maximum consolidated leverage ratio, a minimum consolidated interest coverage ratio, and a minimum fixed charge coverage ratio, as well as to negative covenants customary for facilities of this type. The Maximum Consolidated Leverage Ratio was 6.00:1.00 at December 31, 2009. Over the remaining four-year period, the Maximum Consolidated Leverage Ratio was scheduled to decrease to 4.50:1.00. The Minimum Consolidated Interest Coverage Ratio was 2.00:1.00 at December 31, 2009, at which point such leverage would remain throughout the remaining life of the previous credit agreement. The Company was required to maintain a Minimum Consolidated Fixed Charge Coverage Ratio of 1.10:1.00 throughout the entire term of the previous credit agreement.

Borrowings under the Term A Loan and the revolving facility bear interest at a rate equal to, at the Company’s option, either (a) the higher of the rate announced or published publicly from time to time by the agent as its corporate base rate of interest or the Federal Funds Rate plus 0.5%, in either case plus the applicable margin determined under the credit agreement, which varies between 0.0% and 1.0% depending upon the Company’s consolidated leverage ratio, or (b) the Eurodollar Rate plus the applicable margin, which varies between 0.75% and 2.5%, depending upon the Company’s consolidated leverage ratio. Effective February 23, 2007, the Company and its lenders entered into an amendment of the credit agreement. The material terms of the amendment included a reduction of the applicable margin on Base Rate and Eurodollar loans under the Term B Loan from 2.5% for both types of loans, to 0.75% for Base Rate loans and 2.25% for Eurodollar loans. Borrowings under the Term B Loan bear interest at a rate equal to, at the Company’s option, either (a) the higher of the rate announced or published publicly from time to time by the agent as its corporate base rate of interest or the Federal Funds Rate plus 0.5%, in either case plus an applicable margin of 0.75%, or (b) the Eurodollar Rate plus an applicable margin of 2.25%. Commencing in May 2009, the Company began paying a 2.0% default premium on our outstanding borrowings under the former credit agreement, and in June 2009, the Company was precluded from further utilizing LIBOR-based interest rates on its outstanding borrowings. Borrowings under the previous credit agreement bore interest at an average rate of 6.11% and 3.44% at December 31, 2009 and 2008, respectively.

The Company is required to pay certain fees to the agent and the lenders for the underwriting commitment and the administration and use of the previous credit agreement. The underwriting commitment for the Term A Loan was 0.5% during the period of time between the commencement of the credit agreement and December 15, 2006, the date the Term A Loan was utilized. There are no further underwriting commitment fees applicable to the Term A Loan. The underwriting commitment for the revolving facility varies between 0.25% and 0.5% based upon the Company’s consolidated leverage ratio. The Company’s indebtedness under the previous credit agreement is collateralized by liens on substantially all of its assets and by a pledge of its operating and license subsidiaries’ stock and is guaranteed by those subsidiaries.

- 75 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the event the parties to the Company’s previous credit agreement would not have accelerated the repayments of borrowings under the agreement to currently payable, Regent would have been required to continue scheduled repayments of the Term A Loan, Term B Loan and revolving facility. Commencing March 31, 2007, the Company began making quarterly repayments of the amounts borrowed under the Term B Loan, which amount is currently set at approximately $278,000 per quarter, until November 21, 2013, at which date any remaining amounts outstanding under the loan were due and payable. Borrowings under the Term A Loan must be repaid in 24 quarterly installments, which repayments commenced March 31, 2008. Repayments began at 1.25% of the outstanding principal amount, which percentage increases to a maximum of approximately 6.05% of the original principal amount, until the final payment date of November 21, 2013. No repayments are required under the revolving facility until the termination of the credit agreement on November 21, 2013.

New Credit Agreement

Upon our emergence from Chapter 11 Bankruptcy, we entered into a new Credit Agreement with General Electric Capital Corporation, as administrative agent and collateral agent, GE Capital Markets, Inc., as sole lead arranger and book runner, and a syndicate of certain financial institutions. The Credit Agreement provides for a term loan in an aggregate principal amount of $95,000,000 with a maturity date of April 27, 2014. The Credit Agreement provides for a revolving loan in an aggregate principal amount of up to $2,000,000 with a maturity date of April 27, 2012.

The terms of the term loan under the credit agreement sets the interest rate to one-month Eurodollar Rate plus 4.0% and, upon an event of default, increased to one-month Eurodollar Rate plus 6.0%, provided that in each case there is a Eurodollar Rate floor of 1.25%.

The new Credit Agreement is guaranteed by the Company, Regent Broadcasting Management, LLC and all of the direct and indirect subsidiaries of Regent Broadcasting, LLC. The obligations under the Credit Agreement are secured by a first-priority lien (subject to certain permitted liens and exceptions) on substantially all of the tangible and intangible assets of Borrower and the Guarantors. The Credit Agreement contains customary covenants, which, among other things require Borrower and the Guarantors to meet certain financial tests and limit their ability to: incur indebtedness and liens; make investments; make asset sales; pay dividends or make other restricted payments; engage in mergers or other fundamental changes; enter into transactions with affiliates; and other covenants customary for such a credit facility.

Additionally, we entered into a new Subordinated Notes Agreement (the “Subordinated Notes Agreement”) with General Electric Capital Corporation, as subordinated notes agent, and a syndicate of certain financial institutions. The Subordinated Notes Agreement provides for 12% Senior Subordinated PIK Notes in an initial aggregate principal amount of $25,000,000 with a maturity date of October 27, 2014. The entire unpaid principal balance of such subordinated notes shall bear interest at 12% per annum and interest shall only be paid-in-kind by being added to principal.

The new Subordinated Notes Agreement is guaranteed by the Company, Regent Broadcasting Management, LLC and all of the direct and indirect subsidiaries of the Company. The Subordinated Notes Agreement contains customary covenants, which, among other things limit the ability of Regent Communications, Inc., Regent Broadcasting, LLC and their direct and indirect subsidiaries to incur indebtedness and liens; make investments; make asset sales; pay dividends or make other restricted payments; engage in mergers or other fundamental changes; enter into transactions with affiliates; and contains other customary covenants.

- 76 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Under the terms of the term loan in the new credit agreement, we are subject to a Maximum Consolidated Leverage Ratio and a Minimum Consolidated Fixed Charge Coverage Ratio, as well as to negative covenants customary for facilities of this type. The Maximum Consolidated Leverage Ratio is 6.40:1.00 at December 31, 2010. The ratio will decrease to 5.90:1.00 at March 31, 2011 and will be 4.80:1.00 at December 31, 2011. Over the remaining period, the Maximum Consolidated Leverage Ratio will decrease to 4.50:1.00. The Minimum Consolidated fixed charge Coverage Ratio is 1.75:1.00 at December 31, 2010 and increases to 1.85:1.00 at March 31, 2011, at which point such leverage remains throughout the remaining life of the credit agreement.

5. CAPITAL STOCK

As of December 31, 2009, the Company’s authorized capital stock consists of 100,000,000 shares of common stock and 40,000,000 shares of preferred stock. No shares of preferred stock were issued or outstanding at December 31, 2009 or 2008. The Company has in the past designated shares of preferred stock in several different series. Of the available shares of preferred stock, 6,768,862 remain designated in several of those series and 33,231,138 shares are currently undesignated.

In January 2006, the Company began issuing grants of nonvested stock to employees under the Regent Communications, Inc. 2005 Incentive Compensation Plan. Grants of nonvested common stock vest ratably over the life of the award, which is typically four years. During 2009 and 2008, the Company granted 896,600 and 493,600 shares of nonvested common stock, respectively. At December 31, 2009 and 2008, there were 1,407,875 and 756,000 nonvested shares outstanding under the plan, respectively.

In May 2006, the Company began issuing grants of nonvested stock to directors under the Regent Communications, Inc. 2006 Directors Equity Compensation Plan, which plan was approved by the Company’s stockholders at the 2006 Annual Meeting of Stockholders. Grants of nonvested common stock vest ratably over the life of the award, which is typically four years. During 2009 and 2008, the Company granted 50,000 and 60,000 shares of nonvested common stock, respectively. At December 31, 2009 and 2008, 100,000 and 86,875 shares of nonvested common stock were outstanding under the plan, respectively.

On January 30, 2008, the Company issued 54,923 shares of Regent common stock from treasury shares to two executive officers at an issue price of $1.35 per share as a payment of a portion of 2007 bonuses awarded and expensed under the Company’s Senior Management Bonus Plan.

Regent has a stock buyback program, approved by its Board of Directors, which currently allows the Company to repurchase up to $1.6 million worth of shares of its common stock at certain market price levels. There were no repurchases of common stock under the program during 2009 and 2008 other than treasury shares exchanged for payment of employee withholding taxes related to the vesting of nonvested stock grants.

During 2009, 2008 and 2007, Regent reissued 1,487,226, 570,333 and 236,892 shares, respectively, of treasury stock previously acquired, net of forfeited shares, as an employer match to employee contributions under the Company’s 401(k) Profit Sharing Plan and to employees enrolled in the Company’s Employee Stock Purchase Plan.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On June 15, 2008, 140,000 warrants entitling holders to purchase shares of Regent’s common stock at a price of $5.00 per share, expired unexercised. These warrants were previously issued in 1998 in connection with the Series A, B, and F convertible preferred stock.

See Note 1 to the Consolidated Financial Statements for information on the impact of the reorganization on the Company’s capital structure.

6. STOCK-BASED COMPENSATION PLANS

Share-based Plans

1998 Management Stock Option Plan

The Regent Communications, Inc. 1998 Management Stock Option Plan, as amended (the “1998 Stock Option Plan”) provides for the issuance of up to an aggregate of 4,500,000 common shares in connection with the issuance of incentive stock options (“ISOs”) and non-qualified stock options (“NQSOs”). The Compensation Committee of the Company’s Board of Directors determines eligibility. The exercise price of the options is to be not less than the fair market value of the underlying common stock at the grant date and in the case of ISOs granted to a 10% owner (as defined), the exercise price must be at least 110% of the fair market value of the underlying common stock at the grant date. Under the terms of the 1998 Stock Option Plan, the options expire no later than ten years from the date of grant in the case of ISOs (five years in the case of ISOs granted to a 10% owner), no later than ten years and one day in the case of NQSOs, or earlier in either case in the event a participant ceases to be an employee of the Company. The ISOs vest ratably over a five-year period and the NQSOs vest ratably over periods ranging from three to ten years. In 2008, the provision to issue common stock under the 1998 Stock Option Plan expired.

2001 Directors’ Stock Option Plan

The Regent Communications, Inc. 2001 Directors’ Stock Option Plan (the “2001 Directors’ Option Plan”) provides for the issuance of up to an aggregate of 500,000 common shares in connection with the issuance of NQSOs. The exercise price of the options is to be equal to the fair market value of the underlying common stock at the date of grant. Under the terms of the 2001 Directors’ Option Plan, the options are exercisable six months from the date of grant and expire ten years from the date of grant.

2005 Incentive Compensation Plan

The Regent Communications, Inc. 2005 Incentive Compensation Plan, as amended (the “2005 Incentive Plan”) provides for the issuance of up to an aggregate of 3,500,000 shares in connection with the issuance of stock appreciation rights (“SARs”), restricted stock, and ISOs and NQSOs. The maximum number of shares of restricted stock that can be awarded under the 2005 Incentive Plan is 75% of the total shares available to be awarded. The exercise price of the options is to be not less than the fair market value of the underlying common stock at the grant date and in the case of ISOs granted to a 10% owner (as defined), the exercise price must be at least 110% of the fair market value of the underlying common stock at the grant date. Under the terms of the 2005 Incentive Plan, the stock appreciation rights and stock options expire no later than ten years from the date of grant (five years in the case of ISOs granted to a 10% owner), or earlier in the event a participant ceases to be an employee of the Company. The Compensation Committee of the Company’s Board of Directors determines eligibility and terms and restrictions related to all awards under the 2005 Incentive Plan.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2006 Directors Equity Compensation Plan

The Regent Communications, Inc. 2006 Directors Equity Compensation Plan (“2006 Directors Plan”) provides for the issuance of up to an aggregate of 250,000 shares in connection with the issuance of SARs, restricted stock, and NQSOs. The exercise price of the options is to be not less than the fair market value of the underlying common stock at the grant date. Under the terms of the 2006 Directors Plan, the stock appreciation rights and stock options expire no later than ten years from the date of grant, or earlier in the event a participant ceases to be a director of the Company. The Compensation Committee of the Company’s Board of Directors determines eligibility and terms and restrictions related to all awards under the 2006 Directors Plan.

Employee Stock Purchase Plan

In December 2001, the Company adopted the Regent Communications, Inc. Employee Stock Purchase Plan (the “Stock Purchase Plan”) and reserved 500,000 shares of common stock for issuance thereunder. Under the Stock Purchase Plan, participating employees could purchase shares of the Company’s common stock at a price per share that is 90% of the lesser of the fair market value as of the beginning or the end of the quarterly offering period. Under the terms of the Stock Purchase Plan, eligible employees could elect each offering period to have between 1% and 10% of their compensation withheld through payroll deductions. For the first nine months of 2008, approximately 79,000 shares of Regent common stock were issued under the plan. In addition, approximately 126,000 shares of Regent common stock were issued for the fourth quarter of 2008 and were distributed to the participants in February 2009. Effective with the distribution of shares for the quarter ended December 31, 2008, there were no further shares available for purchase by employees under the Stock Purchase Plan. Consequently, the Company terminated the Stock Purchase Plan effective with the fourth quarter distribution of shares. A total of approximately 76,000 shares of common stock were issued under the Stock Purchase Plan for the 2007 offering period.

Stock Compensation

Under the provisions of current accounting guidance, companies are required to record compensation expense for share-based payment transactions. No stock options were granted under any of Regent’s share-based plans during 2009, 2008 or 2007. During 2009, 353,678 stock options with a weighted-average exercise price of $5.38 were terminated due to expiration or forfeiture. During 2008, 1,504,988 stock options with a weighted-average exercise price of $5.23 were terminated due to expiration or forfeiture. During 2007, 86,000 stock options with a weighted-average exercise price of $6.28 were terminated due to expiration or forfeiture. The intrinsic value of all outstanding stock options was zero at December 31, 2009 and 2008.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Presented below is a summary of the status of outstanding Company stock options issued to employees and Directors:

				WEIGHTED
				AVERAGE
	SHARES			EXERCISE PRICE
Company options held by employees and Directors:
At December 31, 2006		4,169,039		$	5.92
Granted		—			—
Exercised		—			—
Forfeited/expired		(86,000	)	$	6.28
Company options held by employees and Directors:
At December 31, 2007		4,083,039		$	5.91
Granted		—			—
Exercised		—			—
Forfeited/expired		(1,504,988	)	$	5.23
Company options held by employees and Directors:
At December 31, 2008		2,578,051		$	6.31
Granted		—			—
Exercised		—			—
Forfeited/expired		(353,678	)	$	5.38
Company options held by employees and Directors:
At December 31, 2009		2,224,373		$	6.46

The following table summarizes the status of Company options outstanding and exercisable at December 31, 2009 under the 1998 Stock Option Plan and the 2001 Directors’ Option Plan:

	OPTIONS OUTSTANDING						OPTIONS EXERCISABLE
			WEIGHTED
			AVERAGE		WEIGHTED				WEIGHTED
			REMAINING		AVERAGE				AVERAGE
EXERCISE			CONTRACTUAL		EXERCISE				EXERCISE
PRICE	SHARES		LIFE (YEARS)		PRICE		SHARES		PRICE
$5.90 – $7.83		1,331,623		2.4	$	7.04		1,331,623	$	7.04
$5.01 – $5.89		892,750		4.1	$	5.58		892,750	$	5.58
		2,224,373						2,224,373

As of December 31, 2009, the stock options granted under the 1998 Stock Option Plan entitle the holders to purchase 2,149,373 shares of the Company’s common stock. Stock options granted under the 2001 Directors’ Option Plan entitle the holders to purchase 75,000 shares of the Company’s common stock.

During 2009 and 2008, the Company issued 896,600 and 493,600 nonvested shares, respectively, under the 2005 Incentive Plan as a component of compensation to employees. The value of each nonvested share was determined by the fair value of a share of Regent common stock on the date of grant. The nonvested shares typically vest ratably over a four-year period and the Company records expense related to the nonvested shares on a straight-line basis over the vesting period. For the year ended December 31, 2009, the Company recorded approximately $591,000 of expense related to the nonvested shares awards. For the year ended December 31, 2008, Regent recorded approximately $599,000 of expense related to the nonvested share awards, which amount included approximately $18,000 related to the acceleration of 9,750 nonvested shares for an employee in a broadcast market the Company disposed of in 2008. At December 31, 2009, deferred compensation expense related to the nonvested shares was approximately $575,000, which will be recognized over the remaining weighted-average 2.6 years of the vesting period. During 2009 and 2008, 15,900 and 14,650 nonvested shares granted under the plan were forfeited, respectively. All material outstanding awards are expected to vest.

- 80 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During 2009 and 2008, the Company issued 50,000 and 60,000 nonvested shares, respectively, of Regent common stock to its non-management directors under the 2006 Directors Plan. The value of each nonvested share was determined by the fair market value of a share of Regent common stock on the date of grant. The nonvested shares vest ratably over a four-year period and the Company records expense related to the nonvested shares on a straight-line basis over the vesting period. The Company recorded approximately $77,000 and $42,000 of expense related to the nonvested awards during 2009 and 2008, respectively. Included in the 2009 expense was approximately $28,000 of expense related to acceleration of nonvested shares for the Company’s former Chairman of the Board, who terminated service in March 2009. At December 31, 2009, deferred compensation expense related to the nonvested shares was approximately $65,000, which will be recognized over the remaining weighted-average 2.8 years of the vesting period. During the year ended December 31, 2009, no nonvested shares granted under the plan were forfeited. During the year ended December 31, 2008, 2,500 nonvested shares granted under the plan were forfeited. All material outstanding awards are expected to vest.

The following table summarizes the status of Company nonvested shares under the 2005 Incentive Plan and the 2006 Directors Plan:

				WEIGHTED AVERAGE
				GRANT-DATE FAIR
	SHARES			VALUE
Company nonvested shares held by employees and Directors:
At December 31, 2006		250,500		$	4.65
Granted		282,900		$	2.85
Vested		(80,125	)	$	4.43
Forfeited/expired		(12,000	)	$	3.53
Company nonvested shares held by employees and Directors:
At December 31, 2007		441,275		$	3.57
Granted		553,600		$	1.37
Vested		(134,850	)	$	3.60
Forfeited/expired		(17,150	)	$	2.24
Company nonvested shares held by employees and Directors:
At December 31, 2008		842,875		$	2.15
Granted		946,600		$	0.09
Vested		(265,700	)	$	2.45
Forfeited/expired		(15,900	)	$	0.48
Company nonvested shares held by employees and Directors:
At December 31, 2009		1,507,875		$	0.83

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. EARNINGS PER SHARE

Accounting guidance calls for the dual presentation of basic and diluted earnings (loss) per share (“EPS”). Basic EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period, and excluding shares issued under the Regent Communications, Inc. 2005 Incentive Compensation Plan and the Regent Communications, Inc. 2006 Directors Equity Compensation Plan that were not vested as of the reporting period. The calculation of diluted earnings per share is similar to basic except that the weighted average number of shares outstanding includes the additional dilution that would occur if potential common stock, such as stock options and warrants were exercised, except when the effect would be antidilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants with an exercise price less than the Company’s average stock price for the period were exercised, and that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period. At December 31, 2009, none of the Company’s 2,224,373 stock options had exercise prices that were less than the Company’s average stock price for the 2009 year. At December 31, 2008, none of the Company’s 2,578,051 outstanding stock options had exercise prices that were less than the Company’s average stock price for the 2008 year. At December 31, 2007, none of the Company’s 4,083,039 outstanding stock options and 140,000 outstanding warrants had exercise prices that were less than the Company’s average stock price for the 2007 year. The Company adopted new accounting guidance effective January 1, 2009 related to participating securities. Regent’s nonvested stock contains rights to receive non-forfeitable dividends, and thus, are participating securities requiring the two-class method of computing earnings per share. Under the provisions of the guidance, in periods in which the Company records net income, the calculation of earnings per share for common shares will exclude the income attributed to the Company’s nonvested stock from the numerator and will exclude the dilutive impact for those nonvested shares from the denominator. The accounting guidance also requires the Company to retroactively adjust all prior period earnings per share computations for the two-class method of computing earnings per share. The retroactive application of this guidance had no impact on our earnings (loss) per share calculation for the years ended December 31, 2008 and 2007, as the Company recorded a net loss in each of those years. There were 1,507,875, 842,875, and 441,275 nonvested shares outstanding at December 31, 2009, 2008, and 2007, respectively.

- 82 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands except per share data):

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2009			2008			2007
Numerator:
Loss from continuing operations	$	(43,982	)	$	(119,402	)	$	(102,870	)
Gain on discontinued operations, net of taxes		—			411			296
Net loss	$	(43,982	)	$	(118,991	)	$	(102,574	)
Less: dividends declared		—			—			—
Undistributed earnings	$	(43,982	)	$	(118,991	)	$	(102,574	)
Percentage allocated to common shares (1)		100.0	%		100.0	%		100.0	%
Undistributed earnings — common shares	$	(43,982	)	$	(118,991	)	$	(102,574	)
Add: dividends declared — common shares		—			—			—
Numerator for basic and diluted loss per share	$	(43,982	)	$	(118,991	)	$	(102,574	)
Denominator:
Weighted-average basic common shares		40,588			38,872			38,308
Dilutive effect of stock options and warrants		—			—			—
Weighted-average diluted common shares		40,588			38,872			38,308
Net basic and diluted loss per common share:
Net loss from continuing operations	$	(1.08	)	$	(3.07	)	$	(2.69	)
Discontinued operations		—			0.01			0.01
Net loss	$	(1.08	)	$	(3.06	)	$	(2.68	)
(1) Weighted-average common shares outstanding:		40,588			38,872			38,308
Weighted-average nonvested shares (participating securities)		—	(2)		—	(2)		—	(2)
Total		40,588			38,872			38,308
Percentage allocated to common shares		100.0	%		100.0	%		100.0	%

⁽²⁾ As the Company was in a net loss position for the indicated period, nonvested shares are not included in the allocation of loss for the numerator in the calculation of earnings per share.

- 83 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. GOODWILL AND OTHER INTANGIBLE ASSETS

The Company performs its annual review of goodwill and indefinite-lived intangible assets for impairment during the fourth quarter, or at an earlier date if conditions exist that would indicate that it is more likely than not an impairment exists. Based on deteriorating economic conditions, volatility in the equity market and operating results for the quarter, the Company performed an analysis for potential impairment of indefinite-lived intangibles and goodwill during the first quarter of 2009. Based primarily upon material changes in future revenue and cash flow projections, the Company determined that the fair value of goodwill and FCC licenses for certain markets were less than the carrying value recorded in the financial statements. Accordingly, during the first quarter of 2009 the Company recognized pre-tax impairment charges of $25.6 million for FCC licenses and $6.2 million for goodwill. As permitted by accounting guidance, the Company completed step two of its impairment analysis in the second quarter of 2009 and recorded no adjustments to its initial estimates. During the fourth quarter of 2009, the Company performed its annual review for impairment of indefinite-lived intangible assets and goodwill. Based primarily upon additional declines in future revenue and cash flow projections, the Company recognized pre-tax impairment charges of $11.8 million for FCC licenses and $1.0 million for goodwill as a component of loss from continuing operations. Based on deteriorating economic conditions, volatility in the equity market and operating results for the quarter, the Company performed an analysis for potential impairment of indefinite-lived intangibles and goodwill during the third quarter of 2008. Based primarily upon material changes in future revenue and cash flow projections, the Company determined that the fair value of goodwill and FCC licenses for certain markets were less than the carrying values recorded in the financial statements. Consequently, during the third quarter of 2008, the Company recorded a preliminary pre-tax impairment charge of approximately $66.6 million for FCC licenses and approximately $0.9 million for goodwill, which amounts were recorded as a component of operating loss. The Company recorded impairment of FCC licenses in eleven of its broadcast markets and goodwill impairment in one broadcast market. During the fourth quarter of 2008, the Company finalized its impairment testing with no significant changes to its preliminary valuation. Also during the fourth quarter of 2008, the Company performed its annual review for impairment of indefinite-lived intangible assets and goodwill and recorded no further impairment charges.

- 84 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Definite-lived Intangible Assets

The Company has definite-lived intangible assets that continue to be amortized in accordance with current accounting guidance, consisting primarily of non-competition agreements, employment and sports rights agreements, favorable leasehold interest and advertiser relationships and lists. Non-compete, employment and sports right agreements, and favorable leasehold interests are amortized over the life of the agreement or contract. Advertiser lists and relationships are amortized over a three-year period. The following table presents the gross carrying amount and accumulated amortization for the Company’s definite-lived intangibles at December 31, 2009 and 2008 (in thousands):

	December 31, 2009				December 31, 2008
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Non-compete agreements	$	—	$	—	$	219	$	171
Sports rights, employment agreements, favorable leasehold interests and advertiser lists and relationships		17		3		779		690
Total	$	17	$	3	$	998	$	861

The aggregate amortization expense related to the Company’s definite-lived intangible assets for the years ended December 31, 2009, 2008, and 2007, was approximately $123,000, $235,000, and $997,000, respectively. The estimated annual amortization expense for the years ending December 31, 2010, 2011, 2012, 2013 and 2014 is approximately $1,000 per year.

Indefinite-lived Intangible Assets

The Company’s indefinite-lived intangible assets consist primarily of FCC licenses for radio stations. The following table presents the changes in the carrying amount of the Company’s indefinite-lived intangible assets at December 31, 2009 and 2008 (in thousands):

	FCC Licenses
Balance as of December 31, 2007	$	201,685
Miscellaneous adjustments		20
Impairment of FCC licenses		(66,600	)
Balance as of December 31, 2008		135,105
Impairment of FCC licenses		(37,400	)
Balance as of December 31, 2009	$	97,705

The 2008 miscellaneous adjustments consist of final adjustments to stations disposed of during the first quarter of 2008.

Other indefinite-lived intangible assets, consisting primarily of trademarks and website domain names, were approximately $10,000 at December 31, 2009 and 2008.

Goodwill

The following table presents the changes in the carrying amount of goodwill for the years ended December 31, 2009 and 2008 (in thousands):

	Goodwill
Balance as of December 31, 2007	$	19,272
Impairment of goodwill		(922	)
Acquisition-related adjustment		42
Balance as of December 31, 2008		18,392
Impairment of goodwill		(7,220	)
Balance as of December 31, 2009	$	11,172

- 85 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The 2008 miscellaneous adjustments consist of final adjustments to stations disposed of during the first quarter of 2008.

The changes in the gross amounts of Goodwill and the accumulated asset impairment and disposal charges for the years ended December 31, 2009 and 2008 are as follows:

	2009			2008
	(in thousands)
Balance as of January 1:
Goodwill	$	57,036		$	57,036
Accumulated asset impairment and disposal charges		(38,644	)		(37,597	)
Goodwill net of impairment at January 1		18,392			19,439
Asset impairment and disposal charges		(7,220	)		(1,047	)
Balance as of December 31:
Goodwill		57,036			57,036
Accumulated asset impairment and disposal charges		(45,864	)		(38,644	)
Goodwill net of impairment at December 31	$	11,172		$	18,392

Approximately $2.2 million of the Company’s recorded goodwill amount is not deductible for income tax purposes.

9. INCOME TAXES

The Company’s income tax expense (benefit) for continuing operations consists of the following for the years ended December 31 (in thousands):

	2009			2008			2007
Current federal	$	—		$	—		$	49
Current state		212			301			168
Total current		212			301			217
Deferred federal		(13,704	)		(20,913	)		(54,165	)
Deferred state		(1,882	)		(2,992	)		(6,400	)
Total deferred		(15,586	)		(23,905	)		(60,565	)
Valuation allowance		15,586			77,993			(213	)
Net income tax expense (benefit)	$	212		$	54,389		$	(60,561	)

- 86 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has allocated income tax expense of approximately $0, $238,000 and $188,000 to discontinued operations for the years ended December 31, 2009, 2008 and 2007, respectively.

The components of the Company’s deferred tax assets and liabilities are as follows as of December 31 (in thousands):

	2009			2008
Deferred tax assets:
Net operating loss carryforwards	$	43,637		$	33,609
Miscellaneous accruals and credits		1,031			827
Derivative financial instruments		2,999			4,236
Intangible and long-lived assets		50,443			43,416
Accounts receivable reserve		197			203
Total deferred tax assets		98,307			82,291
Valuation allowance		(96,486	)		(80,899	)
Net deferred tax assets		1,821			1,392
Deferred tax liabilities:
Property and equipment		(1,821	)		(1,392	)
Total deferred tax liabilities		(1,821	)		(1,392	)
Net deferred tax assets	$	—		$	—

Realization of the Company’s deferred tax assets is dependent upon the generation of future taxable income, the timing and amounts of which, if any, are uncertain. Based upon uncertainty regarding the Company’s ability to continue as a going concern as of December 31, 2008, the Company was unable to conclude that it is more likely than not that the deferred tax assets will be realized. Accordingly, Regent recorded a valuation allowance for substantially all of its deferred tax assets at December 31, 2008. No event occurred during the year ended December 31, 2009 that changed the conclusion reached in 2008 with respect to the realization of the deferred tax assets. As a result, Regent has maintained a valuation allowance for substantially all of its deferred tax assets.

The Company has cumulative federal and state tax loss carryforwards of approximately $205.7 million at December 31, 2009. These loss carryforwards will expire in years 2010 through 2029. The utilization of a portion of these net operating loss carryforwards for federal income tax purposes is limited pursuant to the annual utilization limitations provided under the provisions of Internal Revenue Code Section 382.

- 87 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The difference between the Company’s effective tax rate on loss from continuing operations before income taxes and the federal statutory tax rate arise from the following:

	2009			2008			2007
Federal tax expense at statutory rate		(34.0	)%		(34.0	)%		(34.0	)%
Other non-deductible expenses		1.7			0.3			0.8
Increase (decrease) in valuation allowance		35.6			120.0			(0.1	)
Expiration of net operating losses		1.1			1.8			0.2
State tax, net of federal tax benefit		(4.0	)		(4.4	)		(3.9	)
Other		0.1			0.0			(0.1	)
Effective tax rate		0.5	%		83.7	%		(37.1	)%

Current accounting guidance calls for a single model to address uncertainty in income tax positions, and clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosures and transition. As a result of the implementation of the new accounting guidance, the Company recorded approximately $81,000 in additional liabilities for unrecognized tax benefits, which amount was recorded as an adjustment to beginning retained earnings at January 1, 2007.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits, excluding interest and penalties, is as follows:

	2009			2008
Gross unrecognized tax benefits — Beginning of year	$	430,701		$	388,077
Decrease based on tax positions settled		(42,624	)		—
Increase based on tax positions related to current year		—			42,624
Gross unrecognized tax benefits — End of year	$	388,077		$	430,701

The Company’s policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of income tax expense. During the years ended 2009 and 2008, the Company recognized $38,420 and $59,083 of interest expense. At December 31, 2009, the total amount of net unrecognized tax benefits that, if recognized, would affect income tax expense is approximately $542,000, which includes interest of approximately $154,000. At December 31, 2008, the total amount of net unrecognized tax benefits, if recognized, would have affected income tax expense was approximately $567,000, which included accrued interest and penalties of approximately $136,000. The Company does not currently anticipate that the total amount of unrecognized tax benefits will materially increase or decrease within 12 months of the reporting date.

The Company files income tax returns in the United States federal jurisdiction and various state jurisdictions. The Company is no longer subject to United States federal examinations by tax authorities for years prior to 2006 and for state and local income tax examinations by tax authorities for years prior to 2005.

- 88 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. DERIVATIVE FINANCIAL INSTRUMENTS

Under the terms of its credit agreement, the Company was required to enter into interest rate protection agreements for borrowings under its Term A Loan and Term B Loan. Effective December 6, 2006, the Company entered into three LIBOR-based interest rate swap agreements, which effectively converted $115.0 million of Regent’s then-outstanding variable-rate debt under the Term B Loan to a fixed rate. The swaps expire on December 11, 2011. Under the agreements, payments are made based on a fixed rate of approximately 4.72%, plus applicable margin. Additionally, effective December 15, 2006, the Company entered into two LIBOR-based interest rate swap agreements, which effectively converted $50.0 million of Regent’s then-outstanding variable-rate debt under the Term A Loan to a fixed rate. The swaps expire on December 15, 2011. Under the agreements, payments are made based on a fixed rate of approximately 4.83%, plus applicable margin. All outstanding interest rate swaps are considered free-standing derivatives. As such, the fair value of each swap is recorded as an asset or a liability on the Company’s Consolidated Balance Sheets (included in Other long-term liabilities or Other current liabilities), with any resulting change in value recorded as a component of net loss. At December 31, 2009 and 2008, the unrealized loss related to the swap transactions, inclusive of non-performance risk, was approximately $7.8 million and $11.0 million, respectively.

The Company is exposed to a variety of market risks, including the effects of changes in interest rates. The Company’s risk management strategy includes the use of derivative instruments to convert a portion of its debt from variable to fixed rates in order to reduce the effect of fluctuating interest rates. The Company follows current accounting guidance, which requires that all derivative financial instruments, such as interest rate swap agreements, be recognized in the financial statements as assets or liabilities and be measured at fair value. The Company has not designated its interest rate swap agreements as hedging instruments in 2009, 2008 or 2007. The Company recorded a loss on its interest rate swap agreements of approximately $2.9 million, $8.7 million, and $5.2 million for the years ended December 31, 2009, 2008, and 2007, respectively, which amounts are included in the Company’s Consolidated Statements of Operations in the category Realized and unrealized (loss) gain on derivatives.

11. SAVINGS PLANS

Regent Communications, Inc. 401(k) Profit Sharing Plan

The Company sponsors a defined contribution plan covering substantially all employees. Both the employee and the Company can make voluntary contributions to the plan. Prior to the January 14, 2009 suspension of the Company matching contribution to the 401(k) Profit Sharing Plan, the Company matched participant contributions in the form of employer stock at a rate of 50 cents for every dollar contributed up to the first 6% of compensation. Company-matched contributions vest to the employees over a three-year period after one year of service. Contribution expense was approximately $22,000, $492,000, and $496,000 in 2009, 2008 and 2007, respectively.

Regent Communications, Inc. Deferred Compensation Plan

The Company sponsors a deferred compensation plan as a vehicle for highly-compensated employees to defer compensation that they could not otherwise defer due to the limitations applicable to the Regent Communications, Inc. 401(k) Profit Sharing Plan and to provide an opportunity to share in matching contributions on a portion of such deferrals. The Board of Directors determines the Company’s matching cash contribution, if any, within 60 days after the end of the calendar year for which deferrals were made. For the 2009, 2008 and 2007 plan years, the matching contribution was 100% of the first 1% of deferrals contributed by participants, and contribution expense was approximately $15,000, $26,000 and $29,000, respectively. The Company funds participant contributions to the Plan into a Rabbi Trust Investment account as they are withheld from employees’ compensation. Participants are immediately vested in all of their deferral contributions. Matching contributions vest after attainment of age 65, termination of employment due to disability, a change in control of the Company, or if sooner, based on a vesting schedule of 33.3% after one year of service, 66.6% after two years of service, and 100% after three years of service. The Company categorizes the plan assets as trading securities which are reported at fair value, with changes in fair value recorded in consolidated net loss. The marketable securities are included in other current assets, with an offsetting liability to employees in current liabilities. At December 31, 2009, the plan assets were approximately $826,000 and plan liabilities were approximately $805,000. At December 31, 2008, the plan assets were approximately $572,000 and plan liabilities were approximately $558,000.

- 89 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. OTHER FINANCIAL INFORMATION

Property and Equipment:

Property and equipment consists of the following as of December 31 (in thousands):

	2009			2008
Equipment	$	40,978		$	40,743
Furniture and fixtures		2,651			2,696
Building and improvements		14,208			14,210
Land and improvements		4,140			4,140
		61,977			61,789
Less accumulated depreciation		(32,439	)		(29,138	)
Net property and equipment	$	29,538		$	32,651

Depreciation expense was approximately $3.7 million, $3.9 million, and $4.0 million for the years ended December 31, 2009, 2008 and 2007.

Other Current Liabilities:

Other current liabilities consist of the following as of December 31 (in thousands):

	2009		2008
Accrued interest	$	2,967	$	50
Accrued professional fees		640		137
Deferred revenue		870		511
Accrued medical and dental costs		653		732
Accrued state, local, franchise and property taxes		246		373
Deferred compensation plan obligation		805		558
Accrued national representation fees		228		318
Derivative mark-to-market and interest payable		9,146		—
Accrued other		1,131		1,331
	$	16,686	$	4,010

- 90 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial assets and liabilities reflected in the consolidated financial statements at fair value include short-term investments, marketable securities and derivative financial instruments. Fair value for short-term investments and marketable securities are determined utilizing quoted market prices at each period. Fair value for derivative interest rate swap agreements is obtained from counterparties to the agreements and corroborated through estimates using internal discounted cash flow calculations based upon forward interest-rate yield curves and considering the risk of non-performance by the parties to the contract. The Company’s non-financial assets and liabilities include goodwill and FCC licenses. As described in Note 8, the Company was required to test intangible assets for impairment during the fourth quarter of 2009. Regent uses the greenfield methodology for valuation of its FCC licenses, which allocates a start-up value to each station and employs a discounted cash flow methodology. The Company uses a market-multiple approach to value goodwill. The following table summarizes the valuation of the Company’s financial assets and liabilities at December 31, 2009 and December 31, 2008 and non-financial assets and liabilities that were required to be measured at fair value at December 31, 2009 (in thousands):

				Quoted Market		Significant
				Prices for		Other			Significant
				Identical		Observable			Unobservable
Financial and Non-Financial Asset	December 31,			Assets -		Inputs -			Inputs -
(Liability)	2009			Level 1		Level 2			Level 3
Recurring Valuations:
Assets:
Marketable securities	$	826		$	826
Liabilities:
Derivative interest rate swap agreements	$	(7,890	)			$	(7,890	)
Non-recurring Valuations:
Assets:
Goodwill	$	1,020							$	1,020
FCC Licenses	$	71,700							$	71,700

The following table summarizes the valuation of the Company’s financial assets and liabilities at December 31, 2008 (in thousands):

				Quoted Market		Significant
				Prices for		Other			Significant
				Identical		Observable			Unobservable
	December 31,			Assets -		Inputs -			Inputs -
Financial Asset (Liability)	2008			Level 1		Level 2			Level 3
Assets:
Short-term investments	$	5		$	5
Marketable securities	$	572		$	572
Liabilities:
Derivative interest rate swap agreements	$	(10,980	)			$	(10,980	)

The Company has not elected any eligible items for fair value measurement.

- 91 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is subject to various regulatory proceedings, lawsuits, claims and other matters. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. In August 2008, Regent, Terry S. Jacobs (our former chief executive officer), and approximately twenty other parties (not associated with Regent) were named as defendants in a lawsuit brought by Alan Brill and various of his related entities, in connection with Regent’s 2003 purchase of twelve radio stations from Brill Media Company LLC and related entities. The plaintiffs alleged numerous claims against Regent, Mr. Jacobs and the other defendants, including without limitation, claims for breach of contract, intentional interference with contracts, breach of implied covenants and good faith, and fraud and misrepresentation. The plaintiffs sought compensatory and punitive damages in excess of $20 million from all parties. The complaint has been amended to assert claims only against Regent based on alleged violations of a confidentiality agreement executed in connection with the purchase of the radio stations by Regent. We believe the suit has no merit and we intend to vigorously defend our position. In the opinion of the Company’s management, the eventual resolution of such matters for amounts above those reflected in the consolidated financial statements would not likely have a materially adverse effect on the financial condition of the Company.

The Company has contracted with Ibiquity Digital Corporation for the right to convert 60 radio stations to digital or high definition radio over a six-year period, which contract began in 2005.

The Company leases certain facilities and equipment used in its operations. Certain of the Company’s operating leases contain renewal options, escalating rent provisions, and/or cost of living adjustments. Total rental expenses were approximately $2.4 million, $2.5 million and $2.1 million, in 2009, 2008 and 2007, respectively.

At December 31, 2009, the total minimum annual rental commitments under non-cancelable leases are as follows (in thousands):

	Operating		Capital
	Leases		Leases
2010	$	1,549	$	112
2011		1,269		83
2012		1,203		36
2013		1,122		11
2014		1,067		3
Thereafter		3,269		2
Total minimum payments	$	9,479		247
Amount representing interest				18
Present value of net minimum lease payments			$	229

- 92 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company classifies the current portion of capital leases in other current liabilities and the long-term portion in other long-term liabilities. The cost and accumulated depreciation associated with assets under capital leases is considered insignificant.

15. QUARTERLY FINANCIAL INFORMATION (UNAUDITED):

All adjustments necessary for a fair statement of (loss) income for each period have been included (in thousands, except per share amounts):

	1st Quarter			2nd Quarter		3rd Quarter			4th Quarter
	ended			ended		ended			ended			Total
	March 31			June 30		Sept. 30			Dec. 31			Year
2009
Net broadcast revenues	$	18,263		$	22,766	$	21,811		$	21,301		$	84,141
Operating (loss) income		(30,355	)		5,026		3,648			(9,005	)		(30,686	)
(Loss) income from continuing operations		(32,507	)		3,171		(442	)		(14,204	)		(43,982	)
NET (LOSS) INCOME:	$	(32,507	)		3,171		(442	)		(14,204	)		(43,982	)
BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE(1)(2):
Net (loss) income per common share	$	(0.81	)	$	0.08	$	(0.01	)	$	(0.35	)	$	(1.08	)
2008
Net broadcast revenues	$	20,833		$	26,482	$	25,328		$	23,697		$	96,340
Operating income (loss)		3,610			7,091		(60,165	)		6,131			(43,333	)
(Loss) income from continuing operations		(3,369	)		5,609		(46,265	)		(75,377	)		(119,402	)
NET (LOSS) INCOME:	$	(3,010	)		5,679		(46,292	)		(75,368	)		(118,991	)
BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE(1)(2):
Net (loss) income per common share	$	(0.08	)	$	0.15	$	(1.19	)	$	(1.93	)	$	(3.06	)

(1)	The sum of the quarterly net (loss) income per share amounts may not equal the annual amount reported, as per share amounts are computed independently for each quarter.
(2)	Despite net income for each of the second quarters of 2009 and 2008, net income per common share was the same for both the basic and diluted calculation.

- 93 -

REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Account Principles — a replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168 is the new source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This statement was incorporated into Accounting Standards Codification (“ASC”) 105, “Generally Accepted Accounting Principles” under the new FASB codification (“Codification”) which became effective on July 1, 2009. The new Codification supersedes all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. The Company adopted this standard during the third quarter of 2009. The Company has included the references to the Codification, as appropriate, in these consolidated financial statements. Adoption of this statement did not have an impact on the Company’s consolidated results of operations, cash flows or financial condition.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 is effective for fiscal years beginning after December 15, 2008 and early adoption is prohibited. SFAS 160 was incorporated into ASC 810, “Consolidation” (“ASC 810”) and requires companies to present minority interest separately within the equity section of the balance sheet. The Company adopted this statement as of January 1, 2009 and it had no impact on the Company’s consolidated results of operations, cash flows or financial condition.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161was incorporated into ASC 815, “Derivatives and Hedging” (“ASC 815”). ASC 815 requires entities to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement became effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company adopted this statement on January 1, 2009 and the adoption had no impact on the Company’s results of operations, cash flows or financial condition. (See Note 13 — Fair Value of Financial Instruments.)

In May 2009, the FAB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). The statement establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but prior to the issuance of financial statements. This statement was incorporated into ASC 855, “Subsequent Events” (“ASC 855”). This statement was effective for interim or annual reporting periods after June 15, 2009. ASC 855 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements as well as the circumstances under which the entity would recognize them and the related disclosures an entity should make. This statement became effective for the Company’s financial statements as of June 30, 2009.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In April 2008, the FASB issued FASB Staff Position No. 142-3, “Determination of the Useful Lives of Intangible Assets” (“FSP 142-3”. FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of an intangible asset. Under the new codification this interpretation was incorporated into two different ASCs, ASC 275, “Risks and Uncertainties’ (“ASC 275”) and ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”). This interpretation was effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those years. The Company adopted the staff position on January 1, 2009, and it did not have a material impact on the Company’s consolidated results of operations, cash flows or financial condition.

In June 2009, the FASB issued SFAS No 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), which amended the consolidation guidance for variable-interest entities in ASC 810, “Consolidations.” The amendments include: (1) the elimination of the exemption for qualifying special purpose entities (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2009. The Company will adopt the provisions of SFAS 167 on January 1, 2010 and is currently the impact this statement will have on the Company’s consolidated results of operations, cash flows and financial position.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS 141R”), which was incorporated into ASC 805, “Business Combinations” (“ASC 805”). ASC 805 requires an acquirer to recognize all of the fair values of acquired assets, including goodwill, and assumed liabilities, with limited exceptions, even in instances where the acquirer has not acquired 100% of its target. ASC 805 also requires that contingent consideration be measured at fair value at that acquisition date and included on that basis in the purchase price consideration. Under ASC 805, transaction costs would be expensed as incurred. ASC 805 amends ASC 740-10 “Income Taxes” (“ASC 740”) to require the acquiring entity to recognize changes in the amount of its deferred tax benefits that are recognizable due to a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, based upon the circumstances. ASC 805 is effective for fiscal years beginning after December 15, 2008. Regent adopted this statement on January 1, 2009, with no effect on the Company’s consolidated results of operations, cash flows or financial position.

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REGENT COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In February 2009, the FASB issued SFAS No. 141R-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies,” which allows an exception to the recognition and fair value measurement principles of ASC 805. This exception requires that acquired contingencies be recognized at fair value on the acquisition date if fair value can be reasonably estimated during the allocation period. This statement update was effective for the Company as of January 1, 2009 for all business combinations that closed on or after January 1, 2009, and it did not have an impact on the Company’s consolidated results of operations, cash flows or financial position.

In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP 03-6-1”). Under the new FASB Codification, this FSSP was incorporated into ASC 260, “Earnings Per Share” (“ASC 260”). ASC 260 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method as described in current accounting guidance. Under the guidance in ASC 260, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. ASC 260 was effective on January 1, 2009 and prior-period earnings per share data were adjusted retrospectively. (See Note 7, “Earnings Per Share.”)

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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

			ADDITIONS
	BALANCE		CHARGED			CHARGED						BALANCE
	AT		TO			TO					AT
	BEGINNING		COSTS AND			OTHER					THE END
	OF PERIOD		EXPENSES			ACCOUNTS		DEDUCTIONS(1)			OF PERIOD
Allowance for doubtful accounts:
Years ended December 31,
2009	$	527		694			—		709		$	512
2008	$	651		446			—		570		$	527
2007	$	898		286			—		533		$	651
Deferred tax asset valuation allowance:
Years ended December 31,
2009	$	80,899		16,081	(2)		—		495	(3)	$	96,485
2008	$	2,906		79,127	(4)		—		1,134	(5)	$	80,899
2007	$	3,119		64	(6)		—		277	(7)	$	2,906

(1)	Represents accounts written off to the reserve.
(2)	Represents a valuation allowance recorded for change in net deferred tax assets, principally related to the impairment of indefinite-lived intangible assets.
(3)	Represents the release of valuation allowance for federal and state net operating loss carryforwards that expired or were utilized in 2009.
(4)	Represents a valuation allowance recorded for net deferred tax assets.
(5)	Represents the release of valuation allowance for federal and state net operating loss carryforwards that expired or were utilized in 2008.
(6)	Represents a valuation allowance recorded for state net operating loss carryforwards generated in 2007 and scheduled to expire prior to 2017.
(7)	Represents the release of valuation allowance for federal and state net operating loss carryforwards that expired or were utilized in 2007.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A(T). CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the desired control objectives, and the Company’s certifying officers have concluded that the Company’s disclosure controls and procedures are effective in reaching that level of reasonable assurance.

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The Company has carried out an evaluation, under the supervision and with the participation of the Company’s Disclosure Committee and management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report, pursuant to Exchange Act Rules 13a-15(e) or Rule 15d-15(e). Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), are effective.

Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Refer to Item 8 for information pertaining to Management’s annual report on internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Size of the Board of Directors

On March 17, 2009, and in conjunction with an agreement between the Company and certain parties, described below, the Company’s Board of Directors met and voted to reduce the size of the Board from seven members to six members.

Procedures for Nomination of Director Candidates

Director candidates are nominated by the Company’s Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee’s charter directs the Committee to investigate and assess the background and skills of potential candidates. The Committee is empowered to engage a third party director search firm to assist, but the Committee to date has not engaged or paid any fees to any such firm. The Committee believes that the existing directors and executive officers of the Company have significant networks of business contacts from which suitable candidates will be identified when necessary.

Generally, once a candidate is identified for serious consideration, one or more members of the Nominating and Corporate Governance Committee will initially interview such candidate to evaluate the candidate’s qualifications and level of potential interest in serving on the Company’s Board of Directors. If the candidate merits further consideration, meetings then will be arranged to the fullest extent feasible and practical, individually or collectively, with other members of the Nominating and Corporate Governance Committee, other directors and the Company’s Chief Executive Officer and other executive officers. The Nominating and Corporate Governance Committee next would obtain feedback from all persons who participated in those meetings and then determine whether or not to nominate the candidate.

In addition, the Company’s Corporate Governance Guidelines provide that stockholders of the Company may propose nominees for election at Regent’s Annual Meeting of Stockholders for consideration by the Nominating and Corporate Governance Committee upon submitting the names and qualifications of such persons to the Committee no later than December 31 of any year. Submissions must be made to the Committee c/o Regent Communications, Inc., Secretary, 2000 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio 45202, which submissions will then be forwarded to the Nominating and Corporate Governance Committee. The Committee would then evaluate the possible nominee and would consider such person in comparison to all other candidates. No such stockholder nominations have been received by the Company since January 1, 2009.

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In September 2007, the Company entered into an agreement with Riley Investment Management LLC (“RIM”), John J. Ahn, Joseph P. Hannan and other parties, providing RIM the right to propose two nominees for election to Regent’s Board of Directors. RIM initially proposed Messrs. Ahn and Hannan, each of whom was subsequently elected to the Board. In April 2008, Mr. Hannan resigned from Regent’s Board of Directors. RIM nominated Mr. DeLorenzo to replace Mr. Hannan, and Mr. DeLorenzo was subsequently elected to the Regent Board of Directors. In March 2009, Regent entered into a new agreement with RIM and Riley Investment Partners Master Fund, L.P. (together ^“Riley”), the material terms of which are as follows:

• Regent’s Board of Directors accepted the recommendations of the Nominating and Corporate Committee to reduce the size of the Board to six directors and continuing thereafter until such time as the Board may take further action to either increase or decrease the size of the Board;

• The Board accepted the recommendations of the Nominating and Corporate Governance Committee that all of Regent’s incumbent directors, other than Mr. Sutter, be nominated for re-election to Regent’s Board of Directors at the 2009 Annual Meeting, and that John H. Wyant be appointed Chairman of the Board effective immediately;

• Riley will not nominate any person for election to Regent’s Board in connection with Regent’s 2009 Annual Meeting of Stockholders, will not call for any special meeting of Regent’s stockholders, and will not nominate any person for election to Regent’s Board at any special or annual meeting of Regent’s stockholders or form or join a group or act in concert with any person or entity to change the composition of Regent’s Board through December 31, 2009;

• Unless approved by a majority of Regent’s Board, including the approval of either Mr. Ahn or Mr. DeLorenzo, Regent’s bylaws will not be amended with respect to calling a special meeting of stockholders until at least two months after no designees of Riley serve on Regent’s Board; and

• Except as otherwise specifically provided in the agreement, unless Regent’s Board fails to take the actions specified above, all covenants and restrictions set forth in the agreement will lapse and be of no further effect as of 11:59 p.m. on December 31, 2009.

In conjunction with this agreement, William P. Sutter, Jr. submitted his resignation as a member of the Board of Directors and from the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Mr. Sutter also resigned as the Chairman of the Board and as Chairman of the Nominating and Corporate Governance Committee. A copy of the agreement was filed as Exhibit 10.1 to Regent’s Form 8-K filed March 19, 2009.

Considerations in Evaluating Candidates for Directors

The Company’s Corporate Governance Guidelines set forth the following guidelines for the qualifications desired for directors: highest personal and professional ethics and integrity; willingness and ability to devote sufficient time to carrying out the duties of a director effectively; and the diversity of experience, age, skills and other factors possessed by the candidate that will best serve the needs of the Company and its stockholders in combination with the other directors. In addition, a director of the Company generally should not serve on more than three other public company boards of directors.

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Information Regarding Directors

The following individuals were elected to serve as Directors at our Annual Meeting of Stockholders on June 3, 2009, and served until our emergence from Chapter 11 on April 27, 2010.

JOHN J. AHN (Age 45)

Mr. Ahn served as a director of Regent from September 2007 to April 27, 2010. Since October 2005, Mr. Ahn has served as a principal of Riley Investment Management LLC, an investment firm specializing in investing in public equities. From January 2004 through December 2005, Mr. Ahn served as general partner for ISA Capital Management, an investment company that focused on investing in public equities and distressed debt. From March 2003 through January 2004, Mr. Ahn was managing director of Maxcor Financial, a company that specialized in the trading of high-yield and distressed debt. From April 1995 through May 2003, Mr. Ahn was a partner with Standard Capital Group. Mr. Ahn also serves as a director for MAIR Holdings Inc., a publicly traded company. Mr. Ahn’s qualifications to serve on the Board include his experience in working with companies in financial distress to resolve liquidity requirements and reach restructuring arrangements with lenders.

JOHN F. DELORENZO (Age 51)

Mr. DeLorenzo served as a director of Regent from April 2008 to April 27, 2010. Since May 2008, Mr. DeLorenzo has served as the manager of Trenwest Development LLC, an investment company which he founded in 1996 and operated through 1999. From 2002 through 2008, Mr. DeLorenzo served as the executive vice president, treasurer and chief financial officer of Entravision Communications Corporation, a Spanish-language media company. From 1999 to 2002, Mr. DeLorenzo served as a media investment banking consultant. In 1999, Mr. DeLorenzo served as executive vice president and chief financial officer of Paxson Communications, a television broadcaster. From 1988 to 1996, he was executive vice president and chief financial officer of Act III Communications, a broadcasting, publishing and movie theater exhibition holding company. Prior to 1988, Mr. DeLorenzo worked at Renaissance Communications and Fox Television, both broadcasting companies.

ANDREW L. LEWIS, IV (Age 53)

Mr. Lewis served as a director of Regent from May 2005 to April 27, 2010. Since 1989, Mr. Lewis has been an independent business consultant and entrepreneur, providing a range of consulting services to start-up and other businesses in the areas of strategic planning, financing and marketing. Mr. Lewis also serves as a board member and advisor since January 1986 to Brynwood Partners, a privately-held investment partnership. From 1986 to 2000, Mr. Lewis served as a director of Air Express International Corporation, a transportation logistics provider, and from 1987 to 2000, he served as a director of Hurco Companies, Inc., an automation company in the metal cutting and forming industry: both of which companies were publicly traded and investments of Brynwood Partners I, L.P. From July 1993 to December 1995, he also served as managing partner of KRR Partners, L.P., an investment partnership. Mr. Lewis currently serves as a member of the Delaware County Council in Media, Pennsylvania. Mr. Lewis’ qualifications to serve on the Board include his experience in advising companies on attracting investment capital, and in strategies to improve marketing efforts to increase revenue from customers and potential customers.

TIMOTHY M. MOONEY (Age 62)

Mr. Mooney served as a director of Regent from July 2003 to April 27, 2010. Since August 2004, he has been the vice president of operations of St. Xavier High School in Cincinnati, Ohio, one of the nation’s largest Jesuit high schools. From May 1996 through December 2002, Mr. Mooney served as executive vice president and chief financial officer of Kendle International Inc., a publicly traded company that provides clinical research services to pharmaceutical and biotechnology companies. He also served as a director of Kendle beginning in January 1997 until his retirement from the company in December 2002. Prior to joining Kendle, Mr. Mooney served as the chief financial officer of two other publicly traded companies, The Future Now, Inc., a computer reseller, and Hook-SupeRx, Inc., a retail drugstore chain. Prior to May 1988, he was a partner with Coopers & Lybrand, a predecessor to PricewaterhouseCoopers LLP. Since November 2008, Mr. Mooney has served as a director of Kendle International Inc. Mr. Mooney’s qualifications to serve on the Board of Directors include his chief financial officer experience and as a partner of a “Big 4” accounting firm, thus helping to guide the Company and management during a period of financial distress and default on its credit facility to maintain operating liquidity.

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WILLIAM L. STAKELIN (Age 67)

Mr. Stakelin has been President, Chief Executive Officer and a director of Regent since September 2005 and served in those capacities to April 30, 2010. Prior to that time, Mr. Stakelin served as President, Chief Operating Officer, Secretary and a director of Regent since its incorporation in November 1996. He served as executive vice president and chief operating officer of a privately-held radio broadcast company under the name “Regent Communications, Inc.” (“Regent I”), which acquired and operated 23 radio stations from 1995 until its merger into Jacor Communications, Inc. in February 1997. Mr. Stakelin served as president and chief executive officer of Apollo Radio, Ltd., a privately-held radio broadcast company, which he co-founded in 1988 and which acquired and operated nine radio stations prior to its sale to Regent I in 1995. He currently serves as a director of the Radio Advertising Bureau and the Bayliss Foundation, both of which are industry trade associations. Mr. Stakelin’s qualifications to serve on the Board of Directors include his forty-plus years of experience in the radio industry and in managing broadcast properties.

JOHN H. WYANT (Age 63)

Mr. Wyant has served as a director of Regent from June 1998 to April 27, 2010. Mr. Wyant has served as president of Blue Chip Venture Company, a venture capital investment firm, since its formation in 1990. Blue Chip Venture Company, together with its affiliates, manages an aggregate of approximately $550 million of committed capital for investment in privately-held high-growth companies. Mr. Wyant is also a director of a number of privately-held companies. Mr. Wyant’s qualifications to serve on the Board of Directors include his experience in advising companies on attracting investment capital, and in understanding what outside investors may require of a company undergoing financial stress.

On April 27, 2010 the following individuals were elected by the holders of our new common stock, issued to our lenders in fulfillment of our Plan of Reorganization, on April 27, 2010.

STEPHEN KAPLAN (Age 51)

Stephen Kaplan is the head of the Principal Group at Oaktree Capital Management L.P. (“Oaktree”). He joined Oaktree in 1995, having previously served as a Managing Director of TCW and portfolio manager of TCW Special Credits Fund V — The Principal Fund. Prior to joining TCW in 1993, Mr. Kaplan was a partner with the law firm of Gibson, Dunn & Crutcher and responsible for that firm’s East Coast bankruptcy and workout practice. During his career as an attorney, Mr. Kaplan specialized in transactions involving the purchase and sale of companies undergoing financial restructurings. Mr. Kaplan graduated with a B.S. degree in Political Science summa cum laude from the State University of New York at Stony Brook and a J.D. from the New York University School of Law.

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B. JAMES FORD (Age 41)

B. James Ford currently serves as a Managing Director at Oaktree. Mr. Ford joined Oaktree in 1996 following graduation from the Stanford Graduate School of Business. Prior thereto, Mr. Ford served as a consultant at McKinsey & Co. and a financial analyst in the Investment Banking Department of PaineWebber Incorporated. Previously, he was an acquisitions analyst for National Partnership Investments Corp., a real estate investment firm. In addition to an M.B.A. from Stanford, Mr. Ford received a B.A. degree in Economics from the University of California at Los Angeles.

ANDREW SALTER (Age 33)

Andrew Salter currently serves as Senior Vice President of Oaktree. Prior to joining Oaktree in 2001, Mr. Salter was Director of Business Development at RiverOne Inc., a software company, where he worked primarily on acquisition strategy, fundraising and product development. Prior thereto, he was an Investment Banking Analyst at Donaldson, Lufkin and Jenrette. Mr. Salter received a B.A. degree in Economics from Stanford University.

DAVID QUICK (Age 30)

David Quick currently serves as Vice President of Oaktree. Prior to joining Oaktree in 2004, Mr. Quick spent two years as an Analyst at UBS Investment Bank in Los Angeles, gaining experience in mergers and acquisitions, leveraged buyouts, initial public offerings and debt financings. Prior experience includes internships at Johnson Control, Inc. and Paine Webber, Inc. Mr. Quick received a B.B.A. degree with distinction with an emphasis in Finance and Accounting from the School of Business Administration at the University of Michigan.

STEVEN PRICE (Age 48)

On May 2, 2010, Steven Price, 48 years old, was appointed as chairman, president and chief executive officer of the Company. Mr. Price was also appointed to the Board of Directors of the Company.

Mr. Price co-founded media investment firm FiveWire Ventures, LLC in 2009. Prior to co-founding FiveWire, from 2006 until 2009, Mr. Price was a Senior Managing Director at New York-based private equity firm Centerbridge Partners, L.P. and, from 2004-2006, he held a similar position at Spectrum Equity Investors, L.P. From 2001-2004, Mr. Price served in the Pentagon as Deputy Assistant Secretary of Defense (Spectrum, Space, and Communications). Prior to joining the Pentagon, he served as President and CEO of LiveWire Ventures, LLC from 1998 until 2001, a software and services company he co-founded with Stuart Rosenstein. Mr. Price was also formerly an executive of PriCellular Corporation from 1993 until 1998, most recently serving as the President and Chief Executive Officer. PriCellular, a publicly traded cellular phone operator focused on small to mid-sized markets, was acquired by an AT&T predecessor entity in 1998. Mr. Price currently serves on the board of directors of SmartBrief, Inc. Mr. Price previously served on the board of directors of Classic Media, Inc., from 2005 until 2006, and QTC Management, Inc. from 2005 until 2006.

None of the above named directors or former directors have any family relationships with any other nominee or with any executive officers of the Company.

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Director Compensation

In accordance with our Plan of Reorganization, immediately following the effectiveness of the Plan and issuance of the new common stock of the reorganized Company, each holder of such new common stock was deemed to automatically contribute such new common stock to Regent Holdings LLC (“Holdings”) in exchange for the issuance by Holdings to each such holder’s pro rata share of the common units of Holdings. As a result of this transaction Holdings became the sole stockholder of the Company.

Until such time as the new directors establish a new director compensation plan, Holdings will pay all reimbursable out-of-pocket costs and expenses incurred by each member of the new Board incurred in the course of their service, including in connection with attending regular and special meetings of the new Board, any board of managers or board of directors of Holdings or any of the Company’s subsidiaries and/or any of their respective committees. It is anticipated that the directors will not receive any compensation for serving in such capacity, except for any additional directors appointed to the new Board, the compensation of which will be subject to the approval of the holder(s) in accordance with the terms of the limited liability company agreement of Holdings.

Transactions with Directors

Messrs. Kaplan, Ford, Salter and Quick, each a newly-appointed director, is related to Oaktree described above. Pursuant to the Plan and on the Effective Date, Oaktree and funds controlled by it were issued new common stock in exchange for their first lien debt claims, which were automatically converted into common units of Holdings. The Company did not engage in transactions with any of the Directors who served on the Board during 2009 and through April 27, 2010, other than Mr. Stakelin who served as the Company’s President and CEO who at all times had an employment agreement with the Company.

Meetings of the Board of Directors and Attendance

During the year ended December 31, 2009, the Board held four regularly scheduled meetings and 14 special meetings. Each director attended or participated in at least 90% of the meetings of the Board of Directors and of all committees on which he served in 2009.

The Board also regularly holds executive sessions of those members of the Board who meet the then current standards of independence. Such meetings have occurred during scheduled meetings of the full Board of Directors, at which time all members of the company’s management team and non-independent directors are excused. The independent directors also could convene an executive session separately from any scheduled Board meeting if deemed appropriate. In 2009, the independent directors held six executive sessions in conjunction with regularly scheduled Board meetings. Executive sessions of the Board of Directors are chaired by the independent director as determined by the independent directors collectively to have the requisite experience and knowledge regarding the matters being discussed in a particular executive session. The Board of Directors believes that this practice, coupled with the fact that the Board has elected an independent Chairman of the Board, provides for effective leadership of all executive sessions.

The Company does not maintain a policy regarding director attendance at the company’s Annual Meetings of Stockholders. Three of the six directors elected at the June 3, 2009 Annual Meeting of Stockholders were in attendance at the meeting.

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Determination of Independence

The Board of Directors determined that Messrs. Ahn, DeLorenzo, Lewis, Mooney and Wyant are independent directors in accordance with the standards of Rule 4200(a)(15) of the National Association of Securities Dealers listing standards for issuers whose securities are listed on The Nasdaq Stock Market (“Nasdaq”). Mr. Stakelin was not an independent director based on his employment by the Company within the past three years. Accordingly, approximately 83% of the Company’s Board of Directors was comprised of independent directors during 2009.

Committees of the Board of Directors

The Board of Directors has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee as described below.

Audit Committee. The Audit Committee consisted of four directors during 2009, and to April 27, 2010, Messrs. Mooney (Chairman), Ahn, DeLorenzo and Lewis, all of whom are independent directors as discussed above and satisfy the audit committee qualification standards contained in Rule 4350(d)(2) of the National Association of Securities Dealers listing standards. The Board of Directors also determined that Mr. Mooney was an audit committee financial expert until April 27, 2010.

Since April 27, 2010, Messrs Quick and Salter have served on the Audit Committee, and the Board of Directors has determined that Mr. Quick is an audit committee financial expert.

The Audit Committee’s functions include the engagement of the company’s independent registered public accounting firm, review of the results of the audit engagement and the Company’s financial results, review of the auditors’ independence, review of the effectiveness of the Company’s internal controls and similar functions, and the approval of all auditing and non-auditing services performed by the independent auditors of the company. The Audit Committee’s charter was available on the Company’s website at www.regentcomm.com through April 30, 2010 by selecting the “Investor Information” tab and then selecting “Corporate Governance.” The Audit Committee held seven meetings during 2009.

Compensation Committee. The Compensation Committee consisted of five directors during 2009 and to April 27, 2010. Messrs. Wyant (Chairman), Ahn, DeLorenzo, Lewis and Mooney, all of whom are independent directors as discussed above. The basic function of the Compensation Committee is to review and establish salaries, bonuses and other elements of compensation for the Company’s chief executive officer and other executive officers, as well as to determine equity incentive awards for such officers and other key employees. The Compensation Committee has adopted a charter, which was available on the Company’s website at www.regentcomm.com by selecting the “Investor information” tab and then selecting “Corporate Governance.” The Compensation Committee held four meetings during 2009.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consisted of five directors during 2009 and to April 27, 2010. Messrs. Lewis (Chairman), Ahn, DeLorenzo, Mooney and Wyant, all of whom are independent as discussed above. The primary purpose of the Nominating and Corporate Governance Committee is to develop and recommend to the Board corporate governance policies and guidelines for the Company, and to nominate directors for election to the Board and appointment to committee memberships. The Nominating and corporate Governance Committee has adopted a charter, which was available on the company’s website through April 30, 2010 at www.regentcomm.com by selecting the “Investor Information” tab and then selecting “Corporate Governance.” The Nominating and Corporate Governance Committee held three meetings during 2009.

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Risk Oversight

Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. Management is responsible for the establishing our business strategy, identifying and assessing the related risks and establishing appropriate risk management practices. Our Board of Directors reviews our business strategy and management’s assessment of the related risk, and discusses with management the appropriate level of risk for the Company.

Our Board of Directors administers its risk oversight function with respect to our operating risk as a whole, and meets with management at least quarterly to receive updates with respect to our operations, business strategies and the monitoring of related risks. The Board also delegates oversight to Board committees to oversee selected elements of risk:

• Our Audit Committee oversees financial risk exposures, including monitoring the integrity of the financial statements, internal controls over financial reporting, and the independence of the independent auditor of the Company. The Audit Committee also assists the Board of Directors in fulfilling its oversight responsibility with respect to compliance with legal and regulatory matters related to the Company’s financial statements and meets quarterly with our financial management, independent auditors and legal advisors for updates on risks related to our financial reporting function. The Audit Committee also monitors our whistleblower hot line with respect to financial reporting matters. Our Audit Committee oversees financial, credit and liquidity risk by working with our treasury function to evaluate elements of financial and credit risk and advise on our financial strategy, capital structure and long-term liquidity needs, and the implementation of risk mitigating strategies. Our chief financial officer and treasurer meet periodically with our Audit Committee to discuss and advise on elements of risks related to our credit risk and function. Our Audit Committee oversees risk by working with management to adopt codes of conduct and business ethics designed to encourage the highest standards of business ethics Our employees receive regular, annual guidance from senior management on our Code of Conduct, and we believe that adherence to our Code of Conduct has been exemplary.

• Our Nominating and Governance committee oversees governance related risks by working with management to establish corporate governance guidelines applicable to the Company, including recommendations regarding director nominees, the determination of director independence, Board leadership structure and membership on Board Committees.

• Our Compensation Committee oversees risk management by participating in the creation of compensation structures that create incentives that encourage a level of risk-taking behavior consistent with the Company’s business strategy. While in the past we have included equity grants as a means to incentive management over the long term, most compensation paid to management consists of salary and annual cash bonuses, and we do not view equity grants as creating any material risk to the Company’s continued operating performance or financial condition.

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Compensation Committee Interlocks and Insider Participation

For the year ended December 31, 2009, the Compensation Committee consisted of five members, Messrs. Wyant, DeLorenzo, Lewis, Ahn and Mooney. No executive officer of the Company serves on any board of directors or compensation committee of any entity that compensates Messrs. Wyant, DeLorenzo, Lewis, Ahn and Mooney. The Company is a party to the following agreements, which are described further below: an agreement to provide registration rights to entities affiliated with Mr. Wyant, and which the Company has registered shares held by such entities; and an agreement with Riley as discussed below.

The Company is a party to a registration rights agreement dated as of June 15, 1998, as amended, with Blue Chip Capital Fund II Limited Partnership, Blue Chip Capital Fund III Limited Partnership, Miami Valley Venture Fund L.P., and other entities. Under this agreement, upon a demand made by parties to the agreement that held at least 10% of the Company’s outstanding common stock, Regent was required to register under the Securities Act of 1933 the shares of the Company’s common stock owned by these holders. In addition, the parties to the agreement have the right to join in certain registrations of Regent’s equity securities. None of the parties to the registration rights agreement currently hold 10% of the Company’s outstanding common stock, although the Company has filed an effective registration statement with the Securities and Exchange Commission (“SEC”), allowing for the public resale of 3,246,356 shares of Regent common stock held by Blue Chip and its current and former affiliates.

On March 17, 2009, William P. Sutter, Jr. submitted his resignation as a member of the Board of Directors and from the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Mr. Sutter also resigned as the Chairman of the Board and as Chairman of the Nominating and Corporate Governance Committee. Mr. Sutter’s resignation from these positions was predicated on an agreement between the Company and Riley dated March 17, 2009. Under the terms of the agreement, and based on the recommendation of the Nominating and Corporate Governance Committee, Regent’s Board reduced the size of the Board to six directors until such time as the Board may take further action to either increase or decrease the size of the Board, and agreed to nominate the incumbent six directors for reelection at the 2009 Annual Meeting of Stockholders.

Communications with Directors

The Company’s stockholders may communicate directly in writing with the Company’s Board of Directors by sending a letter to the Board at Regent Communications, Inc., Board of Directors, 2000 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio 45202. Your letter should state that you are a stockholder of Regent Communications, Inc. and provide evidence of your stock ownership if your shares are not registered in your own name. All such letters will be reviewed by a senior member of the Company’s accounting and finance department. Depending on the subject matter of your letter, management will: forward the communication to the full Board or the director to whom the letter is addressed; attempt to handle the inquiry directly, for example, where it is a request for information about the Company or it is related to your stock holdings; or not forward the communication if it relates to a clearly irrelevant, improper or frivolous topic. At each Board meeting, a member of management will summarize for the full Board of Directors all non-forwarded letters and make those letters available to any director who indicates a desire to see the actual communication.

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Code of Business Conduct and Ethics

The Board of Directors has adopted the Regent Communications, Inc. Code of Business Conduct and Ethics applicable to all directors and Company employees, including the chief executive officer and all senior financial officers and employees. The Code was available on the Company’s website at www.regentcomm.com through April 30, 2010 by selecting the “Investor Information” tab and then selecting “Corporate Governance.”

EXECUTIVE OFFICERS

The executive officers of the Company, their ages and the positions they held with the Company through April 30, 2010 were as follows:

Name	Age		Position
William L. Stakelin		67	President and Chief Executive Officer
Anthony A. Vasconcellos		45	Executive Vice President and Chief Financial Officer

Executive officers are elected annually by the Board of Directors and serve at the discretion of the Board. Information with respect to the business experience, principal occupations during the past five years and affiliations of the executive officers of Regent who are not also directors is set forth below. Information regarding Mr. Stakelin is set forth above.

Anthony A. Vasconcellos joined Regent in September 1998 as Vice President and Chief Financial Officer. From December 2000 until August 2005, he served as Senior Vice President and Chief Financial Officer for Regent. In September 2005, he became Executive Vice President and Chief Financial Officer for the Company. From October 1991 until joining Regent in 1998, he was employed by LensCrafters, Inc., a highly acquisitive optical retail company, which by 1998 had 800 retail stores and $1.2 billion in revenues. From February 1992 to March 1994, Mr. Vasconcellos served as controller of LensCrafters’ Canadian subsidiary. In 1994, he was repatriated and assumed oversight of financial reporting and financial systems for LensCrafters until leaving to join Regent in 1998. From July 1987 to September 1991, Mr. Vasconcellos served as an auditor for the international accounting firm of Coopers & Lybrand, a predecessor to PricewaterhouseCoopers LLP.

The executive officers of the Company, their ages and the positions they have held with the Company commencing May 2, 2010, are as follows:

Name	Age		Position
Steven Price		48	Chairman, President and Chief Executive Officer
Stuart Rosenstein		49	Executive Vice President and Chief Financial Officer

Stuart Rosenstein co-founded FiveWire with Mr. Price in 2009. Since 2006, Mr. Rosenstein has served as the managing principal of AMG Financial Co. LLC, a private lending firm that extended financing and provided collateralized loans and other services principally to the real estate industry. Prior to AMG Financial, Mr. Rosenstein co-founded LiveWire with Mr. Price and served as the company’s Executive Vice President and Chief Financial Officer from 1998 until 2004. Prior to that, he was an executive with PriCellular from 1990 until 1998, most recently serving as the Executive Vice President and Chief Financial Officer. Mr. Rosenstein started his career at Ernst & Young. Mr. Rosenstein currently serves on the board of managers of AMG Financial.

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ITEM 11. EXECUTIVE COMPENSATION.

The following table is a summary of certain information concerning the compensation awarded or paid to, or earned by, the Company’s Chief Executive Officer, William L. Stakelin, and Chief Financial Officer, Anthony A. Vasconcellos, (the “Named Executives”) during the last three completed fiscal years.

2009 Summary Compensation Table

													Change in
													Pension Value
													and
Name											Non-Equity		Nonqualified
and							Stock		Option		Incentive Plan		Deferred		All Other
Principal			Salary		Bonus		Awards(2)		Awards		Compensation		Compensation		Compensation(1)		Total
Position	Year		($)		($)		($)		($)		($)		($)		($)		($)
William L. Stakelin, President and Chief Executive		2009	$	366,057	$	146,423	$	18,000	$	0	$	0	$	0	$	20,567	$	551,047
Officer		2008	$	366,057	$	52,712	$	213,000	$	0	$	105,424	$	0	$	25,033	$	762,226
Anthony A. Vasconcellos, Executive Vice President and Chief Financial		2009	$	277,172	$	110,869	$	15,750	$	0	$	0	$	0	$	14,428	$	418,219
Officer		2008	$	277,172	$	39,913	$	142,000	$	0	$	79,826	$	0	$	19,224	$	558,135

(1)

All Other Compensation consists of auto allowances and insurance, employer match under the Company’s 401(k) Profit Sharing and Deferred Compensation Plans, and employer-paid premiums for medical, dental and short-term disability insurance.

(2)

Amounts shown represent the aggregate grant date fair value of stock awards granted to the Named Executives in 2008 and 2009, calculated in accordance with FASB ASC Topic 718. The value of each share subject to stock awards was based upon the closing price of the Company’s common stock on the OTC Bulletin Board or Nasdaq Global Market (or its predecessor, the Nasdaq National Market) on the date of grant. For Mr. Stakelin, the amounts include a January 4, 2008 grant of 150,000 shares at a grant date fair value of $1.42 per share; and a January 2, 2009 grant of 200,000 shares at a grant date fair value of $0.09 per share. For Mr. Vasconcellos, the amounts include a January 4, 2008 grant of 100,000 shares at a grant date fair value of $1.42 per share; and a January 2, 2009 grant of 175,000 shares at a grant date fair value of $0.09 per share.

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Narrative Disclosure to 2009 Summary Compensation Table

During 2009, our Named Executives were each employed pursuant to an employment agreement that set forth their base salaries, target bonus amounts and other terms and conditions of their employment. Effective as of December 31, 2009, our Named Executives entered into new employment agreements that provided for similar base salary and target bonus amounts, but contained revised severance pay provisions in the event the Named Executive’s employment was terminated in certain circumstances. The new employment agreements provided that in the event the Named Executive was terminated without cause or resigned for good reason (as such terms were defined in the employment agreements), the Named Executive would receive severance pay in an amount equal to one times his annual base salary, a pro-rated bonus for the year of termination and reimbursement for or continued participation in health and life insurance plans for up to 12 months. If such a termination was in anticipation of or within two years following a change in control, the Named Executive would receive an amount equal to two times his annual base salary, plus two times his average annual bonus, a pro-rated bonus for the year of termination and benefit continuation for a period of 18 months. In connection with our Chapter 11 reorganization, we incurred a change in control within the meaning of these employment agreements, and the Named Executives resigned their employment with us effective as of April 30, 2010.

2009 Outstanding Equity Awards at Fiscal Year End

The following table sets forth each of the outstanding option awards and unvested stock awards held by the Named Executives as of December 31, 2009. Effective April 27, 2010, all stock awards and option awards were cancelled in connection with our Reorganization Plan, as described more fully above under “Business — Chapter 11 Reorganization.” All unvested awards were accelerated and became fully vested in conjunction with our April 27, 2010 reorganization.

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	Option Awards										Stock Awards
																		Equity
																		Incentive
																		Plan
																	Equity	Awards:
																	Incentive	Market
																	Plan	or Payout
					Equity												Awards:	Value of
					Incentive									Market			Number of	Unearned
					Plan									Value of			Unearned	Shares,
					Awards:						Number of			Shares or			Shares,	Units or
	Number of		Number of		Number of						Shares or			Units of			Unit or	Other
	Securities		Securities		Securities						Units of			Stock			Other	Rights
	Underlying		Underlying		Underlying						Stock That			That			Rights	That
	Unexercised		Unexercised		Unexercised		Option		Option		Have Not			Have Not			That Have	Have Not
	Options #		Options #		Unearned		Exercise		Expiration		Vested			Vested			Not Vested	Vested
Name	Exercisable		Unexercisable		Options (#)		Price ($)		Date		(#)			($)			(#)	($)
William L. Stakelin
		100,000		0		0	$	7.76		5/17/2011
		100,000		0		0	$	6.93		1/4/2012
		100,000		0		0	$	5.86		1/3/2013
		100,000		0		0	$	6.46		1/2/2014
		125,000		0		0	$	5.33		1/7/2015
												18,750	(1)		4,875	(2)
												37,500	(3)		9,750	(2)
												112,500	(4)		29,250	(2)
												200,000	(5)		52,000	(2)
Anthony A. Vasconcellos
		100,000		0		0	$	7.76		5/17/2011
		75,000		0		0	$	6.93		1/4/2012
		75,000		0		0	$	5.86		1/3/2013
		75,000		0		0	$	6.46		1/2/2014
		75,000		0		0	$	5.33		1/7/2015
												12,500	(6)		3,250	(2)
												25,000	(7)		6,500	(2)
												75,000	(8)		19,500	(2)
												175,000	(9)		45,500	(2)

(1)	On January 3, 2006, the above Named Executive was awarded 75,000 nonvested shares, of which, 18,750 shares vested on January 3, 2007, 18,750 vested on January 3, 2008, and 18,750 vested on January 3, 2009. The remaining 18,750 nonvested shares would have vested on January 3, 2010.
(2)	The value of nonvested shares awarded to the above Named Executive was calculated using a price of $0.26, the closing price of a share of Regent Communications, Inc. common stock on the last business day of the 2009 calendar year.
(3)	On January 3, 2007, the above Named Executive was awarded 75,000 nonvested shares, of which, 18,750 shares vested on January 3, 2008 and 18,750 vested on January 3, 2009. The remaining nonvested shares would have vested in two equal annual installments of 18,750 shares through 2011.

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(4)	On January 4, 2008, the Named Executive was awarded 150,000 nonvested shares, of which, 37,500 shares vested on January 4, 2009. The remaining nonvested shares would have vested in three equal annual installments of 37,500 shares through 2012.
(5)	The nonvested shares awarded to the above Named Executive on January 2, 2009, would have vested in four equal annual installments of 50,000 shares through 2013.
(6)	On January 3, 2006, the above Named Executive was awarded 50,000 nonvested shares, of which, 12,500 shares vested on January 3, 2007, 12,500 shares vested January 3, 2008, and 12,500 shares vested January 3, 2009. The remaining 12,500 nonvested shares would have vested on January 3, 2010.
(7)	On January 3, 2007, the above Named Executive was awarded 50,000 nonvested shares, of which, 12,500 shares vested on January 3, 2008 and 12,500 shares vested on January 3, 2009. The remaining nonvested shares would have vested in two equal annual installments of 12,500 shares through 2011.
(8)	On January 4, 2008, the Named Executive was awarded 100,000 nonvested shares, of which, 25,000 shares vested on January 4, 2009. The remaining nonvested shares would have vested in three equal annual installments of 25,000 shares through 2012.
(9)	The nonvested shares awarded to the above Named Executive on January 4, 2008, would have vested in four equal annual installments of 43,750 shares through 2013.

COMPENSATION OF NON-EMPLOYEE DIRECTORS

Compensation of Directors

Only non-employee directors of the Company are eligible to receive directors’ fees. During 2009, non-employee directors received the following compensation:

• A $1,000 monthly retainer;

• A Board Committee meeting fee of $2,000 for each on-site Board Committee meeting attended ($1,000 for attendance by telephone);

• A Board Committee meeting fee of $1,000 for each telephonic Board Committee meeting attended;

• The Chairman of the Board and Chair of each Board Committee receives the following fees:

• Chairman of the Board — annual fee of $15,000

• Audit Committee Chair — annual fee of $10,000

• Nominating and Corporate Governance Committee Chair — annual fee of $5,000

• Compensation Committee Chair — annual fee of $5,000

Each non-employee director of the Company was eligible to receive awards of stock appreciation rights, nonvested stock, or non-qualified stock options under the Regent Communications, Inc. 2006 Directors Equity Compensation Plan. The terms, conditions, form and amount of such awards, if any, were determined by the Compensation Committee of the Company’s Board of Directors. Each director serving on the Company’s Board of Directors on June 3, 2009, was awarded 10,000 nonvested shares of Regent common stock.

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The following table presents the compensation provided by the Company to the non-employee directors for the year ended December 31, 2009.

							Change in
							Pension Value
							and
					Non-equity		Nonqualified
	Fees Earned or		Stock		Incentive Plan		Deferred		All Other
	Paid in Cash		Awards		Compensation		Compensation		Compensation		Total
Name	($)		($) (1)		($)		($)		($)		($)
John J. Ahn	$	24,000	$	1,400	$	0	$	0	$	0	$	25,400
John F. DeLorenzo	$	29,000	$	1,400	$	0	$	0	$	0	$	30,400
Andrew L. Lewis, IV	$	32,944	$	1,400	$	0	$	0	$	0	$	34,344
Timothy M. Mooney	$	43,000	$	1,400	$	0	$	0	$	0	$	44,400
William P. Sutter, Jr. (2)	$	19,771	$	0	$	0	$	0	$	0	$	19,771
John H. Wyant	$	40,833	$	1,400	$	0	$	0	$	0	$	42,233

(1)

Amounts shown represent the aggregate grant date fair value of stock awards granted to the Director in 2009, calculated in accordance with FASB ASC Topic 718. The value of each share subject to stock awards was based upon the closing price of the Company’s common stock on the Nasdaq Global Market (or its predecessor, the Nasdaq National Market) on the date of grant.

(2)

Effective March 17, 2009, Mr. Sutter resigned from the Board of Directors and from the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Mr. Sutter also resigned as Chairman of the Board and as Chairman of the Nominating and Corporate Governance Committee. Effective upon his resignation, the Board of Directors approved the payment to Mr. Sutter of all director fees earned through the date of his resignation, the additional sum of $8,000 (which represents the director, Board Chairman and Nominating and Corporate Governance Committee Chairman retainer fees as would have been payable to him if he had remained on the Board through the date of the 2009 Annual Meeting) and the acceleration of vesting for 16,250 shares of nonvested common stock that were previously granted to Mr. Sutter as part of his compensation for serving on the Board of Directors.

When traveling from out-of-town, the members of the Board of Directors are also eligible for reimbursement for their travel expenses incurred in connection with attendance at Board meetings and Board Committee meetings. These amounts are not included in the table above. Employee directors do not receive any compensation for their participation in Board meetings or Board Committee meetings.

Potential Payments Upon Termination or Change in Control

The Company had employment agreements with William L. Stakelin and Anthony A. Vasconcellos. Mr. Stakelin was employed as Regent’s President and Chief Executive Officer and Mr. Vasconcellos was employed as Regent’s Executive Vice President and Chief Financial Officer. The employment agreement for Mr. Stakelin also requires the company to seek to cause him to be nominated to serve on the company’s Board of Directors. Each employment agreement is for a term effective December 31, 2009 and ending December 31, 2011.

Under their employment agreements, for the 2009 year, Mr. Stakelin was entitled to a base salary of no less than $366,057 and Mr. Vasconcellos was entitled to a base salary of no less than $277,172. Under the terms of their employment agreements, the 2010 base salaries for each of Mr. Stakelin and Mr. Vasconcellos would equal their respective 2008 salaries, plus an amount equal to the percentage increase in the Consumer Price Index-All Items during the period January 1, 2009 through December 31, 2009. The employment agreements also provided for Messrs. Stakelin and Vasconcellos to receive discretionary annual bonuses in accordance with the Company’s Senior Management Bonus Plan. These bonuses, if any, would be determined by the Compensation Committee of the Board of Directors of Regent and are based on performance of the executive and Regent and the achievement of certain goals established for each year. In addition, the employment agreements entitled Messrs. Stakelin and Vasconcellos each to receive, at the discretion of the Compensation Committee of the Board of Directors, annual grants of nonvested stock, stock options or other equity-based incentives, and/or incentive and non-qualified options to purchase common stock of the Company and other equity-based incentives pursuant to any incentive compensation plus as may be adopted by the Company from time to time. Pursuant to the employment agreements, Messrs. Stakelin and Vasconcellos also received automobile allowance, parking and automobile insurance coverage at Regent’s expense and other benefits available to key management employees, including the employee portion of health and disability insurance premiums.

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Messrs. Stakelin and Vasconcellos may terminate their respective employment agreements for any reason upon 90 days notice and the Company may terminate the agreements at any time. In the event of a termination by the Company without cause or upon disability, then (a) the executive is entitled to receive his base salary through the termination date and, in the event of disability, for up to one year after termination during the continuation of disability, and (b) all vested stock options, shares of nonvested stock and other equity awards held by the executive will accelerate and vest in full. If employment is terminated by the Company without cause, the employment agreements entitle Messrs. Stakelin or Vasconcellos, as the case may be, to receive, in addition to base salary and bonus prorated through the date of termination, the greater of his current base salary for an additional 12-month period or his current base salary throughout the remaining portion of the current term of the employment agreement. In the event of the death of either of Mr. Stakelin or Mr. Vasconcellos, per the provisions of the Regent Communications, Inc. 2005 Incentive Compensation Plan, all unvested shares of nonvested stock awarded to the participant will vest immediately.

In the event of a termination for any reason of either of Messrs. Stakelin and Vasconcellos in the 24-month period prior to or subsequent to a change in control of the Company, as defined in the respective agreements, or in the event of the death or disability of either of Messrs. Stakelin or Vasconcellos in the 12-month period prior to or subsequent to a change in control of the Company, Messrs. Stakelin or Vasconcellos will be entitled to receive (i) all compensation accrued and unpaid prior to the date of termination, (ii) an amount equal to 2.0 times the employee’s base salary as in effect at the date of termination, (iii) an amount equal to 2.0 times the average of the Senior Management Bonuses calculated for 2009 and each successive full calendar year prior to the date of termination for the employee, and (iv) the vesting of all stock options, shares of nonvested stock and other equity awards held by the employee shall accelerate and vest in full. The employment agreements for each of Messrs. Stakelin and Vasconcellos further provided that if such payments would result in an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, then the amount payable shall be capped at the maximum amount payable to the employee before such “excess parachute payment” would apply. In the event that any tax would be imposed on either of Messrs. Stakelin or Vasconcellos under Section 280G or Section 409A of the Internal Revenue Code with respect to any payment made by the Company to either individual pursuant to compensation paid after the employee’s termination, the Company will be responsible for the payment of such tax, penalty, interest and any related audit costs incurred by the individual, including any payments necessary to place the employee in the same taxable position as if no such tax had been imposed on the employee. The employee will be required to return to the Company any excess amounts received over the limitations of Section 280G or 409A, as applicable.

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The term “change of control” means the purchase or other acquisition by any person, entity or group of persons, within the meaning of section 13(d) or 14(d) of the Securities Exchange Act of 1934 (“Exchange Act”), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50 percent or more of either the outstanding shares of common stock or the combined voting power of Regent Communications, Inc.’s then outstanding voting securities entitled to vote generally, or the approval by the stockholders of Regent Communications, Inc. of a reorganization, merger, or consolidation, in each case, with respect to which persons who were stockholders of Regent Communications, Inc. immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50 percent of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated Regent Communications, Inc.’s then outstanding securities, or a liquidation or dissolution of Regent Communications, Inc. or of the sale of all or substantially all of Regent Communications, Inc.’s assets, it being understood and agreed that a “sale of all or substantially all” of the Company’s assets shall be deemed to have occurred if at any time through the 24-month anniversary of the date of termination of the employee’s employment with the Company, one or more transactions occur in which assets of the Company are sold, transferred or otherwise disposed of to one or more persons and such sold, transferred or disposed assets in the aggregate provided more than 50% of the station operating income generated by the Company for the year ended December 31, 2008. It is not considered a “change of control” if the sale or transfer of assets is to: (i) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (ii) an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (iii) a person, or a group of people, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Company; or (iv) an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in (iii) above. In addition, the term “change of control” includes changes in the Regent Communications, Inc. Board of Directors during any twelve (12) month period, such that individuals who, as of the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be deemed to be an Incumbent Director.

Messrs. Stakelin and Vasconcellos are subject to customary non-competition and non-solicitation covenants during their period of employment with Regent and for a 24-month period thereafter as well as customary confidentiality covenants. The employment agreements further provide that, for a period of two years following termination, the employee will not induce any Company employee to leave the Company and the employee must maintain confidentiality of all confidential information relating to the Company.

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The following table describes the potential payments upon termination or a change in control of the Company for William L. Stakelin, the Company’s President and Chief Executive Officer. The amounts included in the table below are calculated as if Mr. Stakelin were terminated on December 31, 2009, and such amounts are in addition to what Mr. Stakelin earned for the 2009 year, as shown in the Summary Compensation Table.

Executive Benefits and					Involuntary
Payments Upon	Voluntary		For Cause		Not for Cause						Change in
Termination	Termination		Termination		Termination(1)		Disability		Death		Control
Base salary (2)	$	0	$	0	$	732,114	$	366,057	$	0	$	732,114
Senior Management Bonus Plan	$	0	$	0	$	0	$	0	$	0	$	292,845
Life and disability insurance, medical, dental and hospitalizations	$	0	$	0	$	0	$	0	$	0	$	0
Nonvested stock, unvested and accelerated (3)	$	0	$	0	$	95,875	$	95,875	$	95,875	$	95,875
Total	$	0	$	0	$	827,989	$	461,932	$	95,875	$	1,120,834

(1)	Assumes the named Executive’s benefit under an involuntary not for cause termination is equal to the remaining amount of base salary through December 31, 2011, the expiration of the Named Executive’s employment agreement, and the full vesting of any nonvested shares of Regent common stock assuming a price of $0.26, based upon the price of a share of the Company’s common stock on the last business day in 2009.
(2)	For analysis purposes, the named Executive’s base salary was equal to the salary in place for the 2009 fiscal year.
(3)	Under the terms of the Regent Communications, Inc. 2005 Incentive Compensation Plan, any unvested shares of nonvested stock will automatically accelerate to 100% vested in the instances of an employee’s death, permanent disability, or a change in control of the Company.

The following table describes the potential payments upon termination or a change in control of the Company for Anthony A. Vasconcellos, the Company’s Executive Vice President and Chief Financial Officer. The amounts included in the table below are calculated as if Mr. Vasconcellos were terminated on December 31, 2009, and such amounts are in addition to what Mr. Vasconcellos earned for the 2009 year, as shown in the Summary Compensation Table.

Executive Benefits and					Involuntary
Payments Upon	Voluntary		For Cause		Not for Cause						Change in
Termination	Termination		Termination		Termination(1)		Disability		Death		Control
Base salary (2)	$	0	$	0	$	554,344	$	277,172	$	0	$	554,344
Senior Management Bonus Plan	$	0	$	0	$	0	$	0	$	0	$	221,737
Life and disability insurance, medical, dental and hospitalization(3)	$	0	$	0	$	16,144	$	16,144	$	0	$	16,144
Nonvested stock, unvested and accelerated (4)	$	0	$	0	$	68,250	$	68,250	$	68,250	$	68,250
Total	$	0	$	0	$	638,738	$	361,566	$	68,250	$	860,475

⁽¹⁾ Assumes the named Executive’s benefit under an involuntary not for cause termination is equal to the remaining amount of base salary through December 31, 2011, the expiration of the Named Executive’s employment agreement, and the full vesting of any nonvested shares of Regent common stock assuming a price of $0.26, based upon the price of a share of the Company’s common stock on the last business day in 2009.

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(2)	For analysis purposes, the named Executive’s base salary was equal to the salary in place for the 2009 fiscal year.
(3)	The Named Executive is entitled to Company-paid life, and disability insurance, medical, dental and hospitalization premiums for the lesser of 12 months or the number of months until the executive attains the age of 65. For purposes of the calculation, the Company used the total cost of premiums paid for such plans as of December 31, 2009.
(4)	Under the terms of the Regent Communications, Inc. 2005 Incentive Compensation Plan, any unvested shares of nonvested stock will automatically accelerate to 100% vested in the instances of an employee’s death, permanent disability, or a change in control of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company’s stock, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file.

Based solely on its review of the copies of such reports received by it, and upon written representations from certain reporting persons, the Company believes that, for the year ended December 31, 2009, all Section 16(a) filing requirements applicable to the Company’s executive officers, directors and greater than ten percent stockholders were complied with on a timely basis.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Equity Compensation Plan Information

					Number of
	Number of				securities
	securities to be				remaining available
	issued upon		Weighted average		for issuance under
	exercise of		exercise price of		equity compensation
	outstanding		outstanding		plans (excluding
	options, warrants		options, warrants		securities
	and rights		and rights		reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		2,224,373	$	6.46		3,972,526
Equity compensation plans not approved by security holders		-		-		-
Total		2,224,373	$	6.46		3,972,526

Effective April 27, 2010, all equity awards were cancelled in connection with our Reorganization Plan, as described more fully above under “Business — Chapter 11 Reorganization.”

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of May 14, 2010, the number and percentage of the Company’s common stock held by (i) persons known to the Company to be beneficial owners of more than 5% of a class of the Company’s securities, (ii) the Company’s directors and nominees for directors, (iii) executive officers of the Company and (iv) all executive officers and directors of the Company, as a group.

	Amount and
	Nature of
	Beneficial		Percent of
Name and Address of Beneficial Owner(2)	Ownership		Class
Regent Holdings LLC	1,000 Shares			100	%
Oaktree Capital Management, L.P.		549		54.9	%(1)
Stephen Kaplan		549		54.9	%(1)
B. James Ford		549		54.9	%(1)
Andrew Salter		549		54.9	%(1)
David Quick		549		54.9	%(1)
Steven Price		0		*
Stuart Rosenstein		0		*
All Executives Officers and Directors as a group		549		54.9	%(1)

* Less than 1%.

⁽¹⁾ 54.9% refers to shares and warrants held in Regent Holdings LLC, the sole stockholder of Townsquare Media, Inc. Messrs. Kaplan, Ford, Salter and Quick disclaim beneficial ownership of such indirect ownership held by Oaktree Capital Management, L.P.

⁽²⁾ The business address of Regent Holdings LLC and Messrs. Price and Rosenstein is 2000 Fifth Third Center, 511 Walnut Street, Cincinnati OH 45202. The business address of Oaktree Capital Management, L.P. and Messrs Kaplan, Ford, Salter and Quick is 333 S. Grand Avenue, Los Angeles, CA 90071

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The Audit Committee of the Board of Directors is charged with the responsibility to review and pre-approve all related party or affiliate transactions between the Company and its directors, executive officers, employees and/or their affiliates or in which any such persons directly or indirectly is interested or may benefit. The Company currently has no agreements, arrangements, transactions or similar relationship with any of its directors or executive officers. See also “Transactions with Directors” and “Determination of Independence” provided herein.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Principal Accounting Firm Fees

The following table sets forth the aggregate fees billed to Regent Communications, Inc. for the fiscal years ended December 31, 2009 and 2008 by the Company’s principal accounting firm, Deloitte & Touche LLP.

	December 31,			December 31,
	2009			2008
Audit Fees	$	379,500	(a)	$	395,000	(a)
Audit-Related Fees		15,000	(b)		15,000	(b)
Tax Fees		—			—
All Other Fees		1,500	(c)		1,500	(c)
Total	$	396,000		$	411,500

(a)	Includes fees for professional services rendered for the audit of the consolidated financial statements of the Company, the audit of management’s assessment of internal control over financial reporting, the audit of stand-alone financial statements for significant acquisitions, issuance of consents and assistance with review of documents filed with the Securities and Exchange Commission.
(b)	Represents fees for services related to research and application of various accounting requirements.
(c)	Represents the annual charge for online access to an accounting, auditing and reporting library.

The aggregate amount of all services other than audit and audit-related services provided by the auditors to the Company constituted 0.38% and 0.36% of the total amount of revenues paid by the Company to the auditors during 2009 and 2008, respectively.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) 1. FINANCIAL STATEMENTS.

The consolidated financial statements of Regent, Inc. and subsidiaries filed as part of this Annual Report on Form 10-K are set forth under Item 8.

2. FINANCIAL STATEMENT SCHEDULES.

The financial statement schedule filed as part of this Annual Report on Form 10-K is set forth under Item 8.

3. EXHIBITS.

A list of the exhibits filed or incorporated by reference as part of this Annual Report on Form 10-K is set forth in the Index to Exhibits which immediately precedes such exhibits and is incorporated herein by this reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TOWNSQUARE MEDIA, INC.
Date: May 14, 2010	By:	/s/ Steven Price
		Steven Price, President and
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Steven Price Steven Price	President, Chief Executive  Officer, and Director (Principal Executive Officer)	May 14, 2010
/s/ Stuart Rosenstein Stuart Rosenstein	Executive Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer)	May 14, 2010
/s/ Stephen Kaplan Stephen Kaplan	Director	May 14, 2010
/s/ B. James Ford B. James Ford	Director	May 14, 2010
/s/ Andrew Salter Andrew Salter	Director	May 14, 2010
/s/ David Quick David Quick	Director	May 14, 2010

S-1

EXHIBIT INDEX

The following exhibits are filed, or incorporated by reference where indicated, as part of Part IV of this Annual Report on Form 10-K:

EXHIBIT
NUMBER			EXHIBIT DESCRIPTION
	2(a)	*	First Amended Joint Plan of Reorganization of Regent Communications, Inc. dated March 22, 2010 (previously filed as Exhibit 99.2 to the Registrant’s Form 8-K filed March 25, 2010 and incorporated herein by this reference)
	2(b)	*	First Amended Disclosure Statement for the First Amended Joint Plan of Reorganization of Regent Communications, Inc. dated March 22, 2010 (previously filed as Exhibit 99.1 to the Registrant’s Form 8-K filed March 25, 2010 and incorporated herein by this reference)
	2(c)	*	Findings of Fact, Conclusions of Law and Order Confirming First Amended Joint Plan of Reorganization dated April 12, 2010 (previously filed as Exhibit 2.2 to the Registrant’s Form 8-K filed April 13, 2010 and incorporated herein by reference)
	3(a)	*	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Regent Communications, Inc. filed with the Delaware Secretary of State on March 13, 2002 (previously filed as Exhibit 3(h) to the Registrant’s Form 10-K for the year ended December 31, 2001 and incorporated herein by this reference)
	3(b)	*	Amended and Restated Certificate of Incorporation dated April 27, 2010 (previously filed as Exhibit No. 3.1 to the Registrant’s Form 8-K filed April 27, 2010 and incorporated herein by this reference)
	3(c)	*	Amended and Restated Certificate of Incorporation dated April 27, 2010 (previously filed as Exhibit No. 3.1 to the Registrant’s Form 8-K filed April 30, 2010 and incorporated herein by this reference)
	3(d)	*	Certificate of Amendment to Certificate of Incorporation of Regent Communications, Inc. dated April 30, 2010 (previously filed as Exhibit 3.1 to the Registrant’s Form 8-K filed May 6, 2010 and incorporated herein by this reference)
	3(e)	*	Amended and Restated By-Laws of Regent Communications, Inc. adopted October 24, 2007 (previously filed as Exhibit 3(i) to the Registrant’s Form 10-Q for the quarter ended September 30, 2007 and incorporated herein by this reference)
	3(f)	*	Amended and Restated By-Laws of Regent Communications, Inc. dated April 27, 2010 (previously filed as Exhibit No. 3.2 to the Registrant’s Form 8-K filed April 27, 2010 and incorporated herein by this reference)
	4(a)	*	Credit Agreement dated as of November 21, 2006 among Regent Broadcasting, LLC, Regent Communications, Inc. and the lenders identified therein (without schedules and exhibits, which Regent has determined are not material) (previously filed as Exhibit 4 to the Registrant’s Form 8-K filed November 28, 2006 and incorporated herein by this reference)

E-1

EXHIBIT
NUMBER			EXHIBIT DESCRIPTION
	4(b)	*	Amendment No. 1 to the Credit Agreement, dated as of February 23, 2007 among Regent Broadcasting, LLC, Regent Communications, Inc. and the lenders identified therein (without schedules and exhibits, which Regent has determined are not material) (previously filed as Exhibit 4(a) to the Registrant’s Form 8-K filed March 1, 2007 and incorporated herein by this reference)
	4(c)	*	Amendment No. 2 to the Credit Agreement, dated as of November 15, 2007 by and among Regent Broadcasting, LLC, Regent Communications, Inc. and the lenders identified therewith (without schedules and exhibits, which Regent has determined are not material) (previously filed as Exhibit 4(a) to the Registrant’s Form 8-K filed November 21, 2007 and incorporated herein by this reference)
	4(d)	*	Rights Agreement dated as of May 19, 2003 between Regent Communications, Inc. and Fifth Third Bank (previously filed as Exhibit 4.1 to the Registrant’s Form 8-K filed May 20, 2003 and incorporated herein by this reference)
	4(e)	*	First Amendment to Rights Agreement dated and effective as of February 27, 2004 between Regent Communications, Inc., Fifth Third Bank, and Computershare Services, LLC (previously filed as Exhibit 4(c) to the Registrant’s Form 10-Q for the quarter ended September 30, 2004 and incorporated herein by this reference)
	4(f)		Credit Agreement dated as of April 27, 2010 among Regent Broadcasting, LLC as Borrower, Regent Communications, Inc., as one of the Guarantors, and the lenders identified therein (without schedules and exhibits, which Regent has determined are not material)
	4(g)		Subordinated Notes Agreement dated as of April 27, 2010 among Regent Broadcasting, LLC, as Company, Regent Communications, Inc., as One of the Guarantors, and The Subordinated Noteholders identified therein (without schedules and exhibits, which Regent has determined are not material)
	10(a)	*#	Regent Communications, Inc. 1998 Management Stock Option Plan, as amended through May 17, 2001 and restated as of October 24, 2002 (previously filed as Exhibit 10(b) to the Registrant’s Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by this reference)
	10(b)	*#	Regent Communications, Inc. Employee Stock Purchase Plan, as amended on October 24, 2002 and effective January 1, 2003 (previously filed as Exhibit 10(a) to the Registrant’s Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by this reference)
	10(c)	*#	Regent Communications, Inc. Deferred Compensation Plan dated July 25, 2002 and effective October 1, 2002 (previously filed as Exhibit 10(e) to the Registrant’s Form 10-K for the year ended December 31, 2002 and incorporated herein by this reference)

E-2

EXHIBIT
NUMBER			EXHIBIT DESCRIPTION
	10(d)	*#	Employment Agreement between Regent Communications, Inc. and William L. Stakelin (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K filed January 4, 2008 and incorporated herein by this reference)
	10(e)	*#	Amendment No. 1 to Employment Agreement between Regent Communications, Inc. and William L. Stakelin dated January 22, 2009 (previously filed as Exhibit 10(o) to the Registrant’s Form 10-K for the year ended December 31, 2008 and incorporated herein by this reference)
	10(f)	*#	Employment Agreement between Regent Communications, Inc. and Anthony A. Vasconcellos (previously filed as Exhibit 10.2 to the Registrant’s Form 8-K filed January 4, 2008 and incorporated herein by this reference)
	10(g)	*#	Amendment No. 1 to Employment Agreement between Regent Communications, Inc. and Anthony A. Vasconcellos dated January 22, 2009 (previously filed as Exhibit 10(q) to the Registrant’s Form 10-K for the year ended December 31, 2008 and incorporated herein by this reference)
	10(h)	*#	Employment Agreement between Regent Communications, Inc. and William L. Stakelin (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K filed January 7, 2010 and incorporated herein by this reference)
	10(i)	*#	Employment Agreement between Regent Communications, Inc. and Anthony A. Vasconcellos (previously filed as Exhibit 10.2 to the Registrant’s Form 8-K filed January 7, 2010 and incorporated herein by this reference)
	10(j)	*	Settlement Agreement dated September 14, 2007, among Regent Communications, Inc., Riley Investment Management LLC, Riley Investment Partners Master Fund, L.P., SMH Capital Inc. and other parties to the agreement, including Release as Exhibit A thereto (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K filed September 17, 2007 and incorporated herein by this reference)
	10(k)	*	Standstill Agreement dated March 17, 2009, among Regent Communications, Inc., Riley Investment Management LLC and Riley Investment Partners Master Fund, L.P. (previously filed as Exhibit 10.1 to the Registrant’s Form 8-K filed March 19, 2009 and incorporated herein by this reference)
	10(l)	(#)	Amendment No. 1 to Executive Employment Agreement between Regent Communications, Inc. and Anthony A. Vasconcellos dated February 28, 2010
	10(m)	(#)	Amendment No. 1 to Executive Employment Agreement between Regent Communications, Inc. and William L. Stakelin dated February 28, 2010
	21		Subsidiaries of Registrant
	31	(a)	Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certification
	31	(b)	Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certification
	32	(a)	Chief Executive Officer Section 1350 Certification
	32	(b)	Chief Financial Officer Section 1350 Certification

*	Incorporated by reference.
#	Constitutes a management contract or compensatory plan or arrangement.

E-3

EX-4.F

Exhibit 4(f)

$97,000,000

CREDIT AGREEMENT

Dated as of April 27, 2010

among

REGENT BROADCASTING, LLC, as Borrower

REGENT COMMUNICATIONS, INC., AS ONE OF THE GUARANTORS

THE LENDERS PARTY HERETO

and

GENERAL ELECTRIC CAPITAL CORPORATION,
AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

• • •

GE CAPITAL MARKETS, INC.,
AS SOLE LEAD ARRANGER AND BOOKRUNNER

CREDIT AGREEMENT FOR
REGENT BROADCASTING, LLC

ARTICLE 1 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS	1
Section 1.1 Defined Terms	1
Section 1.2 UCC Terms	27
Section 1.3 Accounting Terms and Principles	28
Section 1.4 Payments	28
Section 1.5 Interpretation	28
ARTICLE 2 THE FACILITIES	29
Section 2.1 The Revolving Credit Commitments and Loans	29
Section 2.2 Borrowing Procedures	29
Section 2.3 Reduction and Termination of the Revolving Credit Commitments	30
Section 2.4 Repayment of Loans	31
Section 2.5 Optional Prepayments	31
Section 2.6 Mandatory Prepayments	31
Section 2.7 Interest	32
Section 2.8 Conversion and Continuation Options	33
Section 2.9 Fees	33
Section 2.10 Application of Payments	33
Section 2.11 Payments and Computations	34
Section 2.12 Evidence of Debt	35
Section 2.13 Suspension of Eurodollar Rate Option	36
Section 2.14 Breakage Costs; Increased Costs; Capital Requirements	37
Section 2.15 Taxes	38
Section 2.16 Substitution of Lenders	40
ARTICLE 3 CONDITIONS TO LOANS AND LETTERS OF CREDIT	41
Section 3.1 Conditions Precedent to Effectiveness	41
Section 3.2 Conditions Precedent to Each Revolving Loan	43
Section 3.3 Determinations of Satisfaction of Conditions Precedent	43
ARTICLE 4 REPRESENTATIONS AND WARRANTIES	44
Section 4.1 Corporate Existence; Compliance with Law	44
Section 4.2 Loan and Related Documents	44
Section 4.3 Ownership of Group Members	45
Section 4.4 Financial Statements	45
Section 4.5 Material Adverse Effect	45
Section 4.6 Solvency	45
Section 4.7 Litigation	46

CREDIT AGREEMENT FOR
REGENT BROADCASTING, LLC

(i)

Section 4.8 Taxes	46
Section 4.9 Margin Regulations	46
Section 4.10 No Burdensome Obligations; No Defaults	46
Section 4.11 Investment Company Act; Public Utility Holding Company Act	46
Section 4.12 Labor Matters	47
Section 4.13 ERISA	47
Section 4.14 Environmental Matters	47
Section 4.15 Intellectual Property	48
Section 4.16 Title; Real Property	48
Section 4.17 Full Disclosure	48
Section 4.18 Patriot Act	49
Section 4.19 Mortgages	49
Section 4.20 Network Affiliation Agreements/Cable Franchise	49
Section 4.21 Radio Station Licenses and FCC Licenses	50
Section 4.22 FCC Rules and Regulations	50
ARTICLE 5 FINANCIAL COVENANTS	52
Section 5.1 Maximum Consolidated Leverage Ratio	52
Section 5.2 Minimum Consolidated Fixed Charge Coverage Ratio	52
ARTICLE 6 REPORTING COVENANTS	53
Section 6.1 Financial Statements	53
Section 6.2 Other Events	55
Section 6.3 Copies of Notices and Reports	55
Section 6.4 Taxes	56
Section 6.5 Labor Matters	56
Section 6.6 ERISA Matters	56
Section 6.7 Environmental Matters	56
Section 6.8 Other Information	57
ARTICLE 7 AFFIRMATIVE COVENANTS	57
Section 7.1 Maintenance of Corporate Existence	57
Section 7.2 Compliance with Laws, Etc	57
Section 7.3 Payment of Obligations	57
Section 7.4 Maintenance of Property	57
Section 7.5 Maintenance of Insurance	57
Section 7.6 Keeping of Books	58
Section 7.7 Access to Books and Property	58

CREDIT AGREEMENT FOR
REGENT BROADCASTING, LLC

(ii)

Section 7.8 Environmental	58
Section 7.9 Local Service	59
Section 7.10 Additional Collateral and Guaranties	59
Section 7.11 Deposit Accounts; Securities Accounts and Cash Collateral Accounts	60
Section 7.12 License Subsidiaries	60
Section 7.13 Radio Station Licenses and FCC Licenses	60
Section 7.14 Use of Proceeds	60
ARTICLE 8 NEGATIVE COVENANTS	60
Section 8.1 Indebtedness	60
Section 8.2 Liens	62
Section 8.3 Investments	62
Section 8.4 Asset Sales	63
Section 8.5 Restricted Payments	64
Section 8.6 Prepayment of Indebtedness	65
Section 8.7 Fundamental Changes	65
Section 8.8 Change in Nature of Business	65
Section 8.9 Transactions with Affiliates	66
Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments	66
Section 8.11 Modification of Certain Documents	66
Section 8.12 Accounting Changes	66
Section 8.13 ; Fiscal Year	66
Section 8.14 Margin Regulations	66
Section 8.15 Compliance with ERISA	66
Section 8.16 Hazardous Materials	67
Section 8.17 Local Marketing Agreements	67
Section 8.18 License Subsidiaries	67
Section 8.19 Communication Authorizations	67
ARTICLE 9 EVENTS OF DEFAULT	67
Section 9.1 Definition	67
Section 9.2 Remedies	69
Section 9.3 Governmental Approvals	69
ARTICLE 10 THE ADMINISTRATIVE AGENT	70
Section 10.1 Appointment and Duties	70
Section 10.2 Binding Effect	71

CREDIT AGREEMENT FOR
REGENT BROADCASTING, LLC

(iii)

Section 10.3 Use of Discretion	71
Section 10.4 Delegation of Rights and Duties	71
Section 10.5 Reliance and Liability	71
Section 10.6 Administrative Agent Individually	73
Section 10.7 Lender Credit Decision	73
Section 10.8 Expenses; Indemnities	73
Section 10.9 Resignation of Administrative Agent	74
Section 10.10 Release of Collateral or Guarantors	74
Section 10.11 Additional Secured Parties	75
ARTICLE 11 MISCELLANEOUS	75
Section 11.1 Amendments, Waivers, Etc.	75
Section 11.2 Assignments and Participations; Binding Effect	76
Section 11.3 Costs and Expenses	79
Section 11.4 Indemnities	79
Section 11.5 Survival	80
Section 11.6 Limitation of Liability for Certain Damages	80
Section 11.7 Lender-Creditor Relationship	80
Section 11.8 Right of Setoff	80
Section 11.9 Sharing of Payments, Etc	81
Section 11.10 Marshaling; Payments Set Aside	81
Section 11.11 Notices	81
Section 11.12 Electronic Transmissions	82
Section 11.13 Governing Law	83
Section 11.14 Jurisdiction	83
Section 11.15 Waiver of Jury Trial	83
Section 11.16 Severability	83
Section 11.17 Execution in Counterparts	84
Section 11.18 Entire Agreement	84
Section 11.19 Use of Name	84
Section 11.20 Non-Public Information; Confidentiality	84
Section 11.21 Patriot Act Notice	85

CREDIT AGREEMENT FOR
REGENT BROADCASTING, LLC

(iv)

THIS CREDIT AGREEMENT, DATED AS OF APRIL 27, 2010, IS ENTERED INTO AMONG REGENT BROADCASTING, LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “BORROWER”), REGENT COMMUNICATIONS, INC., A DELAWARE CORPORATION (“HOLDINGS”), THE LENDERS (AS HEREINAFTER DEFINED), AND GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”), AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS (IN SUCH CAPACITY, AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “ADMINISTRATIVE AGENT”).

W I T N E S S E T H:

WHEREAS, the Borrower, Holdings and the Lenders are party to that certain Credit Agreement, dated as of November 21, 2006, by and among, inter alia, the Borrower, Holdings and Bank of America, N.A., as administrative agent for the Lenders (as heretofore amended, modified and supplemented, the “Existing Credit Agreement”);

WHEREAS, pursuant to the Existing Credit Agreement, inter alia, loans were made to the Borrower and the Borrower had certain obligations in respect of certain hedge agreements (collectively, the “Existing Obligations”);

WHEREAS, on March 1, 2010, Holdings, the Borrower and the other debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (collectively, the “Initial Cases”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);

WHEREAS, on April 12, 2010, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Joint Plan of Reorganization of Regent Communications, Inc. and its debtor affiliates (as in effect on the effective date thereof, the “Plan”);

WHEREAS, pursuant to the Plan, the Existing Obligations will be exchanged and substituted for the New Term Loan, the New PIK Loan and the New Equity of Parent (as each such term is defined in the Plan);

WHEREAS, the extensions of credit provided for herein at the date hereof constitute the New Term Loan contemplated by the Plan and the Confirmation Order; and

WHEREAS, Bank of America, N.A. agreed to remain as administrative agent and collateral agent under the Existing Credit Agreement until the Existing Credit Agreement is terminated and the Lenders desire to have GE Capital become the administrative agent and collateral agent hereunder and under the other applicable Loan Documents (as hereinafter defined) in accordance with the terms hereof;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1 Defined Terms. As used in this Agreement, the following terms have the following meanings:

“Administrative Agent” has the meaning specified in the preamble hereto.

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“Affected Lender” has the meaning specified in Section 2.16.

“Affiliate” means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that no Secured Party (other than Oaktree) shall be an Affiliate of the Borrower. For purpose of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, 10% or more of the Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agreement” means this Credit Agreement.

“Applicable Margin” means with respect to (a) Loans, a percentage equal to (i) for Base Rate Loans, three percent (3%) and (ii) for Eurodollar Rate Loans, four percent (4%) and (b) the Unused Commitment Fee, a percentage equal to one half of one percent (0.50%).

“Approved Fund” means, with respect to any Lender, any Person (other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (b) is advised or managed by (i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an individual) or any Affiliate of any Person (other than an individual) that administers or manages such Lender.

“Assignment” means an assignment agreement entered into by a Lender, as assignor, and any Person, as assignee, pursuant to the terms and provisions of Section 11.2 (with the consent of any party whose consent is required by Section 11.2), accepted by the Administrative Agent, in substantially the form of Exhibit A, or any other form approved by the Administrative Agent.

“Bankruptcy Court” has the meaning specified in the recitals hereto.

“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent), (b) the sum of 0.50% per annum and the Federal Funds Rate, and (c) the sum of (x) the Eurodollar Rate, as defined herein, calculated for each such day based on an Interest Period of one month determined two (2) Business Days prior to such day, plus (y) the excess of the Applicable Margin for Eurodollar Rate Loans over the Applicable Margin for Base Rate Loans, in each instance, as of such day. Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “bank prime loan” rate, the Federal Funds Rate, or the Eurodollar Rate for an Interest Period of three months.

“Base Rate Loan” means any Loan that bears interest based on the Base Rate.

“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA other than a Multiemployer Plan to which any Group Member sponsors or contributes, or has an obligation to contribute, to.

“Borrower” has the meaning specified in the preamble hereto.

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“Borrowing” means a borrowing consisting of Revolving Loans made on the same day by the Revolving Credit Lenders according to their respective Revolving Credit Commitments.

“Business” means collectively, (a) the business conducted by the Borrower or any of its Subsidiaries on and as of the Closing Date and (b) any business involving or reasonably related to the ownership, management or operation in the United States of any Radio Stations, billboard assets and other outdoor advertising assets and properties, television stations, cable companies and cable franchises, including any ancillary digital or other media associated therewith in market areas in which the Borrower or any of its Subsidiaries operate in as of the Closing Date or in market areas within a 200 mile radius of such market areas or future market areas the Borrower or any of its Subsidiaries operate in which at the time the Borrower or any of its Subsidiaries commence operation therein was within a 200 mile radius of an existing market area of the Borrower or any of its Subsidiaries; provided, however, that in no event shall Business include any business involving the ownership, management or operation of any print publication assets.

“Business Day” means any day of the year that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City and, when determined in connection with notices and determinations in respect of any Eurodollar Rate or Eurodollar Rate Loan or any funding, conversion, continuation, Interest Period or payment of any Eurodollar Rate Loan, that is also a day on which dealings in Dollar deposits are carried on in the London interbank market.

“Cable Act” means Title VI of the Communications Act of 1934, as amended, 47 U.S.C. §§ 151 et seq., and all other provisions of the Cable Communications Policy Act of 1984, Pub. L. No. 98-549, and the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, and the Telecommunications Act of 1996, Pub. L. No. 104-104, as such statutes may be amended from time to time, and the rules and regulations promulgated thereunder by the FCC.

“Cable Franchise Agreements” means any agreement in which one or more of the Loan Parties has been granted a franchise, or otherwise licensed or permitted, to provide cable television services in a specific geographical location.

“Cable System” means each cable television system operated by Borrower and/or any of its Subsidiaries pursuant to a Cable Franchise Agreement.

“Capital Expenditures” means, for any Person for any period, the aggregate of all expenditures, by such Person and its Subsidiaries during such period for the acquisition, leasing (pursuant to a Capital Lease), construction, replacement, repair, substitution or improvement of fixed or capital assets or additions to equipment, in each case required to be capitalized under GAAP on a Consolidated balance sheet of such Person, excluding (a) interest capitalized during construction, (b) any expenditure to the extent, for purpose of the definition of Permitted Acquisition, such expenditure is part of the aggregate amounts payable in connection with, or other consideration for, any Permitted Acquisition consummated during or prior to such period, (c) expenditures made with the proceeds of equity contributions made to the Parent and contributed to Holdings as equity and further contributed to the Borrower as equity, in each case, after the date hereof and (d) expenditures for assets made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with insurance proceeds paid on account of the loss of or damage to the assets being replaced, substituted for, restored or repaired to the extent permitted hereunder.

“Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any property (whether real, personal or mixed) by such Person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.

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“Capitalized Lease Obligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any Sale and Leaseback Transaction of any Person or any synthetic lease, the amount of all obligations of such Person that is (or that would be, if such synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clauses (a), (b), (c) and (d) above shall not exceed 365 days.

“CERCLA” means the United States Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.).

“Change of Control” means the occurrence of any of the following: (a) the Permitted Investors (other than Parent or its Subsidiaries) shall sell or otherwise transfer 35% or more of their legal, economical, beneficial voting, or other ownership rights associated with the Stock of Parent held by the Permitted Investors (other than Parent or its Subsidiaries) on the date hereof to any Person other than a Permitted Investor (other than Parent or its Subsidiaries), (b) Parent shall cease to, directly or indirectly, own and control legally and beneficially all of the economic and voting rights associated with ownership of all outstanding Stock of all classes of Voting Stock of Holdings (except to the extent such failure results from an exchange of Stock of the Parent for Stock of Holdings in connection with management equity repurchases of Stock of the Parent, provided that such Holdings Stock so exchanged is immediately repurchased and retired by Holdings), (c) Holdings shall cease to own and control legally and beneficially all of the economic and voting rights associated with ownership of all outstanding Stock of all classes of Stock of the Borrower or (d) a “Change of Control” or any term of similar effect, as defined in the Subordinated Notes Agreement or in any other document governing Indebtedness of any Group Member having a principal amount in excess of $750,000 shall occur.

“Closing Date” means the first date on which the conditions set forth in Section 3.1 are satisfied.

“Code” means the U.S. Internal Revenue Code of 1986.

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“Code of Federal Regulations” means the general and permanent rules published in the federal register by the executive departments and agencies of the federal government of the United States.

“Collateral” means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien is granted or purported to be granted pursuant to any Loan Document.

“Communications Laws” has the meaning specified in Section 4.22.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Confirmation Order” has the meaning specified in the recitals hereto.

“Consolidated” means, with respect to any Person, the accounts of such Person and its Subsidiaries consolidated in accordance with GAAP.

“Consolidated Cash Interest Expense” means, with respect to any Person for any period, the Consolidated Interest Expense of such Person for such period less the sum (without duplication) of, in each case to the extent included in the definition of Consolidated Interest Expense, (a) the amortized amount of debt discount and debt issuance costs, (b) charges relating to write-ups or write-downs in the book or carrying value of existing Consolidated Total Debt, (c) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness and (d) other non-cash interest.

“Consolidated Current Assets” means, with respect to any Person at any date, the total Consolidated current assets of such Person at such date other than cash, Cash Equivalents and any Indebtedness owing to such Person or any of its Subsidiaries by Affiliates of such Person.

“Consolidated Current Liabilities” means, with respect to any Person at any date, all liabilities of such Person and its Subsidiaries at such date that should be classified as current liabilities on a Consolidated balance sheet of such Person; provided, however, that “Consolidated Current Liabilities” shall exclude the principal amount of the Loans then outstanding.

“Consolidated EBITDA” means, with respect to any Person for any period, (a) the Consolidated Net Income of such Person for such period plus (b) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income but without duplication, (i) any provision for United States federal income taxes or other taxes measured by net income, (ii) Consolidated Interest Expense, amortization of debt discount and commissions and other fees and charges associated with Indebtedness (except amortization and expenses related to execution of this Agreement on the Closing Date and the Related Transactions and the payment of all fees, costs and expenses associated with the foregoing), (iii) any loss from extraordinary items, (iv) any depreciation, depletion and amortization expense, (v) any aggregate net loss on the Sale of property (other than accounts (as defined under the applicable UCC) and inventory) outside the ordinary course of business, (vi) any other non-cash expenditure, charge or loss for such period (other than any non-cash expenditure, charge or loss relating to write-offs, write-downs or reserves with respect to accounts and inventory), including the amount of any compensation deduction as the result of any grant of Stock or Stock Equivalents to employees, officers, directors or consultants, (vii) one-time, non-recurring, cash and non-cash fees and expenses directly related to the Plan and the transactions contemplated thereby, (viii) restructuring costs, costs incurred with respect to divestitures, costs incurred with respect to technical upgrades, charges and expenses in connection with business expansion and business optimization projects, severance costs and lease termination costs made within 12 months from emergence of bankruptcy in an aggregate amount reasonably acceptable to Administrative Agent, (ix) charges and expenses in

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connection with business expansion and business optimization projects and severance costs and lease termination costs, in each case, made within 12 months of any Permitted Acquisition and related to such Permitted Acquisition in an amount not to exceed $1,500,000 per acquisition, (x) customary, one-time, non-recurring fees, expenses or charges paid in connection with Permitted Acquisitions, Permitted Investments and issuance of Permitted Indebtedness, (xi) one-time, non-recurring fees, expenses or charges owed in connection with unconsummated Permitted Acquisitions not to exceed $500,000 in the aggregate since the Closing Date, (xii) expenses that have been reimbursed in cash by a third party (other than a Loan Party or a Permitted Investor) made in the same period not otherwise reflected in the Consolidated Net Income, (xiii) one-time, non-recurring fees and expenses in connection with Hedging Agreements permitted under Section 8.1(e), (xiv) fees and expenses related to the documentation and granting of the Mortgages required to be delivered hereunder, (xv) Administrative Agent fees, (xvi) fees paid to executive recruiters to find one or more independent board members not to exceed $300,000 in the aggregate since the Closing Date, (xvii) fees paid to independent directors in an aggregate amount not to exceed $150,000, (xviii) expenses reimbursed and fees paid to trustees under the Independent Trust Agreement and the Divestiture Trust Agreement as set forth in such agreements but excluding any amounts that may be payable to such trustees which are variable, and minus (c) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income and without duplication, (i) any credit for United States federal income taxes or other taxes measured by net income, (ii) any interest income, (iii) any gain from extraordinary items and any other non-recurring gain, (iv) any aggregate net gain from the Sale of property (other than accounts (as defined in the applicable UCC) and inventory) out of the ordinary course of business by such Person, (v) any other non-cash gain, including any reversal of a charge referred to in clause (b)(vi) above by reason of a decrease in the value of any Stock or Stock Equivalent, and (vi) any other cash payment in respect of expenditures, charges and losses that have been added to Consolidated EBITDA of such Person pursuant to clause (b)(vi) above in any prior period. Notwithstanding the foregoing, Consolidated EBITDA shall mean $5,655,709 and $2,513,284.55 for the Fiscal Quarters ended December 31, 2009 and March 31, 2010, respectively.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of (a) Consolidated EBITDA of such Person for such period minus Capital Expenditures of such Person for such period (other than non-cash Capital Expenditures of such Person made pursuant to one or more barter transactions in the ordinary course of business and Capital Expenditures which are financed pursuant to Section 8.1(c)) minus the total liability for United States federal income taxes and other taxes measured by net income actually payable by such Person in respect of such period to (b) the Consolidated Fixed Charges of such Person for such period.

“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum, determined on a Consolidated basis, of (a) the Consolidated Cash Interest Expense of such Person and its Subsidiaries for such period, (b) the principal amount of Consolidated Total Debt of such Person and its Subsidiaries having a scheduled due date during such period, (c) all cash dividends paid or payable by such Person and its Subsidiaries on Stock in respect of such period to Persons other than such Person and its Subsidiaries and (d) all commitment fees and other costs, fees and expenses (other than, to the extent not otherwise included in the calculation of Consolidated EBITDA, one-time, non-recurring costs, fees, and expenses) payable by such Person and its Subsidiaries during such period in order to effect, or because of, the incurrence of any Indebtedness.

“Consolidated Interest Expense” means, for any Person for any period, (a) Consolidated total interest expense of such Person and its Subsidiaries for such period and including, in any event, (i) interest capitalized during such period and net costs under Interest Rate Contracts for such period, (ii) all interest capitalized during such period under the Subordinated Notes, and (iii) all fees, charges, commissions, discounts and other similar obligations (other than reimbursement obligations) with respect to letters of credit, bank guarantees, banker’s acceptances, surety bonds and performance bonds (whether or not matured) payable by such Person and its Subsidiaries during such period minus (b) the sum of (i) Consolidated net gains of such Person and its Subsidiaries under Interest Rate Contracts for such period and (ii) Consolidated interest income of such Person and its Subsidiaries for such period.

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“Consolidated Leverage Ratio” means, with respect to any Person as of any date, the ratio of (a) Consolidated Total Debt of such Person outstanding as of such date minus all Subordinated Debt of such Person outstanding as of such date, to the extent included in the calculation of consolidated Total Debt to (b) Consolidated EBITDA for such Person for the last period of four consecutive Fiscal Quarters ending on or before such date.

“Consolidated Net Income” means, with respect to any Person, for any period, the Consolidated net income (or loss) of such Person and its Subsidiaries for such period; provided, however, that the following shall be excluded: (a) the net income of any other Person in which such Person or one of its Subsidiaries has a joint interest with a third-party (which interest does not cause the net income of such other Person to be Consolidated into the net income of such Person), except to the extent of the amount of dividends or distributions paid to such Person or Subsidiary and (b) the net income of any Subsidiary of such Person that is, on the last day of such period, subject to any restriction or limitation on the payment of dividends or the making of other distributions, to the extent of such restriction or limitation, except to the extent of the amount of dividends or distributions paid to such Person or Subsidiary which are permitted to be paid to and received by such Person or Subsidiary.

“Consolidated Total Debt” of any Person means all Indebtedness of a type described in clause (a), (b), (c)(i), or (f) of the definition thereof and all Guaranty Obligations with respect to any such Indebtedness, in each case of such Person and its Subsidiaries on a Consolidated basis.

“Constituent Documents” means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation of such Person, (b) the bylaws, operating agreement or joint venture agreement of such Person, (c) any other constitutive, organizational or governing document of such Person, whether or not equivalent, and (d) any other document setting forth the manner of election or duties of the directors, officers or managing members of such Person or the designation, amount or relative rights, limitations and preferences of any Stock of such Person.

“Contractual Obligation” means, with respect to any Person, any provision of any Security issued by such Person or of any document or undertaking (other than a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

“Control Agreement” means, with respect to any deposit account, any securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance satisfactory to the Administrative Agent, among the Administrative Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Loan Party maintaining such account, effective to grant “control” (as defined under the applicable UCC) over such account to the Administrative Agent.

“Controlled Deposit Account” means each deposit account (including all funds on deposit therein) that is the subject of an effective Control Agreement and that is maintained by any Loan Party with a financial institution reasonably acceptable to the Administrative Agent; provided, however, that the institutions set forth in Schedule 1.1 shall be acceptable to the Administrative Agent so long as they have entered into a Control Agreement.

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“Controlled Securities Account” means each securities account or commodity account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement and that is maintained by any Loan Party with a securities intermediary or commodity intermediary reasonably acceptable to the Administrative Agent; provided, however, that the institutions set forth in Schedule 1.1 shall be acceptable to the Administrative Agent so long as they have entered into a Control Agreement.

“Copyright Act” means the United States Copyright Act of 1976.

“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.

“Corporate Chart” means a document in form reasonably acceptable to the Administrative Agent and setting forth, as of a date set forth therein, for each Person that is a Loan Party, that is subject to Section 7.10 or that is a Subsidiary or joint venture of any of them, (a) the full legal name of such Person, (b) the jurisdiction of organization and any organizational number and tax identification number of such Person, (c) the location of such Person’s chief executive office (or, if applicable, sole place of business) and (d) the number of shares of each class of Stock of such Person authorized, the number outstanding and the number and percentage of such outstanding shares for each such class owned, directly or indirectly, by any Loan Party or any Subsidiary of any of them.

“Customary Permitted Liens” means, with respect to any Person, any of the following:

(a) Liens (i) with respect to the payment of taxes, assessments or other governmental charges or (ii) of suppliers, carriers, materialmen, warehousemen, workmen or mechanics and other similar Liens, in each case imposed by law or arising in the ordinary course of business, and, for each of the Liens in clauses (i) and (ii) above for amounts that are not yet due or that are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP;

(b) Liens of a collection bank on items in the course of collection arising under Section 4-208 of the UCC as in effect in the State of New York or any similar section under any applicable UCC or any similar Requirement of Law of any foreign jurisdiction;

(c) pledges or cash deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance or other types of social security benefits (other than any Lien imposed by ERISA), (ii) to secure the performance of bids, tenders, leases (other than Capital Leases) sales or other trade contracts (other than for the repayment of borrowed money) or (iii) made in lieu of, or to secure the performance of, surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation);

(d) judgment liens (other than for the payment of taxes, assessments or other governmental charges) securing judgments and other proceedings not constituting an Event of Default under Section 9.1(f) and pledges or cash deposits made in lieu of, or to secure the performance of, judgment or appeal bonds in respect of such judgments and proceedings;

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(e) Liens (i) arising by reason of zoning restrictions, easements, licenses, reservations, restrictions, covenants, conditions, restrictions of record, rights-of-way, encroachments, minor defects or irregularities in title (including leasehold title) and other similar encumbrances on the use of real property or (ii) consisting of leases, licenses or subleases granted by a lessor, licensor or sublessor on its property (in each case other than Capital Leases) otherwise permitted under Section 8.4 that, for each of the Liens in clauses (i) and (ii) above, do not, in the aggregate, materially (x) impair the value or marketability of such real property or (y) interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

(f) Liens resulting from the filing of a precautionary UCC-1 financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(g) Liens of landlords and mortgagees of landlords (i) arising by statute or under any lease or related Contractual Obligation entered into in the ordinary course of business, (ii) on fixtures and movable tangible property located on the real property leased or subleased from such landlord, (iii) for amounts not yet due or that are being contested in good faith by appropriate proceedings diligently conducted and (iv) for which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP; and

(h) the title and interest of a lessor or sublessor in and to personal property leased or subleased (other than through a Capital Lease), in each case extending only to such personal property.

“Default” means any Event of Default and any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“Divestiture Trust Agreement” means that certain Trust Agreement, dated as of March 22, 2010, by and among Regent Broadcasting of Fort Collins, Inc., a Delaware corporation, Regent Broadcasting of Lafayette, Inc., a Delaware corporation, and Jay Meyers, as trustee, as such agreement may be amended pursuant to the Amended and Restated Trust Agreement in the form attached to the Divestiture Trust Agreement delivered to the Administrative Agent.

“Dollars” and the sign “$” each mean the lawful money of the United States of America.

“Domestic Person” means any “United States person” under and as defined in Section 770l(a)(30) of the Code.

“E-Fax” means any system used to receive or transmit faxes electronically.

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service.

“Environmental Laws” means all Requirements of Law and terms and conditions in Permits imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the environment and natural resources, including CERCLA, the SWDA, the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), all regulations promulgated under any of the foregoing, all analogous Requirements of Law and Permits and any environmental transfer of ownership notification or approval statutes, including the Industrial Site Recovery Act (N.J. Stat. Ann. §§ 13:1K-6 et seq.).

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“Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies) that may be imposed on, incurred by or asserted against any Group Member as a result of, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any environmental, health or safety condition or with any Release and resulting from the ownership, lease, sublease or other operation or occupation of property by any Group Member, whether on, prior or after the date hereof.

“ERISA” means the United States Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means, collectively, any Group Member, and any Person under common control, or treated as a single employer, with any Group Member, within the meaning of Section 414(b), (c), or, solely for purposes of Section 412 of the Code, within the meaning of Section 414(m) or (o) of the Code.

“ERISA Event” means any of the following: (a) a reportable event described in Section 4043(b) of ERISA (or, unless the 30-day notice requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan, (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due, and (h) the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder.

“E-Signature” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission.

“E-System” means any electronic system, including Intralinks^® and CleraPar^® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system.

“Eurodollar Base Rate” means, with respect to any Interest Period for any Eurodollar Rate Loan, the rate determined by the Administrative Agent to be the offered rate for deposits in Dollars for the applicable Interest Period appearing on the Reuters Screen LIBOR01 page as of 11:00 a.m. (London time) on the second full Business Day next preceding the first day of each Interest Period. In the event that such rate does not appear on the Reuters Screen LIBOR01 page at such time, the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying the offered rate for deposit in Dollars in the London interbank market as may be selected by the Administrative Agent and, in the absence of availability, such other method to determine such offered rate as may be selected by the Administrative Agent in its sole discretion.

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“Eurodollar Rate” means, with respect to any Interest Period and for any Eurodollar Rate Loan, the higher of (a) 1.25% and (b) an interest rate per annum determined as the ratio of (i) the Eurodollar Base Rate with respect to such Interest Period for such Eurodollar Rate Loan to (ii) the difference between the number one and the Eurodollar Reserve Requirements with respect to such Interest Period and for such Eurodollar Rate Loan.

“Eurodollar Rate Loan” means any Loan that bears interest based on the Eurodollar Rate.

“Eurodollar Reserve Requirements” means, with respect to any Interest Period and for any Eurodollar Rate Loan, a rate per annum equal to the aggregate, without duplication, of the maximum rates (expressed as a decimal number) of reserve requirements in effect 2 Business Days prior to the first day of such Interest Period (including basic, supplemental, marginal and emergency reserves) under any regulations of the Federal Reserve Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “eurocurrency liabilities” in Regulation D of the Federal Reserve Board) maintained by a member bank of the United States Federal Reserve System.

“Event of Default” has the meaning specified in Section 9.1.

“Excess Cash Flow” means, for any period, (a) Consolidated EBITDA of Holdings for such period, minus (b) without duplication and, except with respect to clauses (i), (ii), (iii), (vii) and (viii) below, to the extent included in the determination of Consolidated EBITDA, (i) any cash principal payment on the Loans (but only, in the case of payment in respect of Revolving Loans, to the extent that the Revolving Credit Commitments are permanently reduced by the amount of such payment) during such period other than any mandatory prepayment required pursuant to Section 2.6, (ii) any scheduled or other mandatory cash principal payment made by the Borrower or any of its Subsidiaries during such period on any Capitalized Lease Obligation or other Indebtedness (provided, however that, if such Indebtedness may be reborrowed such amounts shall be deducted only to the extent such payment results in a permanent reduction in commitments thereof), (iii) any Capital Expenditure made by such Person or any of its Subsidiaries during such period to the extent permitted by this Agreement, excluding any such Capital Expenditure to the extent financed through the incurrence of Capitalized Lease Obligations or any long-term Indebtedness other than the Obligations and any Capitalized Lease Obligations, (iv) the Consolidated Cash Interest Expense of such Person for such period, (v) any cash losses from extraordinary items, (vi) any cash payment made during such period to satisfy obligations for United States federal income taxes or other taxes measured by net income, (vii) any increase in the Working Capital of Holdings during such period (measured as the excess of such Working Capital at the end of such period over such Working Capital at the beginning of such period), (viii) with respect to any payments pursuant to Section 2.6(a)(ii), an amount equal to twice the amount paid under Section 2.6(a)(i) during such Fiscal Year, (ix) the aggregate amount actually paid by Company and its Subsidiaries in cash during such period on account of any Permitted Acquisition to the extent such cash payment is made with proceeds from Consolidated Net Income, (x) one-time, non-recurring fees, expenses or charges paid in cash in connection with Permitted Acquisitions, Permitted Investments and Permitted Indebtedness, (xi) one-time, non-recurring fees, expenses or charges paid in cash in connection with unconsummated Permitted Acquisitions, (xii) one-time, non-recurring cash fees and expenses directly related to the Plan and the transactions contemplated thereby, (xiii) restructuring costs, costs incurred with respect to divestitures, costs incurred with respect to technical upgrades, charges and expenses in connection with business expansion and business optimization projects, severance costs and lease termination costs made within 12 months from emergence of bankruptcy, (xiv) charges and expenses in connection with business expansion and business optimization projects and severance costs and lease termination costs, in each case, made within 12 months of any Permitted Acquisition and related to such Permitted

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Acquisition, (xv) one-time, non-recurring fees and expenses in connection with Hedging Agreements permitted under Section 8.1(e), (xvi) fees and expenses related to the documentation and granting of the Mortgages required to be delivered hereunder, (xvii) Administrative Agent fees, (xviii) fees paid to executive recruiters to find one or more independent board members, (xix) fees paid to independent directors in an aggregate amount, (xx) expenses reimbursed and fees paid to trustees under the Independent Trust Agreement and the Divestiture Trust Agreement as set forth in such agreements but excluding any amounts that may be payable to such trustees which are variable, and plus (c) without duplication, (i) to the extent included in the calculation of Consolidated EBITDA pursuant to clause (c)(i) of the definition thereof, any provision for United States federal income taxes or other taxes measured by net income, and (ii) any decrease in the Working Capital of Holdings during such period (measured as the excess of such Working Capital at the beginning of such period over such Working Capital at the end thereof).

“Existing Credit Agreement” has the meaning specified in the recitals hereto.

“Existing Obligations” has the meaning specified in the recitals hereto.

“FAA” shall mean the Federal Aviation Administration and any successor thereto.

“Facilities” means (a) the Term Loan Facility and (b) the Revolving Credit Facility.

“FCC” means the Federal Communications Commission or any Governmental Authority which succeeds to the duties and functions presently performed by the Federal Communications Commission.

“FCC License Assets” shall have the meaning specified in the Plan.

“FCC Licenses” means all licenses, Permits, permissions and other authorizations issued by the FCC for the operation of television stations and community antenna relay service, earth station, business radio, microwave and special safety radio service facilities.

“FCC Long Form Application” shall have the meaning specified in the Plan.

“Federal Flood Insurance” means Federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements located in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as determined by the Administrative Agent in its sole discretion.

“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System and any successor thereto.

“Fee Letter” means the letter agreement, dated as of April 27, 2010 addressed to the Borrower from the Administrative Agent and accepted by the Borrower, with respect to certain fees to be paid from time to time to the Administrative Agent and its Related Persons.

“FEMA” means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance Program.

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“Financial Statement” means each financial statement delivered pursuant to Section 4.4 or 6.1.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“Fiscal Quarter” means each 3 fiscal month period ending on March 31, June 30, September 30 or December 31.

“Fiscal Year” means the twelve-month period ending on December 31.

“Flood Insurance” means, for any real property located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that meets the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines. Flood Insurance shall be in an amount equal to the full, unpaid balance of the Loans and any prior liens on the real property up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by the Administrative Agent, with deductibles not to exceed $50,000.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination. Subject to Section 1.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of the Financial Statements described in Section 4.4(a).

“GE Capital” has the meaning specified in the preamble hereto.

“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Group Members” means, collectively, the Borrower, Holdings and their respective Subsidiaries.

“Group Members’ Accountants” means Deloitte & Touche LLP or other nationally-recognized independent registered certified public accountants acceptable to the Administrative Agent.

“Guarantor” means Holdings, each Wholly Owned Subsidiary of the Borrower listed on Schedule 4.3 and each other Person that enters into any Guaranty Obligation with respect to any Obligation of any Loan Party.

“Guaranty and Security Agreement” means a guaranty and security agreement, in substantially the form of Exhibit E, among the Administrative Agent, the Borrower and the Guarantors from time to time party thereto.

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“Guaranty Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person for any Indebtedness, lease, dividend or other obligation (the “primary obligation”) of another Person (the “primary obligor”), if the purpose or intent of such Person in incurring such liability, or the economic effect thereof, is to guarantee such primary obligation or provide support, assurance or comfort to the holder of such primary obligation or to protect or indemnify such holder against loss with respect to such primary obligation, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of any primary obligation, (b) the incurrence of reimbursement obligations with respect to any letter of credit or bank guarantee in support of any primary obligation, (c) the existence of any Lien, or any right, contingent or otherwise, to receive a Lien, on the property of such Person securing any part of any primary obligation and (d) any liability of such Person for a primary obligation through any Contractual Obligation (contingent or otherwise) or other arrangement (i) to purchase, repurchase or otherwise acquire such primary obligation or any security therefor or to provide funds for the payment or discharge of such primary obligation (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency, working capital, equity capital or any balance sheet item, level of income or cash flow, liquidity or financial condition of any primary obligor, (iii) to make take-or-pay or similar payments, if required, regardless of non-performance by any other party to any Contractual Obligation, (iv) to purchase, sell or lease (as lessor or lessee) any property, or to purchase or sell services, primarily for the purpose of enabling the primary obligor to satisfy such primary obligation or to protect the holder of such primary obligation against loss or (v) to supply funds to or in any other manner invest in, such primary obligor (including to pay for property or services irrespective of whether such property is received or such services are rendered); provided, however, that “Guaranty Obligations” shall not include (x) endorsements for collection or deposit in the ordinary course of business and (y) product warranties given in the ordinary course of business. The outstanding amount of any Guaranty Obligation shall equal the outstanding amount of the primary obligation so guaranteed or otherwise supported or, if lower, the stated maximum amount for which such Person may be liable under such Guaranty Obligation.

“Hazardous Material” means any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances.

“Hedging Agreement” means any Interest Rate Contract, foreign exchange, swap, option or forward contract, spot, cap, floor or collar transaction, any other derivative instrument and any other similar speculative transaction and any other similar agreement or arrangement designed to alter the risks of any Person arising from fluctuations in any underlying variable.

“Holdings” has the meaning specified in the preamble hereto.

“Indebtedness” of any Person means, without duplication, any of the following, whether or not matured: (a) all indebtedness for borrowed money, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all reimbursement and all other obligations with respect to (i) letters of credit, bank guarantees or bankers’ acceptances or (ii) surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation) other than those entered into in the ordinary course of business, (d) all obligations to pay the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business, (e) all obligations created or arising under any conditional sale or other title retention agreement, regardless of whether the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, (f) all Capitalized Lease Obligations, (g) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date that is 180 days after the Term Loan Maturity Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends, (h) all payments that would be required to be made in respect of any Hedging Agreement in the event of a termination (including an early termination) on the date of determination and (i) all Guaranty Obligations for obligations of any other Person constituting Indebtedness of such other Person; provided, however, that the items in each of clauses (a) through (i) above shall constitute “Indebtedness” of such Person solely to the extent, directly or indirectly, (x) such Person is liable for any part of any such item, (y) any such item is secured by a Lien on such Person’s property or (z) any other Person has a right, contingent or otherwise, to cause such Person to become liable for any part of any such item or to grant such a Lien.

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“Indemnified Matter” has the meaning specified in Section 11.4.

“Indemnitee” has the meaning specified in Section 11.4.

“Independent Trust Agreement” means that certain Trust Agreement, dated as of March 18, 2010, between Holdings and Jay Meyers, as Trustee as such agreement may be amended pursuant to the Amended and Restated Trust Agreement in the form attached to the Independent Trust Agreement delivered to the Administrative Agent.

“Initial Cases” has the meaning specified in the recitals hereto.

“Initial Investors’ Equity Investment” means the substitution and exchange of certain of the Existing Obligations for the equity of Parent pursuant to, and on the terms provided for, in the Plan.

“Initial Investors’ Investment Documents” means each document executed in connection with the Initial Investors’ Equity Investment.

“Initial Projections” means those financial projections, dated March 15, 2010 covering the Fiscal Years ending in 2010 through 2014 and delivered to the Administrative Agent by the Borrower prior to the date hereof.

“Intellectual Property” means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.

“Interest Period” means, with respect to any Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is made or converted to a Eurodollar Rate Loan as selected by the Borrower pursuant hereto; or, if such loan is continued, on the last day of the immediately preceding Interest Period therefor and, in each case, ending three (3) months thereafter, provided, however, that (a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month, (c) the Borrower may not select any Interest Period (i) in the case of Revolving Loans, ending after the Scheduled Revolving Credit Termination Date and (ii) in the case of Term Loans, ending after the Term Loan Maturity Date, (d) the Borrower may not select any Interest Period in respect of Loans having an aggregate principal amount of less than (i) in the case of Revolving Loans, $100,000 and (ii) in the case of Term Loans $1,000,000 and (e) there shall be outstanding at any one time no more than 5 Interest Periods.

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“Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

“Internet Domain Names” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to Internet domain names.

“Investment” means, with respect to any Person, directly or indirectly, (a) to own, purchase or otherwise acquire, in each case whether beneficially or otherwise, any investment in, including any interest in, any Security of any other Person (other than any evidence of any Obligation), (b) to purchase or otherwise acquire, whether in one transaction or in a series of transactions, all or a significant part of the property of any other Person or a business conducted by any other Person or all or substantially all of the assets constituting the business of a division, branch, brand or other unit operation of any other Person, (c) to incur, or to remain liable under, any Guaranty Obligation for Indebtedness of any other Person, to assume the Indebtedness of any other Person or to make, hold, purchase or otherwise acquire, in each case directly or indirectly, any deposit, loan, advance, commitment to lend or advance, or other extension of credit (including by deferring or extending the date of, in each case outside the ordinary course of business, the payment of the purchase price for Sales of property or services to any other Person, to the extent such payment obligation constitutes Indebtedness of such other Person), excluding deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items created in the ordinary course of business, (d) to make, directly or indirectly, any contribution to the capital of any other Person or (e) to Sell any property for less than fair market value (including a disposition of cash or Cash Equivalents in exchange for consideration of lesser value); provided, however, that such Investment shall be valued at the difference between the value of the consideration for such Sale and the fair market value of the property Sold.

“IP Ancillary Rights” means, with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

“IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right title and interest in or relating to any Intellectual Property.

“IRS” means the Internal Revenue Service of the United States and any successor thereto.

“Lender” means, collectively any financial institution or other Person that (a) is listed on the signature pages hereof as a “Lender” or (b) from time to time becomes a party hereto by execution of an Assignment, in each case together with its successors.

“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

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“License Subsidiary” means any special purpose Subsidiary of Borrower that (i) observes all corporate formalities, maintains separate books and records, does not commingle assets with any affiliate, holds no assets other than the Radio Station Licenses, FCC Licenses and PUC Certificates and has no financial obligations other than to the Administrative Agent and Lenders as a Guarantor and as a Guarantor pursuant to the Subordinated Notes Documents, (ii) is organized pursuant to organizational documents reasonably satisfactory to the Administrative Agent, (iii) is a Guarantor upon or prior to the time of acquiring any Radio Station Licenses, FCC License and PUC Certificate or is a Guarantor on the Closing Date or becomes a Guarantor in connection with a Permitted Acquisition and (iv) to the extent not prohibited by any Requirement of Law, has granted a Lien in its assets to the Administrative Agent pursuant to the Loan Documents.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

“LMA” means any joint sales agreement, advertising sales agreement, time brokerage agreement, local marketing or management agreement or similar arrangement for any broadcast station to which Borrower or any of its Subsidiaries is a party.

“Loan” means any loan made or deemed made by any Lender hereunder.

“Loan Documents” means, collectively, this Agreement, any Notes, the Guaranty and Security Agreement, the Mortgages, the Control Agreements, the Subordination Agreement, the Fee Letter, and, when executed, each document executed by a Loan Party and delivered to the Administrative Agent or, any Lender in connection with or pursuant to any of the foregoing or the Obligations, together with any modification of any term, or any waiver with respect to, any of the foregoing.

“Loan Party” means the Borrower and each Guarantor.

“Local Franchising Authority” means any state, county, local or municipal Governmental Authority which regulates the provision of cable television service, including the award of franchises or other permits or authorizations to provide cable television service, and which has authority over the Cable Systems.

“Material Adverse Effect” means an effect that results in or causes, or could reasonably be expected to result in or cause, a material adverse change in any of (a) the condition (financial or otherwise), business, performance, operations or property of the Group Members, taken as a whole, (b) the ability of any Loan Party to perform its obligations under any Loan Document and (c) the validity or enforceability of any Loan Document or the rights and remedies of the Administrative Agent, the Lenders and/or the other Secured Parties under any Loan Document.

“Material Environmental Liabilities” means Environmental Liabilities exceeding $750,000 in the aggregate.

“Moody’s” means Moody’s Investors Service, Inc.

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“Mortgage” means any mortgage, deed of trust or other document in form and substance reasonably satisfactory to Agent executed or required herein to be executed by any Loan Party and granting a security interest over real property in favor of the Administrative Agent as security for the Obligations.

“Mortgage Supporting Documents” means, with respect to any Mortgage for a parcel of real property, each document (including title policies or marked-up unconditional insurance binders (in each case, together with copies of all documents referred to therein), maps, ALTA (or TLTA, if applicable) as-built surveys (in form and as to date that is sufficiently acceptable to the title insurer issuing title insurance to the Administrative Agent for such title insurer to deliver endorsements to such title insurance as reasonably requested by the Administrative Agent), environmental assessments and reports, appraisals required to comply with FIRREA and evidence regarding recording and payment of fees, insurance premium and taxes) that the Administrative Agent may reasonably request, to create, register, perfect, maintain, evidence the existence, substance, form or validity of or enforce a valid lien on such parcel of real property in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to Permitted Liens and such Liens as the Administrative Agent may approve.

“Multiemployer Plan” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, to which any ERISA Affiliate has or can reasonably be expected to have an obligation to contribute (including, without limitation, an obligation to pay Withdrawal Liability).

“National Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that mandates the purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities and provides protection to property owners through a Federal insurance program.

“Net Cash Proceeds” means proceeds received in cash from (a) any Sale of, or Property Loss Event with respect to, property, net of (i) the customary out-of-pocket cash costs, fees and expenses paid or required to be paid in connection therewith, (ii) taxes paid or reasonably estimated to be payable as a result thereof and (iii) any amount required to be paid or prepaid on Indebtedness (other than the Obligations and Indebtedness owing to any Group Member) secured by the property subject thereto or (b) any incurrence of Indebtedness, in each case net of brokers’, advisors’ and investment banking fees and other customary out-of-pocket underwriting discounts, commissions and other customary out-of-pocket cash costs, fees and expenses, in each case incurred in connection with such transaction; provided, however, that any such proceeds received by any Subsidiary of the Borrower that is not a Wholly Owned Subsidiary of the Borrower shall constitute “Net Cash Proceeds” only to the extent of the aggregate direct and indirect beneficial ownership interest of the Borrower therein.

“Non-Funding Lender” has the meaning specified in Section 2.2(c).

“Non-U.S. Lender Party” means each of the Administrative Agent, each SPV and each participant, in each case that is not a Domestic Person.

“Note” means a promissory note of the Borrower, in substantially the form of Exhibit B, payable to the order of a Lender in any Facility in a principal amount equal to the amount of such Lender’s Commitment under such Facility (or, in the case of the Term Loan Facility, the aggregate initial principal amount of the Term Loans).

“Notice of Conversion or Continuation” has the meaning specified in Section 2.8.

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“Oaktree” means OCM Principal Opportunities Fund IV AIF (Delaware) L.P. and it’s Affiliates and any Person (other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (b) is advised or managed by (i) OCM Principal Opportunities Fund IV AIF (Delaware) L.P., (ii) any Affiliate of OCM Principal Opportunities Fund IV AIF (Delaware) L.P. or (iii) any Person (other than an individual) or any Affiliate of any Person (other than an individual) that administers or manages OCM Principal Opportunities Fund IV AIF (Delaware) L.P.

“Obligations” means, with respect to any Loan Party, all amounts, obligations, liabilities, covenants and duties of every type and description owing by such Loan Party to the Administrative Agent, any Lender, any other Indemnitee, any participant, or any SPV arising out of, under, or in connection with, any Loan Document, whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication, (a) if such Loan Party is the Borrower, all Loans, (b) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding, and (c) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Loan Party under any Loan Document.

“Other Taxes” has the meaning specified in Section 2.15(c).

“Parent” means Regent Holdings LLC.

“Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor.

“PBGC” means the United States Pension Benefit Guaranty Corporation and any successor thereto.

“Permit” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, including without limitation, the FCC in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Permitted Acquisition” means any Proposed Acquisition satisfying each of the following conditions:

(a) the Proposed Acquisition Target is organized under the laws of a State in the United States or the District of Columbia and is in the same Business as the Borrower or a Business that the Borrower or its Subsidiaries are permitted to enter into;

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(b) the Administrative Agent shall have received reasonable advance notice of such Proposed Acquisition including a reasonably detailed description thereof at least 15 Business Days prior to the consummation of such Proposed Acquisition (or such later date as may be agreed by the Administrative Agent) and the Administrative Agent shall have forwarded such notice to the Lenders within 5 Business Days after receipt thereof and on or prior to the date of such Proposed Acquisition, the Administrative Agent shall have received copies of the acquisition agreement and related Contractual Obligations and other documents (including financial information and analysis, environmental assessments and reports, opinions, certificates, lien searches, and FCC approvals) and information reasonably requested by the Administrative Agent;

(c) as of the date of consummation of any transaction as part of such Proposed Acquisition and after giving effect to all transactions to occur on such date as part of such Proposed Acquisition, the representations and warranties set forth in any Loan Document shall be true and correct in all material respects pursuant to clause (b) of Article 4 and no Default shall be continuing, and after giving effect to such Permitted Acquisition, Holdings shall be in compliance with the financial covenants set forth in Article 5 on a Pro Forma Basis as of the last day of the last Fiscal Quarter for which Financial Statements have been delivered hereunder;

(d) the Borrower and its Subsidiaries (including any new Subsidiary) shall execute and deliver the agreements, instruments and other documents required by Section 7.10 and the Administrative Agent shall have received, for the benefit of the Secured Parties, a collateral assignment of the seller’s representations, warranties and indemnities to the Borrowers or any of their Subsidiaries under the acquisition documents; and

(e) for any Proposed Acquisition which is a Radio Swap Transaction, (i) the Station Operating Income of the Proposed Acquisition Target for the trailing twelve months immediately prior to the date of such Proposed Acquisition together with the aggregate Station Operating Income pursuant to this clause (e)(i) associated with all Permitted Acquisitions which were Radio Swap Transactions does not exceed 15% of the Station Operating Income of Holdings and its Subsidiaries for the trailing twelve months immediately prior to the date of such Proposed Acquisition and (ii) the aggregate amount of cash payable by the Loan Parties as part of the purchase price or other consideration of any such Radio Swap Transactions shall not exceed the lesser of (x) 25% of the Station Operating Income of such Proposed Acquisition Target for the trailing twelve months immediately prior to the date of such Proposed Acquisitionand (y) $3,000,000.

“Permitted Indebtedness” means any Indebtedness of any Group Member that is not prohibited by Section 8.1 or any other provision of any Loan Document.

“Permitted Investment” means any Investment of any Group Member that is not prohibited by Section 8.3 or any other provision of any Loan Document.

“Permitted Investors” means, collectively Oaktree.

“Permitted Lien” means any Lien on or with respect to the property of any Group Member that is not prohibited by Section 8.2 or any other provision of any Loan Document.

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“Permitted Refinancing” means Indebtedness constituting a refinancing or extension of Permitted Indebtedness that (a) has an aggregate outstanding principal amount not greater than the sum of (x) aggregate principal amount of such Permitted Indebtedness plus accrued and unpaid interest thereon and accrued and unpaid fees and reasonable expenses related thereto outstanding at the time of such refinancing or extension, plus (y) the amount of any early prepayment penalties actually paid as a result of such Permitted Refinancing, (b) has a weighted average maturity (in each case measured as of the date of such refinancing or extension) and maturity no shorter or earlier, as applicable than that of such Permitted Indebtedness, (c) is not entered into as part of a Sale and Leaseback transaction, (d) is not secured by any property or any Lien other than those securing such Permitted Indebtedness, (e) has an interest rate no greater than the interest rate for such Permitted Indebtedness and has a cash interest cost no greater than the cash interest cost for such Permitted Indebtedness, and (f) is otherwise on terms no less favorable to the Group Members, taken as a whole, than those of such Permitted Indebtedness; provided, however that clauses (e) and (f) shall not apply with respect to a refinancing or extension of the Subordinated Notes if such refinancing or extension thereof is on terms which are customary and similar to other issuances of subordinated debt made in the twelve month period immediately preceding such refinancing or extension and the interest rate with respect thereto is not greater than 15.5% (without accounting for default interest) and all interest thereunder is payable only in kind and not in cash (in determining the interest rate applicable thereto, discounts and upfront fees payable to the holders thereof shall be included as reasonably determined by the Administrative Agent), and provided, further, however, that, notwithstanding the foregoing, (x) the terms of such Permitted Indebtedness may be modified as part of such Permitted Refinancing if such modification would have been permitted pursuant to Section 8.11 and (y) no Guaranty Obligation for such Indebtedness shall constitute part of such Permitted Refinancing unless similar Guaranty Obligations with respect to such Permitted Indebtedness existed and constituted Permitted Indebtedness prior to such refinancing or extension.

“Permitted Reinvestment” means, with respect to the Net Cash Proceeds of any Sale or Property Loss Event, to acquire (or make Capital Expenditures to finance the acquisition, repair, improvement or construction of), to the extent otherwise permitted hereunder, property useful in the business of the Borrower or any of its Subsidiaries (including through a Permitted Acquisition) or, if such Property Loss Event involves loss or damage to property, to repair such loss or damage or to the extent otherwise permitted hereunder, acquire property useful in the business of the Borrower or any of its Subsidiaries.

“Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority.

“Plan” has the meaning specified in the recitals hereto.

“Pro Forma Balance Sheet” has the meaning specified in Section 4.4(d).

“Pro Forma Basis” means, with respect to any determination for any period and any Pro Forma Transaction, that such determination shall be made by giving pro forma effect to each such Pro Forma Transaction, as if each such Pro Forma Transaction had been consummated on the first day of such period, based on historical results accounted for in accordance with GAAP and, to the extent applicable, reasonable assumptions that are specified in detail in the relevant Compliance Certificate, Financial Statement or other document provided to the Administrative Agent or any Lender in connection herewith in accordance with Regulation S-X of the Securities Act of 1933.

“Pro Forma Transaction” means any transaction consummated as part of any Permitted Acquisition (including a Radio Swap Transaction), together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

“Projections” means, collectively, the Initial Projections and any document delivered pursuant to Section 6.1(f).

“Property Loss Event” means, with respect to any property, any loss of or damage to such property or any taking of such property or condemnation thereof.

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“Proposed Acquisition” means (a) any proposed acquisition that is consensual and approved by the board of directors of such Proposed Acquisition Target, of all or substantially all of the assets or Stock of or any line of business, division, branch or other operating unit of any Proposed Acquisition Target by the Borrower or any Subsidiary of the Borrower (or by Holdings to the extent such assets and Stock of or any line of business, division, branch or other operating unit are transferred to the Borrower or any Subsidiary of the Borrower contemporaneously with such acquisition) or (b) any proposed merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

“Proposed Acquisition Target” means any Person or any brand, line of business, division, branch, operating division or other unit operation of any Person.

“Pro Rata Outstandings”, of any Lender at any time, means (a) in the case of the Term Loan Facility, the outstanding principal amount of the Term Loans owing to such Lender and (b) in the case of the Revolving Credit Facility, the outstanding principal amount of Revolving Loans owing to such Lender.

“Pro Rata Share” means, with respect to any Lender at any time (a) in the case of the Term Loan Facility at any time, the percentage obtained by dividing (i) the Pro Rata Outstandings therein of such Lender then in effect by (ii) the Pro Rata Outstandings therein of all Lenders then in effect; and (b) in the case of the Revolving Credit Facility, at any time, the percentage obtained by dividing (i) the Pro Rata Outstandings therein of such Lender then in effect by (ii) the Pro Rata Outstandings therein of all Lenders then in effect; provided, however, that, if there are no Pro Rata Outstandings in any of such Facilities, such Lender’s Pro Rata Share shall be determined based on the Pro Rata Share in such Facility most recently in effect, after giving effect to any subsequent assignment and any subsequent non-pro rata payments of any Lender pursuant to Section 2.16.

“PUC” means any public utility commission, public service commission or similar regulatory body with jurisdiction over the Business.

“PUC Certificate” means any certificate of public convenience or necessity or other authorization issued by a PUC which is necessary for the conduct of the Business.

“Radio Station Licenses” means all licenses, Permits, permissions and other authorizations issued by the FCC for the operation of any Radio Station.

“Radio Stations” means and includes, collectively, (a) all of the AM and FM radio stations owned and operated by the Borrower or any of its Subsidiaries as of the Closing Date, and (b) all radio stations from time to time acquired after the Closing Date by the Borrower or any of its Subsidiaries.

“Radio Swap Transaction” means, in relation to any Person, any transaction, or any series of related transactions, in which such Person, or any of its Affiliates, shall acquire one or more Radio Stations and related business assets and properties in exchange (whether in whole or in part) for one or more Radio Stations and related business assets and properties owned by such Person.

“Register” has the meaning specified in Section 2.12(b).

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“Reinvestment Prepayment Amount” means, with respect to any Net Cash Proceeds on the Reinvestment Prepayment Date therefor, the amount of such Net Cash Proceeds less any amount paid or required to be paid by any Group Member to make Permitted Reinvestments with such Net Cash Proceeds pursuant to a Contractual Obligation entered into prior to such Reinvestment Prepayment Date with any Person that is not an Affiliate of the Borrower.

“Reinvestment Prepayment Date” means, with respect to any portion of any Net Cash Proceeds of any Sale or Property Loss Event, the earliest of (a) the 365^th day after the completion of the portion of such Sale or Property Loss Event corresponding to such Net Cash Proceeds, (b) the date that is 5 Business Days after the date on which the Borrower shall have notified the Administrative Agent of the Borrower’s determination not to make Permitted Reinvestments with such Net Cash Proceeds, (c) the occurrence of any Event of Default set forth in Section 9.1(e)(ii) and (d) 5 Business Days after the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any other Event of Default.

“Related Documents” means, collectively, the Divestiture Trust Agreement (including, the form of the proposed Amended and Restated Trust Agreement related thereto), the Independent Trust Agreement (including, the form of the proposed Amended and Restated Independent Trust Agreement related thereto), the Subordinated Notes Documents, and the Initial Investors’ Investment Documents, delivered to the Administrative Agent pursuant to Section 3.1(b)(viii)(C) and each other document executed with respect to any of the foregoing or any Related Transaction.

“Related Person” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article 3) and other consultants and agents of or to such Person or any of its Affiliates, together with, if such Person is the Administrative Agent, each other Person or individual designated, nominated or otherwise mandated by or helping the Administrative Agent pursuant to and in accordance with Section 10.4 or any comparable provision of any Loan Document.

“Related Transactions” means, collectively, the substitution and exchange of certain of the Existing Obligations for the Subordinated Notes and the Stock of Holdings pursuant to the Plan, the entering into of the Divesture Trust Agreement and the Independent Trust Agreement, the execution and delivery of all Related Documents and the payment of all related fees, costs and expenses.

“Release” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“Remedial Action” means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

“Required Lenders” means, at any time, Lenders having at such time in excess of 50% of the sum of (a) the aggregate Revolving Credit Commitments (or, if such Revolving Credit Commitments are terminated, the Pro Rata Outstandings in the Revolving Credit Facility) and (b) the Pro Rata Outstandings in the Term Loan Facility, in each case, then in effect, ignoring in such calculation, the amounts held by any Non-Funding Lender; provided, however, that Required Lenders must consist of at least two Lenders who each hold at least 8% of the aggregate principal amount of the outstanding Term Loans and who are not Affiliates of each other or an Approved Fund of any such Lender.

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“Required Revolving Credit Lenders” means, at any time, Lenders having at such time in excess of 50% of the aggregate Revolving Credit Commitments (or, if such Revolving Credit Commitments are terminated, the Pro Rata Outstandings in the Revolving Credit Facility) then in effect, ignoring in such calculation, the amounts held by any Non-Funding Lender.

“Requirements of Law” means, with respect to any Person, collectively, the common law and all federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means, with respect to any Person, any of the president, chief executive officer, vice president, treasurer, assistant treasurer, controller, managing member or general partner of such Person but, in any event, with respect to financial matters, any such officer that is responsible for preparing the Financial Statements delivered hereunder and, with respect to the Corporate Chart and other documents delivered pursuant to Section 6.1(e), documents delivered on the Closing Date and documents delivered pursuant to Section 7.10, the secretary or assistant secretary of such Person or any other officer responsible for maintaining the corporate and similar records of such Person.

“Restricted Payment” means (a) any dividend, return of capital, distribution or any other payment or Sale of property for less than fair market value, whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation or forgiveness of Indebtedness and similar Contractual Obligations) and whether in cash, Securities or other property, on account of any Stock or Stock Equivalent of the Borrower or any of its Subsidiaries, in each case now or hereafter outstanding, including with respect to a claim for rescission of a Sale of such Stock or Stock Equivalent and (b) any redemption, retirement, termination, defeasance, cancellation, purchase or other acquisition for value, whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation or forgiveness of Indebtedness and similar Contractual Obligations), of any Stock or Stock Equivalent of any Group Member or of any direct or indirect parent entity of the Borrower, now or hereafter outstanding, and any payment or other transfer setting aside funds for any such redemption, retirement, termination, cancellation, purchase or other acquisition, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise.

“Revolving Credit Commitment” means, with respect to each Revolving Credit Lender, the commitment of such Lender to make Revolving Loans, which commitment is in the amount set forth opposite such Lender’s name on Schedule I under the caption “Revolving Credit Commitment”, as amended to reflect Assignments and as such amount may be reduced pursuant to this Agreement. The aggregate amount of the Revolving Credit Commitments on the date hereof equals $2,000,000.

“Revolving Credit Facility” means the Revolving Credit Commitments and the provisions herein related to the Revolving Loans.

“Revolving Credit Lender” means each Lender that has a Revolving Credit Commitment or holds a Revolving Loan.

“Revolving Credit Termination Date” shall mean the earliest of (a) the Scheduled Revolving Credit Termination Date, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.3 or 9.2 and (c) the date on which the Obligations become due and payable pursuant to Section 9.2.

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“Revolving Loan” has the meaning specified in Section 2.1.

“Scheduled Revolving Credit Termination Date” means the 2nd anniversary of the Closing Date.

“S&P” means Standard & Poor’s Rating Services.

“Sale and Leaseback Transaction” means, with respect to any Person (the “obligor”), any Contractual Obligation or other arrangement with any other Person (the “counterparty”) consisting of a lease by such obligor of any property that, directly or indirectly, has been or is to be Sold by the obligor to such counterparty or to any other Person to whom funds have been advanced by such counterparty based on a Lien on, or an assignment of, such property or any obligations of such obligor under such lease.

“Secured Parties” means the Lenders, the Administrative Agent, each other Indemnitee and any other holder of any Obligation of any Loan Party.

“Security” means all Stock, Stock Equivalents, voting trust certificates, bonds, debentures, instruments and other evidence of Indebtedness, whether or not secured, convertible or subordinated, all certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, options and other rights to acquire, any Security.

“Sell” means, with respect to any property, to sell, convey, transfer, assign, license, lease or otherwise dispose of, any interest therein or to permit any Person to acquire any such interest, including, in each case, through a Sale and Leaseback Transaction or through a sale, factoring at maturity, collection of or other disposal, with or without recourse, of any notes or accounts receivable. Conjugated forms thereof and the noun “Sale” have correlative meanings.

“Solvent” means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Flood Hazard Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year.

“SPV” means any special purpose funding vehicle identified as such in a writing by any Lender to the Administrative Agent.

“Station Operating Income” means, with respect to any fiscal period, without duplication, an amount equal to Station Revenue for such period, minus to the extent included in determining Station Revenue for such period, the sum of, (i) station programming expenses and (ii) general and administrative expenses at the station level (but not the corporate level).

“Station Revenue” means, for any fiscal period, the revenue of Borrower and its Subsidiaries derived directly from the operation of Radio Stations during such period, net of any commissions paid to any third parties with respect to such revenue.

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“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.

“Subordinated Debt” means any Indebtedness that is subordinated to the payment in full of the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent, including any Indebtedness under the Subordinated Notes.

“Subordinated Notes” means the 12% Senior Subordinated PIK Notes due October 27, 2014, governed by the terms of the Subordinated Notes Agreement.

“Subordinated Notes Agent” means GE Capital, in its capacity as subordinated notes agent under the Subordinated Notes Agreement together with its successors and permitted assigns.

“Subordinated Notes Agreement” means the Subordinated Notes Agreement, dated as of April 27, 2010, among the Borrower, Holdings, the note purchasers from time to time party thereto and the Subordinate Notes Agent.

“Subordinated Notes Documents” means, collectively, the Subordinated Notes, the Subordinated Notes Agreement and any other document related to any of the foregoing.

“Subordination Agreement” means that certain Subordination Agreement, dated as of the date hereof, among the Borrower, the Administrative Agent and the Subordinated Notes Agent.

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than 50% of the outstanding Voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person.

“Substitute Lender” has the meaning specified in Section 2.16(a).

“SWDA” means the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.).

“Tax Affiliate” means, (a) the Borrower and its Subsidiaries and (b) any Affiliate of the Borrower with which the Borrower files or is eligible to file consolidated, combined or unitary tax returns.

“Tax Return” has the meaning specified in Section 4.8.

“Taxes” has the meaning specified in Section 2.15(a).

“Term Loan” has the meaning specified in Section 2.1.

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“Term Loan Facility” means the Term Loans and the provisions herein related to the Term Loans. The aggregate amount of Term Loans on the date hereof equals ninety-five million dollars ($95,000,000). The Term Loan of each Lender as of the Closing Date is set forth on Schedule I hereto.

“Term Loan Maturity Date” means the 4^th anniversary of the Closing Date.

“Title IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, sponsored by an ERISA Affiliate or to which any ERISA Affiliate has an obligation to contribute.

“Trademarks” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.

“Trade Secrets” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trade secrets.

“Trust” means the trust formed under the Independent Trust Agreement or any other trust formed in accordance with the terms of the Plan to hold the Ratio Station Licenses pending grant of the FCC Long Form Applications.

“UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York.

“United States” means the United States of America.

“U.S. Lender Party” means each of the Administrative Agent, each Lender, each SPV and each participant, in each case that is a Domestic Person.

“Voting Stock” means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the occurrence of any contingency).

“Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person, all of the Stock of which (other than nominal holdings and director’s qualifying shares) is owned by such Person, either directly or through one or more Wholly Owned Subsidiaries of such Person.

“Withdrawal Liability” means, at any time, any liability incurred by any ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA.

“Working Capital” means, for any Person at any date, its Consolidated Current Assets at such date minus its Consolidated Current Liabilities at such date.

Section 1.2 UCC Terms. The following terms have the meanings given to them in the applicable UCC: “commodity account”, “commodity contract”, “commodity intermediary”, “deposit account”, “entitlement holder”, “entitlement order”, “equipment”, “financial asset”, “general intangible”, “goods”, “instruments”, “inventory”, “securities account”, “securities intermediary” and “security entitlement”.

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Section 1.3 Accounting Terms and Principles. (a) GAAP. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any Financial Statement hereafter adopted by Holdings shall be given effect if such change would affect a calculation that measures compliance with any provision of Article 5 or 8 unless the Borrower, the Administrative Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article 5 and Article 8 shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value.”

(b) Pro Forma. All components of financial calculations made to determine compliance with Article 5 shall be adjusted on a Pro Forma Basis to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any Pro Forma Transaction consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower and in a manner reasonably acceptable to the Administrative Agent, based on assumptions expressed therein and that were reasonable based on the information available to the Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Section 1.4 Payments. The Administrative Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Loan Party. Any such determination or redetermination by the Administrative Agent shall be conclusive and binding for all purposes, absent manifest error. No determination or redetermination by any Secured Party or Loan Party and no other currency conversion shall change or release any obligation of any Loan Party or of any Secured Party (other than the Administrative Agent and its Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted. The Administrative Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds.

Section 1.5 Interpretation. (a) Certain Terms. Except as set forth in any Loan Document, all accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term “property”, which shall be interpreted as broadly as possible, including, in any case, cash, Securities, other assets, rights under Contractual Obligations and Permits and any right or interest in any property). The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole. In the computation of periods of time from a specified date to a later specified date in any Loan Document, the terms “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.” In any other case, the term “including” when used in any Loan Document means “including without limitation.” The term “documents” means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports. The term “incur” means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings.

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(b) Certain References. Unless otherwise expressly indicated, references (i) in this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule to, or Article, Section or clause in, this Agreement and (ii) in any Loan Document, to (A) any agreement shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, unless the prior consent of any Secured Party required therefor is not obtained, any modification to any term of such agreement, (B) any statute shall be to such statute as modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative and (C) any time of day shall be a reference to New York time. Titles of articles, sections, clauses, exhibits, schedules and annexes contained in any Loan Document are without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Unless otherwise expressly indicated, the meaning of any term defined (including by reference) in any Loan Document shall be equally applicable to both the singular and plural forms of such term.

ARTICLE 2
THE FACILITIES

Section 2.1 The Revolving Credit Commitments and Loans. (a) Revolving Credit Commitments. On the terms and subject to the conditions contained in this Agreement, each Revolving Credit Lender severally, but not jointly, agrees to make loans in Dollars (each a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall any Revolving Credit Lender be obligated to make a Revolving Loan in excess of such Lender’s Pro Rata Share of the amount by which the then effective Revolving Credit Commitments exceeds the aggregate Revolving Loans at such time. Within the limits set forth in the first sentence of this clause (a), amounts of Revolving Loans repaid may be reborrowed under this Section 2.1.

(b) Term Loans. On the terms and subject to the conditions contained in this Agreement, the Lenders as contemplated by the Plan shall exchange a portion of their loans under the Existing Credit Agreement for the term loans hereunder (each a “Term Loan”). Amounts of Term Loans repaid may not be reborrowed.

Section 2.2 Borrowing Procedures. (a) Notice From the Borrower. Each Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 11:00 a.m. on (i) the first Business Day, in the case of a Borrowing of Base Rate Loans and (ii) the third Business Day, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice may be made in a writing substantially in the form of Exhibit C-1 (a “Notice of Borrowing”) duly completed or by telephone if confirmed promptly, but in any event within one Business Day and prior to such Borrowing, with such a Notice of Borrowing. Loans shall be made as Base Rate Loans unless, outside of a suspension period pursuant to Section 2.13, the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Each Borrowing shall be in an aggregate amount that is an integral multiple of $100,000.

(b) Notice to Each Lender. The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, prompt notice of the applicable interest rate. Each Revolving Credit Lender shall, before 11:00 a.m. on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.11, such Lender’s Pro Rata Share of such proposed Borrowing. Upon fulfillment or due waiver (i) on the Closing Date, of the applicable conditions set forth in Section 3.1 and (ii) on the Closing Date and any time thereafter, of the applicable conditions set forth in Section 3.2, the Administrative Agent shall make such funds available to the Borrower.

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(c) Non-Funding Lenders. Unless the Administrative Agent shall have received notice from any Revolving Credit Lender prior to the date such Revolving Credit Lender is required to make any payment hereunder with respect to any Revolving Loan that such Revolving Credit Lender will not make such payment (or any portion thereof) available to the Administrative Agent, the Administrative Agent may assume that such Revolving Credit Lender has made such payment available to the Administrative Agent on the date such payment is required to be made in accordance with this Article 2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. The Borrower agrees to repay to the Administrative Agent on demand such amount (until repaid by such Revolving Credit Lender) with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the interest rate applicable to the Obligation that would have been created when the Administrative Agent made available such amount to the Borrower had such Revolving Credit Lender made a corresponding payment available; provided, however, that such payment shall not relieve such Revolving Credit Lender of any obligation it may have to the Borrower. In addition, any Revolving Credit Lender that shall not have made available to the Administrative Agent any portion of any payment described above (any such Revolving Credit Lender, a “Non-Funding Lender”) agrees to pay, without duplication, such amount to the Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter at the interest rate applicable at the time to such Revolving Loan. Such repayment shall then constitute the funding of the corresponding Revolving Loan (including any Revolving Loan deemed to have been made hereunder with such payment) or participation. The existence of any Non-Funding Lender shall not relieve any other Revolving Credit Lender of its obligations under any Loan Document, but no other Lender shall be responsible for the failure of any Non-Funding Lender to make any payment required under any Loan Document.

Section 2.3 Reduction and Termination of the Revolving Credit Commitments. (a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate in whole or reduce in part ratably any unused portion of the Revolving Credit Commitments; provided, however, that each partial reduction shall be in an aggregate amount that is an integral multiple of $100,000 and any reduction which would cause the Revolving Loans outstanding to exceed the Revolving Credit Commitments as so reduced shall be accompanied by a repayment of the Revolving Loans in the amount of such excess.

(b) Mandatory. All outstanding Revolving Credit Commitments shall terminate on the Scheduled Revolving Credit Termination Date.

(c) Reductions for Mandatory Prepayments. The then current Revolving Credit Commitments shall be reduced ratably on each date on which a prepayment of Revolving Loans is made pursuant to Section 2.4(a), Section 2.6 or, with respect to any optional prepayments by the Borrower with the proceeds of any equity issuance or contribution within 6 months of the Closing Date, or would be required to be made had the aggregate outstanding principal amount of the Revolving Loans been equal to the Revolving Credit Commitments then in effect, in each case in the amount of such prepayment.

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Section 2.4 Repayment of Loans. (a) Revolving Loans. The Borrower promises to repay the Revolving Loans in an amount equal to $125,000 on each March 31, June 30, September 30 and December 31 of each year. The Borrower promises to repay the Revolving Loans in full on the Scheduled Revolving Credit Termination Date.

(b) Term Loans. The Borrower promises to repay the Term Loans in an amount equal to $237,500 on each March 31, June 30, September 30 and December 31 of each year. The Borrower promises to repay the Term Loans in full on the Term Loan Maturity Date.

Section 2.5 Optional Prepayments. The Borrower may prepay the outstanding principal amount of any Loan, without premium or penalty, in whole or in part at any time (together with any breakage costs that may be owing pursuant to Section 2.14(a) after giving effect to such prepayment); provided, however, that (i) each partial prepayment of the Revolving Loan that is not of the entire outstanding amount under the Revolving Credit Facility and for which the Borrower is not requesting a permanent reduction of the Revolving Credit Commitment pursuant to Section 2.3(a) shall be in an aggregate amount that is an integral multiple of $100,000 and (ii) each other partial prepayment that is not of the entire outstanding amount under any Facility shall be in an aggregate amount that is an integral multiple of $500,000.

Section 2.6 Mandatory Prepayments. (a) Excess Cash Flow. The Borrower shall pay or cause to be paid to the Administrative Agent, within 5 Business Days after (i) the last date the Financial Statements for the second Fiscal Quarter can be delivered pursuant to Section 6.1(b) for any Fiscal Year, 50% of the Excess Cash Flow for the first and second Fiscal Quarters of such Fiscal Year, and (ii) the last date Financial Statements can be delivered pursuant to Section 6.1(c) for any Fiscal Year, an amount equal to 50% of the Excess Cash Flow for such Fiscal Year; provided that for the Fiscal Year ended December 31, 2010, such amount shall be equal to 50% of the Excess Cash Flow for the third and fourth Fiscal Quarters of such Fiscal Year.

(b) Debt Issuances. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from the incurrence by any Loan Party or any of its Subsidiaries of Indebtedness of the type specified in clause (a) or (b) of the definition thereof (other than any such Indebtedness permitted hereunder in reliance upon any of clauses (a) through (j) of Section 8.1), the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds.

(c) Asset Sales and Property Loss Events. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (h)(i) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member to the extent resulting, in the aggregate with all other such Property Loss Events, in the receipt by any of them of Net Cash Proceeds in excess of $500,000, the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such Net Cash Proceeds and the Borrower shall not be required to make or cause such payment to the extent (x) such Net Cash Proceeds are intended to be used to make Permitted Reinvestments and (y) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Borrower shall pay or cause to be paid to the Administrative Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds. The Borrower shall notify the Administrative Agent within 5 days after it has determined that any portion of any Net Cash Proceeds will not be used to make Permitted Reinvestments.

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(d) Excess Outstandings. On any date on which the aggregate principal amount of Revolving Loans exceeds the aggregate Revolving Credit Commitments, the Borrower shall pay to the Administrative Agent an amount equal to such excess.

(e) Application of Payments. Any payments made to the Administrative Agent pursuant to this Section 2.6 shall be applied to the Obligations in accordance with Section 2.10(b).

Section 2.7 Interest. (a) Rate. All Loans and the outstanding amount of all other Obligations shall bear interest, in the case of Loans, on the unpaid principal amount thereof from the date such Loans are made and, in the case of such other Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (c) below, as follows: (i) in the case of Base Rate Loans, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin, each as in effect from time to time, (ii) in the case of Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar Rate and the Applicable Margin, each as in effect for the applicable Interest Period, and (iii) in the case of other Obligations, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin for Term Loans that are Base Rate Loans, each as in effect from time to time.

(b) Payments. Interest accrued shall be payable in arrears (i) if accrued on the principal amount of any Loan, (A) at maturity (whether by acceleration or otherwise), (B) upon the payment or prepayment of the principal amount on which such interest has accrued and (C)(1) if such Loan is a Base Rate Loan, on June 25, 2010 and thereafter, on the last day of each calendar month commencing on the first such day following the making of such Loan, (2) if such Loan is a Eurodollar Rate Loan, on the last day of each Interest Period applicable to such Loan and (ii) if accrued on any other Obligation, on demand from and after the time such Obligation is due and payable (whether by acceleration or otherwise).

(c) Default Interest. Notwithstanding the rates of interest specified in clause (a) above or elsewhere in any Loan Document, effective immediately upon (i) the occurrence of any Event of Default under Section 9.1(a) or (e) or (ii) the delivery of a notice by the Administrative Agent to the Borrower during the continuance of any other Event of Default and, in each case, for as long as such Event of Default shall be continuing, the principal balance of all Obligations (including any Obligation that bears interest by reference to the rate applicable to any other Obligation) then due and payable shall bear interest at a rate that is 2% per annum in excess of the interest rate applicable to such Obligations from time to time, payable on demand or, in the absence of demand, on the date that would otherwise be applicable.

(d) Savings Clause. Anything herein to the contrary notwithstanding, the obligations of the Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any law applicable to such Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Lender, and in such event the Borrower shall pay such Lender interest at the highest rate permitted by applicable law (“Maximum Lawful Rate”); provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement.

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Section 2.8 Conversion and Continuation Options. (a) Option. The Borrower may elect (i) in the case of any Eurodollar Rate Loan, (A) to continue such Eurodollar Rate Loan or any portion thereof for an additional Interest Period on the last day of the Interest Period applicable thereto and (B) to convert such Eurodollar Rate Loan or any portion thereof into a Base Rate Loan at any time on any Business Day, subject to the payment of any breakage costs required by Section 2.14(a), and (ii) in the case of Base Rate Loans, to convert such Base Rate Loans or any portion thereof into Eurodollar Rate Loans at any time on any Business Day upon 3 Business Days’ prior notice; provided, however, that, (x) for each Interest Period, the aggregate amount of Eurodollar Rate Loans having such Interest Period must be an integral multiple of (A) in the case of Revolving Loans, $100,000 and (B) in the case of Term Loans $1,000,000 and (y) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of Eurodollar Rate Loans shall be permitted at any time at which (1) an Event of Default shall be continuing and the Administrative Agent or the Required Lenders shall have determined in their sole discretion not to permit such conversions or continuations or (2) such continuation or conversion would be made during a suspension imposed by Section 2.13. Notwithstanding anything herein to the contrary, no Loan may be made as or converted into a Eurodollar Rate Loan until June 26, 2010.

(b) Procedure. Each such election shall be made by giving the Administrative Agent at least 3 Business Days’ prior notice in substantially the form of Exhibit C-2 (a “Notice of Conversion or Continuation”) duly completed. The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. If the Administrative Agent does not receive a timely Notice of Conversion or Continuation from the Borrower containing a permitted election to continue or convert any Eurodollar Rate Loan, then, upon the expiration of the applicable Interest Period, such Loan shall be automatically converted to a Base Rate Loan. Each partial conversion or continuation shall be allocated ratably among the Lenders in the applicable Facility in accordance with their Pro Rata Share.

Section 2.9 Fees. (a) Unused Commitment Fee. The Borrower agrees to pay to each Revolving Credit Lender a commitment fee on the actual daily amount by which the Revolving Credit Commitment of such Lender exceeds its Pro Rata Share of the aggregate outstanding principal amount of Revolving Loans (the “Unused Commitment Fee”) from the date hereof through the Revolving Credit Termination Date at a rate per annum equal to the Applicable Margin, payable in arrears (x) on the last day of each calendar quarter and (y) on the Revolving Credit Termination Date.

(b) Additional Fees. The Borrower agrees to pay to the Administrative Agent and its Related Persons its reasonable and customary fees and expenses in connection with any payments made pursuant to Section 2.14(a) and has agreed to pay the additional fees described in the Fee Letter.

Section 2.10 Application of Payments. (a) Application of Voluntary Prepayments. Unless otherwise provided in this Section 2.10 or elsewhere in any Loan Document, all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied first to repay the Loans as the Borrower shall so designate; provided, that any voluntary repayments made by the Borrower with the proceeds of any equity issuance or contribution within 6 months of the Closing Date shall be made first to the Revolving Loans with a permanent reduction in the commitments thereunder until the Revolving Loans have been paid in full and then to the Term Loans; and provided, further, amounts applied to repay the outstanding principal balance of the Term Loans shall be applied ratably to the Term Loans and then to any other Obligations outstanding.

(b) Application of Mandatory Prepayments. Subject to the provisions of clause (c) below with respect to the application of payments during the continuance of an Event of Default, any payment made by the Borrower to the Administrative Agent pursuant to Section 2.6 or any other prepayment of the Obligations required to be applied in accordance with this clause (b) shall be applied first, to repay to the outstanding principal balance of the Revolving Loans, second, to repay ratably the outstanding principal balance of the Term Loans, and, then, any excess shall be retained by the Borrower.

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(c) Application of Payments During an Event of Default. Each of Holdings and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders, (iii) third, to pay interest then due and payable in respect of the Revolving Loans, (iv) fourth, to pay interest then due and payable in respect of the Term Loans, (v) fifth, to repay the outstanding principal amounts of the Revolving Loans, (v) sixth, to repay the outstanding principal amounts of the Term Loans and (vii) seventh, to the ratable payment of all other Obligations.

(d) Application of Payments Generally. All repayments of any Revolving Loans or Term Loans shall be applied first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods. All repayments of (i) Revolving Loans shall be applied in direct order of maturity and (ii) Term Loans shall be applied pro rata to reduce the remaining installments of such outstanding principal amounts of the Term Loans. If sufficient amounts are not available to repay all outstanding Obligations described in any priority level set forth in this Section 2.10, the available amounts shall be applied, unless otherwise expressly specified herein, to such Obligations ratably based on the proportion of the Secured Parties’ interest in such Obligations. Any priority level set forth in this Section 2.10 that includes interest shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding.

Section 2.11 Payments and Computations. (a) Procedure. The Borrower shall make each payment under any Loan Document not later than 11:00 a.m. on the day when due to the Administrative Agent by wire transfer or ACH transfer (which shall be the exclusive means of payment hereunder) to the following account (or at such other account or by such other means to such other address as the Administrative Agent shall have notified the Borrower in writing within a reasonable time prior to such payment) in immediately available Dollars and without setoff or counterclaim:

ABA No. 021-001-033
Account Number 502-797-91
Deutsche Bank Trust Company Americas
60 Wall Street, New York, New York
Account Name: General Electric Capital Corporation
Reference: CFK1349 Regent Broadcasting, LLC – Senior Debt

The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in Section 2.10. The Lenders shall make any payment under any Loan Document in immediately available Dollars and without setoff or counterclaim.

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(b) Computations of Interests and Fees. All computations of interest and of fees shall be made by the Administrative Agent on the basis of a year of 360 days (or, in the case of Base Rate Loans whose interest rate is calculated based on the rate set forth in clause (a) of the definition of “Base Rate”, 365/366 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination of an interest rate or the amount of a fee hereunder shall be made by the Administrative Agent (including determinations of a Eurodollar Rate or Base Rate in accordance with the definitions of “Eurodollar Rate” and “Base Rate”, respectively) and shall be conclusive, binding and final for all purposes, absent manifest error.

(c) Payment Dates. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day without any increase in such payment as a result of additional interest or fees; provided, however, that such interest and fees shall continue accruing as a result of such extension of time.

(d) Advancing Payments. Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender together with interest thereon (at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans under the applicable Facility) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

Section 2.12 Evidence of Debt. (a) Records of Lenders. Each Lender shall maintain in accordance with its usual practice accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. In addition, each Lender having sold a participation in any of its Obligations or having identified an SPV as such to the Administrative Agent, acting as agent of the Borrower solely for this purpose and solely for tax purposes, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as such Lender shall notify the Borrower) a record of ownership, in which such Lender shall register by book entry (i) the name and address of each such participant and SPV (and each change thereto, whether by assignment or otherwise) and (ii) the rights, interest or obligation of each such participant and SPV in any Obligation and in any right to receive any payment hereunder.

(b) Records of Administrative Agent. The Administrative Agent, acting as agent of the Borrower solely for tax purposes and solely with respect to the actions described in this Section 2.12, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as the Administrative Agent may notify the Borrower) (i) a record of ownership (the “Register”) in which the Administrative Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of the Administrative Agent and each Lender in the Term Loans, the Revolving Loans, and each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (ii) accounts in the Register in accordance with its usual practice in which it shall record (A) the names and addresses of the Lenders (and each change thereto pursuant to Section 2.16 and Section 11.2), (B) the amount of each Loan, and for Eurodollar Rate Loans, the Interest Period applicable thereto, (C) the amount of any principal or interest due and payable or paid, and (D) any other payment received by the Administrative Agent from the Borrower and its application to the Obligations.

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(c) Registered Obligations. Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Notes evidencing such Loans) are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 2.12 and Section 11.2 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any successor provisions).

(d) Prima Facie Evidence. The entries made in the Register and in the accounts maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable Requirements of Law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that no error in such account and no failure of any Lender or the Administrative Agent to maintain any such account shall affect the obligations of any Loan Party to repay the Loans in accordance with their terms. In addition, the Loan Parties, the Administrative Agent, and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower, the Administrative Agent or such Lender at any reasonable time and from time to time upon reasonable prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by the Administrative Agent.

(e) Notes. Upon any Lender’s request, the Borrower shall promptly execute and deliver Notes to such Lender evidencing the Loans of such Lender in the applicable Facility and substantially in the form of Exhibit B; provided, however, that only one Note for each Facility shall be issued to each Lender, except (i) to an existing Lender exchanging existing Notes to reflect changes in the Register relating to such Lender, in which case the new Notes delivered to such Lender shall be dated the date of the original Notes and (ii) in the case of loss, destruction or mutilation of existing Notes and similar circumstances. Each Note, if issued, shall only be issued as means to evidence the right, title or interest of a Lender or a registered assignee in and to the related Loan, as set forth in the Register, and in no event shall any Note be considered a bearer instrument or obligation.

Section 2.13 Suspension of Eurodollar Rate Option. Notwithstanding any provision to the contrary in this Article 2, the following shall apply:

(a) Interest Rate Unascertainable, Inadequate or Unfair. In the event that (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurodollar Rate is determined or (ii) the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period, the Administrative Agent shall promptly so notify the Borrower and the Lenders, whereupon the obligation of each Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until the Administrative Agent shall notify the Borrower that the Required Lenders have determined that the circumstances causing such suspension no longer exist.

(b) Illegality. If any Lender determines that the introduction of, or any change in or in the interpretation of, any Requirement of Law after the date of this Agreement shall make it unlawful, or any Governmental Authority shall assert that it is unlawful, for any Lender or its applicable lending office to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, the obligation of such Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until such Lender shall, through the Administrative Agent, notify the Borrower that it has determined that it may lawfully make Eurodollar Rate Loans.

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(c) Effect of Suspension. If the obligation of any Lender to make or to continue Eurodollar Rate Loans is suspended, (i) the obligation of such Lender to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended, (ii) such Lender shall make a Base Rate Loan at any time such Lender would otherwise be obligated to make a Eurodollar Rate Loan, (iii) the Borrower may revoke any pending Notice of Borrowing or Notice of Conversion or Continuation to make or continue any Eurodollar Rate Loan or to convert any Base Rate Loan into a Eurodollar Rate Loan and (iv) each Eurodollar Rate Loan of such Lender shall automatically and immediately (or, in the case of any suspension pursuant to clause (a) above, on the last day of the current Interest Period thereof) be converted into a Base Rate Loan.

Section 2.14 Breakage Costs; Increased Costs; Capital Requirements. (a) Breakage Costs. The Borrower shall compensate each Lender, upon demand from such Lender to such Borrower (with copy to the Administrative Agent), for all Liabilities (including, in each case, those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to prepare to fund, to fund or to maintain the Eurodollar Rate Loans of such Lender to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Lender may incur (i) to the extent, for any reason other than solely by reason of such Lender being a Non-Funding Lender, a proposed Borrowing, a conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation or in a similar request made by telephone by the Borrower, (ii) to the extent any Eurodollar Rate Loan is paid (whether through a scheduled, optional or mandatory prepayment) or converted to a Base Rate Loan (including because of Section 2.13) on a date that is not the last day of the applicable Interest Period or (iii) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof. For purposes of this clause (a), each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it using a matching deposit or other borrowing in the London interbank market.

(b) Increased Costs. If at any time any Lender determines that, after the date hereof, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Eurodollar Reserve Requirements) from any Governmental Authority shall have the effect of (i) increasing the cost to such Lender of making, funding or maintaining any Eurodollar Rate Loan or to agree to do so or of participating, or agreeing to participate, in extensions of credit or (ii) imposing any other cost to such Lender with respect to compliance with its obligations under any Loan Document, then, upon demand by such Lender (with copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such increased cost; provided, that Borrower has received notice of such event within 120 days of such event.

(c) Increased Capital Requirements. If at any time any Lender determines that, after the date hereof, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any imposition or increase of Eurodollar Reserve Requirements) from any Governmental Authority regarding capital adequacy, reserves, special deposits, compulsory loans, insurance charges against property of, deposits with or for the account of, Obligations owing to, or other credit extended or participated in by, any Lender or any similar requirement (in each case other than any imposition or increase of Eurodollar Reserve Requirements) shall have the effect of reducing the rate of return on the capital of such Lender’s (or any corporation controlling such Lender) as a consequence of its obligations under or with respect to any Loan Document to a level below that which, taking into account the capital adequacy policies of such Lender or corporation, such Lender or corporation could have achieved but for such adoption or change, then, upon demand from time to time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such reduction.

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(d) Compensation Certificate. Each demand for compensation under this Section 2.14 shall be accompanied by a certificate of the Lender claiming such compensation, setting forth the amounts to be paid hereunder, which certificate shall be conclusive, binding and final for all purposes, absent manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Section 2.15 Taxes. (a) Payments Free and Clear of Taxes. Except as otherwise provided in this Section 2.15, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, but excluding the taxes set forth in clauses (i) and (ii) below, the “Taxes”) other than for (i) taxes measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document) or (ii) taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law including changes to Requirements of Law which are not in effect until after the Closing Date) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below.

(b) Gross-Up. If any Taxes shall be required by law to be deducted from or in respect of any amount payable under any Loan Document to any Secured Party (i) such amount shall be increased as necessary to ensure that, after all required deductions for Taxes are made (including deductions applicable to any increases to any amount under this Section 2.15), such Secured Party receives the amount it would have received had no such deductions been made, (ii) the relevant Loan Party shall make such deductions, (iii) the relevant Loan Party shall timely pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable Requirements of Law and (iv) within 30 days after such payment is made, the relevant Loan Party shall deliver to the Administrative Agent an original or certified copy of a receipt evidencing such payment; provided, however, that no such increase shall be made with respect to, and no Loan Party shall be required to indemnify any such Secured Party pursuant to clause (d) below for, withholding taxes to the extent that the obligation to withhold amounts existed on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under this clause (b), except in each case to the extent such Secured Party is a direct or indirect assignee (other than pursuant to Section 2.16) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under this clause (b).

(c) Other Taxes. In addition, the Borrower agrees to pay, and authorizes the Administrative Agent to pay in its name, any stamp, documentary, excise or property tax, charges or similar levies imposed by any applicable Requirement of Law or Governmental Authority and all Liabilities with respect thereto (including by reason of any delay in payment thereof), in each case arising from the execution, delivery or registration of, or otherwise with respect to, any Loan Document or any transaction contemplated therein (collectively, “Other Taxes”). Within 30 days after the date of any payment of Taxes or Other Taxes by any Loan Party, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 11.11, the original or a certified copy of a receipt evidencing payment thereof.

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(d) Indemnification. The Borrower shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to the Administrative Agent), each Secured Party for all Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.15) paid by such Secured Party and any Liabilities arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. A certificate of the Secured Party (or of the Administrative Agent on behalf of such Secured Party) claiming any compensation under this clause (d), setting forth the amounts to be paid thereunder and delivered to the Borrower with copy to the Administrative Agent, shall be conclusive, binding and final for all purposes, absent manifest error. In determining such amount, the Administrative Agent and such Secured Party may use any reasonable averaging and attribution methods.

(e) Mitigation. Any Lender claiming any additional amounts payable pursuant to this Section 2.15 shall use its reasonable efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its lending office if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

(f) Tax Forms. (i) Each Non-U.S. Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (A) on or prior to the date such Non-U.S. Lender Party becomes a “Non-U.S. Lender Party” hereunder, (B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (i) and (D) from time to time if requested by the Borrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of each of the following, as applicable: (1) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) or any successor forms, (2) in the case of a Non-U.S. Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Administrative Agent that such Non-U.S. Lender Party is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code or (z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (3) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Loan Parties and the Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate.

(ii) Each U.S. Lender Party shall (A) on or prior to the date such U.S. Lender Party becomes a “U.S. Lender Party” hereunder, (B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (D) from time to time if requested by the Borrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form.

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(iii) Each Lender having sold a participation in any of its Obligations or identified an SPV as such to the Administrative Agent shall collect from such participant or SPV the documents described in this clause (f) and provide them to the Administrative Agent.

Section 2.16 Substitution of Lenders. (a) Substitution Right. In the event that any Lender in any Facility that is not an Affiliate of the Administrative Agent (an “Affected Lender”), (i) makes a claim under Section 2.14(b) or (c), (ii) notifies the Borrower pursuant to Section 2.13(b) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan in such Facility, (iii) makes a claim for payment pursuant to Section 2.15(b), (iv) becomes a Non-Funding Lender with respect to such Facility or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained but that requires the consent of other Lenders in such Facility, the Borrower may either pay in full such Affected Lender with respect to amounts due in such Facility with the consent of the Administrative Agent or substitute for such Affected Lender in such Facility any Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent (in each case, a “Substitute Lender”).

(b) Procedure. To substitute such Affected Lender or pay in full the Obligations owed to such Affected Lender under such Facility, the Borrower shall deliver a notice to the Administrative Agent and such Affected Lender. The effectiveness of such payment or substitution shall be subject to the delivery to the Administrative Agent by the Borrower (or, as may be applicable in the case of a substitution, by the Substitute Lender) of (i) payment for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effective date for such payment or substitution, all Obligations owing to such Affected Lender with respect to such Facility (including those that will be owed because of such payment and all Obligations that would be owed to such Lender if it was solely a Lender in such Facility), (ii) in the case of a payment in full of the Obligations owing to such Affected Lender in the Revolving Credit Facility, payment of any amount that, after giving effect to the termination of the Revolving Credit Commitment of such Affected Lender, is required to be paid pursuant to Section 2.6(d) and (iii) in the case of a substitution, (A) payment of the assignment fee set forth in Section 11.2(c) and (B) an assumption agreement in form and substance satisfactory to the Administrative Agent whereby the Substitute Lender shall, among other things, agree to be bound by the terms of the Loan Documents and with respect to the Revolving Credit Facility assume the Revolving Credit Commitment of the Affected Lender under such Facility.

(c) Effectiveness. Upon satisfaction of the conditions set forth in clause (b) above, the Administrative Agent shall record such substitution or payment in the Register, whereupon (i) in the case of any payment in full in the Revolving Credit Facility, such Affected Lender’s Revolving Credit Commitments in such Facility shall be terminated and (ii) in the case of any substitution in any Facility, (A) the Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and claims of such Affected Lender under the Loan Documents with respect to such Facility, except that the Affected Lender shall retain such rights expressly providing that they survive the repayment of the Obligations and the termination of the Revolving Credit Commitments, (B) the Substitute Lender shall become a “Lender” hereunder and, with respect to the Revolving Credit Facility, having a Revolving Credit Commitment in such Facility in the amount of such Affected Lender’s Revolving Credit Commitment in such Facility and (C) the Affected Lender shall execute and deliver to the Administrative Agent an Assignment to evidence such substitution and deliver any Note in its possession with respect to such Facility; provided, however, that the failure of any Affected Lender to execute any such Assignment or deliver any such Note shall not render such sale and purchase (or the corresponding assignment) invalid.

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ARTICLE 3
CONDITIONS TO LOANS AND LETTERS OF CREDIT

Section 3.1 Conditions Precedent to Effectiveness. The obligation of each Lender to exchange a portion of the Existing Obligations owing to it into its Term Loan hereunder as contemplated by the Plan and to make any Revolving Loan on the Closing Date is subject to the satisfaction or due waiver of each of the following conditions precedent:

(a) Approval by Lenders. This Agreement shall have been approved and executed by Lenders holding, in aggregate, at least 66 2/3% of the Existing Obligations.

(b) Certain Documents. The Administrative Agent shall have received each of the following, each dated the Closing Date unless otherwise agreed by the Administrative Agent, in form and substance satisfactory to the Administrative Agent and the Required Lenders:

(i) this Agreement duly executed by Holdings and the Borrower and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.12(e);

(ii) the Guaranty and Security Agreement, duly executed by each Guarantor, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings other than Permitted Liens and other documents with respect to the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Administrative Agent, (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank and (C) all Control Agreements that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution; provided that the condition in this clause (b)(ii)(C) shall be deemed satisfied if the Administrative Agent and the Borrower enter into a letter agreement setting forth conditions and terms for such Control Agreement to be executed after the Closing Date on terms satisfactory to the Administrative Agent;

(iii) Mortgages for each real property of the Loan Parties identified on Schedule 4.19 (except as may be reasonably agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto; provided that the condition in this clause (c)(iii) shall be deemed satisfied if the Administrative Agent and the Borrower enter into the letter agreement referred to in Section 4.19;

(iv) the Subordination Agreement duly executed by the Borrower, the Administrative Agent and the Subordinated Notes Agent;

(v) duly executed favorable opinions of counsel to the Loan Parties in New York, California, Illinois and Minnesota, each addressed to the Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may reasonably request; provided, however that subject to the consent of the Administrative Agent, opinions with respected to Minnesota law may be given by New York counsel on a limited and qualified basis so long as the Borrower agrees to deliver Minnesota counsel opinion within 5 Business Days of the Closing Date;

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(vi) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction and each other jurisdiction where such Loan Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates);

(vii) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (vi) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party;

(viii) a certificate of a Responsible Officer of the Borrower to the effect that (A) each condition set forth in Sections 3.1(d) and (f) has been satisfied, (B) both the Loan Parties taken as a whole and the Borrower are Solvent after giving effect to the Loans, the consummation of the Related Transactions and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto and (C) attached thereto are complete and correct copies of each Related Document;

(ix) insurance certificates in form and substance satisfactory to the Administrative Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; and

(x) such other documents and information as any Lender through the Administrative Agent may reasonably request.

(c) Fee and Expenses. There shall have been paid to the Administrative Agent, for the account of the Administrative Agent, its Related Persons or any Lender, as the case may be, all fees and all reimbursements of costs or expenses, in each case due and payable under any Loan Document on or before the Closing Date.

(d) Consents. Each Group Member shall have received all consents and authorizations required pursuant to any material Contractual Obligation with any other Person and shall have obtained all Permits of, and effected all notices to and filings with, any Governmental Authority including, without limitation, the FCC, in each case, as may be necessary in connection with the consummation of the transactions contemplated in any Loan Document or Related Document (including the Related Transactions).

(e) Confirmation Order and Related Transactions. The Administrative Agent shall have received evidence that the Confirmation Order is effective, in full force and effect, and is a “final order” as such term is defined in the Plan (which evidence shall include delivery of a certified copy of the Confirmation Order and the docket in the Initial Cases), and the Loan Parties party to such Initial Cases shall have emerged (or be simultaneously emerging) from such Initial Cases and have consummated (or shall be simultaneously consummating) the Plan in accordance with the terms thereof, and evidence that the conditions precedent to the effectiveness of the Plan have been (or are concurrently being) satisfied. The Related Transactions shall have been consummated (or shall simultaneously be consummated).

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(f) Representations and Warranties; No Defaults. The representations and warranties set forth in any Loan Document shall be true and correct on and as of the Closing Date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and no Default shall be continuing.

(g) Additional Matters. The Administrative Agent shall have received such additional documents and information as the Required Lenders, through the Administrative Agent, may reasonably request.

Section 3.2 Conditions Precedent to Each Revolving Loan. The obligation of each Revolving Credit Lender on any date (including the Closing Date) to make any Revolving Loan is subject to the satisfaction of each of the following conditions precedent:

(a) Request. The Administrative Agent shall have received, to the extent required by Article II, a written, timely and duly executed and completed Notice of Borrowing.

(b) Representations and Warranties; No Defaults. The following statements shall be true on such date, both before and after giving effect to such Revolving Loan: (i) the representations and warranties set forth in any Loan Document shall be true and correct (A) if such date is the Closing Date, on and as of such date and (B) otherwise, in all material respects on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and (ii) no Default shall be continuing.

The representations and warranties set forth in any Notice of Borrowing (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Revolving Loan and the acceptance of the proceeds thereof.

Section 3.3 Determinations of Satisfaction of Conditions Precedent. For purposes of determining compliance with the conditions specified in Section 3.1, each Lender shall be deemed to be satisfied with each document and each other matter required to be satisfactory to such Lender unless, prior to the Closing Date, the Administrative Agent receives notice from such Lender specifying such Lender’s objections and such Lender has not made available its Pro Rata Share of any Borrowing scheduled to be made on the Closing Date.

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ARTICLE 4
REPRESENTATIONS AND WARRANTIES

To induce the Lenders and the Administrative Agent to enter into the Loan Documents, each of Holdings and the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) represents and warrants to each of them each of the following: (a) on and as of the Closing Date (it being understood and agreed that the representations and warranties made on the Closing Date are deemed to be made concurrently with the consummation of the Related Transactions), (b) on and as of the date of consummation of any Permitted Acquisition, but in the instance under this clause (b), only with respect to the Proposed Acquisition Target (other than in respect of Sections 4.1, 4.2(a) and 4.22 which shall be made with respect to the Borrower and its Subsidiaries after giving effect to such Permitted Acquisition); provided that with respect to this clause (b), the Borrower shall be permitted to amend any Schedule as may be necessary to make the applicable representation and warranty true and correct as of such date and (c) as required pursuant to Section 3.2:

Section 4.1 Corporate Existence; Compliance with Law. Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, have a Material Adverse Effect, (c) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted except as would not, individually or in the aggregate, have a Material Adverse Effect, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not have a Material Adverse Effect and (f) has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits, make such filings or give such notices would not, in the aggregate, have a Material Adverse Effect.

Section 4.2 Loan and Related Documents. (a) Power and Authority. The execution, delivery and performance by each Loan Party of the Loan Documents and Related Documents to which it is a party and the consummation of the Related Transactions and other transactions contemplated therein (i) are within such Loan Party’s corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action (including, if applicable, consent of holders of its Securities), (ii) do not (A) contravene such Loan Party’s Constituent Documents, (B) violate any applicable material Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation of any Loan Party or any of its Subsidiaries (including other Related Documents or Loan Documents) other than those that would not, in the aggregate, have a Material Adverse Effect and are not created or caused by, or a conflict, breach, default or termination or acceleration event under, any Loan Document or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of its Subsidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person, other than (A) with respect to the Loan Documents and the filings required to perfect the Liens created by the Loan Documents and (B) those listed on Schedule 4.2 and that have been, or will be prior to the Closing Date, obtained or made, copies of which have been, or will be prior to the Closing Date, delivered to the Administrative Agent, and each of which on the Closing Date will be in full force and effect.

(b) Due Execution and Delivery. From and after its delivery to the Administrative Agent, each Loan Document and Related Document has been duly executed and delivered to the other parties thereto by each Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws limiting creditors’ rights generally or by equitable principles relating to enforceability.

(c) Related Documents. Each representation and warranty in each Related Document is true and correct in all material respects and no default, or event that, with the giving of notice or lapse of time or both, would constitute a default, has occurred thereunder.

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Section 4.3 Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable) on the Closing Date, the number outstanding and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower or Holdings. All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of Holdings, is owned beneficially and of record by a Group Member (or, in the case of the Borrower, by Holdings or, in the case of Holdings, by Parent) free and clear of all Liens other than the security interests created by the Loan Documents and, in the case of joint ventures, Permitted Liens. There are no Stock Equivalents with respect to the Stock of any Group Member or any Subsidiary of any Group Member or any joint venture of any of them. There are no Contractual Obligations or other understandings to which any Group Member, any Subsidiary of any Group Member or any joint venture of any of them is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Group Member or any such Subsidiary or joint venture.

Section 4.4 Financial Statements. (a) The Company has, to its knowledge, furnished the Administrative Agent, to its knowledge, true copies of the unaudited Consolidated balance sheets of Holdings as of March 31, 2010, and the related Consolidated statements of income, retained earnings and cash flows of Holdings for the three months then ended (i) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited Consolidated balance sheet of Holdings as at December 31, 2009 and the related Consolidated statements of income, retained earnings and cash flows of Holdings for the Fiscal Year then ended, and (ii) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments.

(b) Prior to the Closing Date, except as set forth in Schedule 4.4(b), Holdings had no property (other than, the Stock of the Borrower and Regent Broadcasting Management, LLC), liabilities or Contractual Obligations other than the Loan Documents and the Related Documents, liabilities or Contractual Obligations related to the Existing Obligations and immaterial liabilities or Contractual Obligations not to exceed $250,000, individually or in the aggregate.

(c) The Initial Projections have been prepared by the Borrower in light of the past operations of the Business and reflect projections for the five year period beginning on January 1, 2010 on a quarterly basis for the first year and on a year-by-year basis thereafter. As of the Closing Date, the Initial Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes to be reasonable and fair in light of conditions and facts known to the Borrower as of the Closing Date and reflect the good faith, reasonable and fair estimates by the Borrower of the future Consolidated financial performance of Holdings and the other information projected therein for the periods set forth therein.

(d) The unaudited Consolidated balance sheet of Holdings (the “Pro Forma Balance Sheet”) delivered to the Administrative Agent prior to the date hereof, has been prepared as of March 31, 2010 and reflects as of such date, on a Pro Forma Basis for the Related Transactions and the other transactions contemplated herein to occur on the Closing Date, the Consolidated financial condition of Holdings, and the assumptions expressed therein are reasonable based on the information available to Holdings and the Borrower at such date and on the Closing Date.

Section 4.5 Material Adverse Effect. Since the Closing Date, there have been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect.

Section 4.6 Solvency. After giving effect to (a) the Loans, (b) the consummation of the Related Transactions and the exchange of the Existing Obligations for the Loans, the Subordinated Notes and the Stock of Parent in each case as contemplated by the Plan and (c) the payment and accrual of all transaction costs in connection with the foregoing, both the Loan Parties taken as a whole and the Borrower are Solvent.

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Section 4.7 Litigation. Except as set forth in Schedule 4.7 there are no pending (or, to the knowledge of any Group Member, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting the Borrower or any of its Subsidiaries with, by or before any Governmental Authority other than those that cannot reasonably be expected to affect the Obligations, the Loan Documents, the Related Documents, the Related Transactions and the other transactions contemplated therein and would not, in the aggregate, have a Material Adverse Effect.

Section 4.8 Taxes. All federal income tax returns and material federal non-income, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. Except as provided on Schedule 4.8, no Tax Return is under audit or examination by any Governmental Authority and no notice of such an audit or examination or any assertion of any claim for Taxes has been given or made by any Governmental Authority. Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or, except as provided on Schedule 4.8, has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.

Section 4.9 Margin Regulations. The Borrower is not engaged in the business of extending credit for the purpose of, and no proceeds of any Loan or other extensions of credit hereunder will be used for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board) or extending credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of Regulation T, U or X of the Federal Reserve Board.

Section 4.10 No Burdensome Obligations; No Defaults. No Group Member is a party to any Contractual Obligation, no Group Member has Constituent Documents containing obligations, and, to the knowledge of any Group Member, there are no applicable Requirements of Law, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect. No Group Member (and, to the knowledge of each Group Member, no other party thereto) is in default under or with respect to any Contractual Obligation of any Group Member, other than those that would not, in the aggregate, have a Material Adverse Effect.

Section 4.11 Investment Company Act; Public Utility Holding Company Act. No Group Member is (a) an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940 or (b) a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company”, as each such term is defined and used in the Public Utility Holding Company Act of 2005.

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Section 4.12 Labor Matters. There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Group Member, threatened) against or involving any Group Member, except, for those that would not, in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 4.12, and except for changes that occur after the Closing Date from time to time and disclosed by the Borrower to the Administrative Agent in writing (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Group Member, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Group Member and (c) no such representative has sought certification or recognition with respect to any employee of any Group Member.

Section 4.13 ERISA. As of the consummation of any Permitted Acquisition, the schedule provided by the Borrower that separately identifies, (a) all Title IV Plans and (b) all Multiemployer Plans is a true and correct list. Except as would not have a Material Adverse Effect, each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code so qualifies. Except for those that would not, in the aggregate, have a Material Adverse Effect, (w) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (x) there are no existing or pending (or to the knowledge of any Group Member, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Group Member incurs or otherwise has or could have an obligation or any Liability, (y) no ERISA Event has occurred as of the Closing Date or is reasonably expected to occur and (z) no ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Section 4.14 Environmental Matters. Except as set forth on Schedule 4.14, (a) the operations of each Group Member are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (b) no Group Member is party to, and no Group Member and no real property currently (or to the knowledge of any Group Member previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Group Member, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice under or pursuant to any Environmental Law other than those that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Group Member and, to the knowledge of any Group Member, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property, (d) no Group Member has caused or suffered to occur a Release of Hazardous Materials at, to or from any real property of any Group Member and each such real property is free of contamination by any Hazardous Materials except for such Release or contamination that would not reasonably be expected to result in a Material Adverse Effect, (e) no Group Member (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations, or (ii) knows of any facts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under CERCLA or similar Environmental Laws, that, in the aggregate, would reasonably be expected to result in a Material Adverse Effect and (f) each Group Member has made available to the Administrative Agent copies of all existing environmental reports, reviews and audits and all documents pertaining to actual or potential material Environmental Liabilities, in each case to the extent such reports, reviews, audits and documents are in their possession, custody or control.

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Section 4.15 Intellectual Property. Each Group Member owns or licenses all Intellectual Property that is necessary for the operations of its businesses. To the knowledge of each Group Member, (a) the conduct and operations of the businesses of each Group Member does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest of any Group Member in, or relating to, any Intellectual Property, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein and would not, in the aggregate, have a Material Adverse Effect. In addition, (x) there are no pending (or, to the knowledge of any Group Member, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Group Member with respect to, (y) no judgment or order regarding any such claim has been rendered by any competent Governmental Authority, no settlement agreement or similar Contractual Obligation has been entered into by any Group Member, with respect to and (z) no Group Member knows or has any reason to know of any valid basis for any claim based on, any such infringement, misappropriation, dilution, violation or impairment or contest, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein and would not, in the aggregate, have a Material Adverse Effect.

Section 4.16 Title; Real Property. (a) Each Group Member has good and marketable fee simple title to all owned real property and valid leasehold interests in all leased real property, and owns all personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such property is subject to any Lien except Permitted Liens and such Liens as the Administrative Agent may reasonably approve.

(b) Except for changes that occur after the Closing Date from time to time as disclosed by the Borrower to the Administrative Agent in writing, set forth on Schedule 4.16 is, (i) a complete and accurate list of all real property owned in fee simple by any Group Member or in which any Group Member owns a leasehold interest setting forth, for each such real property, the current street address (including, where applicable, county, state and other relevant jurisdictions), the record owner thereof and, where applicable, each lessee and sublessee thereof, (ii) any lease, sublease, license or sublicense of such real property by any Group Member and (iii) for each such real property that the Administrative Agent has requested be subject to a Mortgage or that is otherwise material to the business of any Group Member, each Contractual Obligation by any Group Member, whether contingent or otherwise, to Sell such real property.

Section 4.17 Full Disclosure. The information prepared or furnished by or on behalf of any Group Member in connection with any Loan Document or Related Document (including the information contained in any Financial Statement) or the consummation of any Related Transaction or any other transaction contemplated therein, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances when made, not misleading; provided, however, that projections contained therein are not to be viewed as factual and that actual results during the periods covered thereby may differ from the results set forth in such projections by a material amount. All projections that are part of such information (including those set forth in any Projections delivered subsequent to the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein. All facts known to any Group Member and material to an understanding of the financial condition, business, property or prospects of the Group Member taken as one enterprise have been disclosed to the Lenders.

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Section 4.18 Patriot Act. No Group Member (and, to the knowledge of each Group Member, no joint venture or subsidiary thereof) is in violation in any material respects of any United States Requirements of Law relating to terrorism, sanctions or money laundering (the “Anti-Terrorism Laws”), including the United States Executive Order No. 13224 on Terrorist Financing (the “Anti-Terrorism Order”) and the Patriot Act.

Section 4.19 Mortgages. Except for changes that may be agreed to by the Administrative Agent, each Loan Party has executed and delivered to the Administrative Agent, Mortgages on the real estate set forth on Schedule 4.19 (in form and substance satisfactory to Agent) or, with respect to representations and warranties made on the Closing Date, a letter agreement setting forth conditions and terms for such Mortgages to be delivered together with all Mortgage Supporting Documents relating thereto within ninety days after the Closing Date on terms reasonably satisfactory to the Administrative Agent.

Section 4.20 Network Affiliation Agreements/Cable Franchise. (a) All Network Affiliation Agreements and Cable Franchise Agreements are set forth on Schedule 4.20 and each such Network Affiliation Agreement and Cable Franchise Agreement is in full force and effect and the Borrower has no knowledge of any pending amendments or threatened termination of any of the Network Affiliation Agreements or the Cable Franchise Agreements. The Cable Franchise Agreements set forth on Schedule 4.20 are all of the licenses, permits, permissions and other authorizations used or necessary for the Loan Parties and their Subsidiaries to operate the Cable Systems, and the Loan Parties and their Subsidiaries hold no licenses, permits, permissions or other authorizations issued by the FCC other than the Radio Station Licenses and FCC Licenses.

(b) The Loan Parties and their Subsidiaries have filed all cable television registration statements for the community units listed on Schedule 4.20, annual cumulative signal leakage index reports on FCC Form 320 and annual employment reports on FCC Form 395-A which are required to be filed by such Loan Parties and Subsidiaries under the Communications Laws, the Cable Act and other relevant communications laws and are in material compliance with such laws.

(c) To the extent that Borrower or its Subsidiaries owns or operates any Cable Systems, all frequencies used on the Cable Systems are within such restricted aeronautical and navigational bands (108-137 MHz and 225-400 MHz) have been authorized for such use by the FCC.

(d) To the extent that Borrower or its Subsidiaries owns or operates any Cable Systems, the Loan Parties and their Subsidiaries have paid all franchise, license, regulatory or other fees and charges which they have calculated in good faith as due to any Local Franchising Authority pursuant to any Cable Franchise Agreement and to the FCC pursuant to the Communications Laws. There is no inquiry, claim, action or demand pending or, to the knowledge of the Loan Parties and their Subsidiaries, threatened before any Local Franchising Authority or the FCC which questions the amounts that may be due under this subsection paid by the Loan Parties and their Subsidiaries pursuant to such Cable Franchise Agreements or the Communications Laws, as the case may be.

(e) To the extent that Borrower or its Subsidiaries owns or operates any Cable System, the Loan Parties and their Subsidiaries have deposited with the U.S. Copyright Office all statements of account and other documents and instruments and have paid to the extent due under this subsection all royalties, supplemental royalties, fees, interest assessments and other sums which they have calculated in good faith as due to the U.S. Copyright Office under the Copyright Act with respect to the ownership and operation of the Cable Systems as are required for such Loan Parties and Subsidiaries to obtain, hold and maintain the compulsory license for cable television systems prescribed in Section 111 of the Copyright Act. There is no inquiry, claim, action or demand pending or, to the knowledge of the Loan Parties and their Subsidiaries, threatened before the U.S. Copyright Office or from any other Person which questions the copyright filings or payments made by the Loan Parties and their Subsidiaries with respect to the Cable Systems.

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(f) Except as set forth on Schedule 4.20, each Cable System is in compliance with the provisions of the Cable Act as such provisions relate to the rates and other charges of the Cable Systems. The Loan Parties and their Subsidiaries are not subject to rate regulation by any Governmental Authority and have not received any correspondence indicating that this status may change in the future. The Loan Parties and their Subsidiaries have not made and are not bound by any election with respect to any cost of service proceeding conducted in accordance with Part 76.922 of Title 47 of the Code of Federal Regulations or any similar proceeding with respect to any of the Cable Systems.

(g) Except as set forth on Schedule 4.20, (i) no written notices or demands have been received from the FCC, from any television station, or from any other Person or Governmental Authority (A) challenging the right of the Cable Systems to carry the signal of any television broadcast station currently being carried by such Cable System or (B) claiming that any Cable System has failed to carry a television broadcast station required to be carried pursuant to the Cable Act, has failed to carry a television broadcast station on a channel designated by such station consistent with the requirements of the Cable Act, or has failed to negotiate in good faith with a television station pursuant to the FCC’s retransmission consent provisions; (ii) all necessary FAA and FCC approvals and registrations have been obtained with respect to the height and location of towers used in connection with the operation of the Cable Systems, and such towers are being operated in material compliance with the applicable FCC and FAA rules; and (iii) the Loan Parties and their Subsidiaries have not received, nor are the Loan Parties and their Subsidiaries bound by, any notice from any Governmental Authority with respect to an intention to enforce customer service standards pursuant to the Cable Act.

(h) Except with respect to general rulemakings and similar proceedings relating generally to the cable television industry, (i) there is no adverse judgment, decree or order issued against any of the Cable Systems or the Loan Parties and their Subsidiaries by the FCC or a Local Franchising Authority and (ii) there is no action, proceeding or investigation pending or, to the knowledge of any Loan Party, threatened by or before the FCC or any Local Franchising Authority against any of the Cable Systems, any Loan Party or any of their Subsidiaries.

Section 4.21 Radio Station Licenses and FCC Licenses. Except for changes that occur after the Closing Date from time to time as disclosed by the Borrower to the Administrative Agent in writing, Schedule 4.21 lists all Radio Station Licenses and the Loan Party that is the licensee of each such Station License. With respect to any Permitted Acquisition, as of the closing date of such Permitted Acquisition the applicable schedule delivered to the Administrative Agent lists all Radio Station Licenses and FCC Licenses, if any, of which the Proposed Acquisition Target is a licensee.

Section 4.22 FCC Rules and Regulations. (a) Except as set forth on Schedule 4.22, to the best knowledge of the Loan Parties, and after giving effect to any Permitted Acquisition, the operation of the businesses of the Borrower and its Subsidiaries complies and has complied in all material respects with the Communications Act of 1934, as amended, and the rules, orders, regulations and other applicable requirements of the FCC (including without limitation the FCC’s rules, regulations and published policies relating to the operation of transmitting and studio equipment) (collectively, the “Communications Laws”).

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(b) The Administrative Agent and the Lenders acknowledge that from the Closing Date until the grant and consummation of the FCC Long Form Applications, the Radio Station Licenses may be held by the Trust. The Radio Station Licenses are all of the material licenses, Permits, permissions and other authorizations used or necessary to operate the Radio Stations as currently operated by the Borrower and its Subsidiaries, and, following the grant and consummation of the FCC Long-Form Applications, all Radio Station Licenses shall be validly held in the name of the Borrower or one of its Subsidiaries or, in the case of those Radio Station Licenses or FCC Licenses being acquired in any Permitted Acquisition, an application has been made and is pending with the FCC for the granting of all necessary consents to the assignment of such Radio Station Licenses or FCC Licenses to the Borrower or certain of its Subsidiaries. Copies of all such Radio Station Licenses have been provided to the Administrative Agent and, to the extent acquired in a Permitted Acquisition all acquired Radio Station Licenses and FCC Licenses have been provided to the Administrative Agent prior to the consummation thereof. Except as set forth on Schedule 4.22, the Radio Station Licenses and FCC Licenses that have been issued are in full force and effect, are valid for the balance of the current license term, are unimpaired by any act or omissions of the Borrower, its Subsidiaries or any of their employees, agents, officers, directors or stockholders or to the best knowledge of Borrower, the current holders of licenses that are to be acquired in connection with any Permitted Acquisition, and are free and clear of any material restrictions that might limit the full operation of the Radio Stations or the Business operated by the Borrower and its Subsidiaries, and have been so unimpaired for the full current license term. Except as set forth on Schedule 4.22, there are no applications, proceedings or complaints pending or, to the Borrower’s best knowledge, threatened that may have a material adverse effect on the Business or operation of such Radio Stations (other than proceedings that apply to the communications industry generally). The Borrower is not aware of any reason why those of the Radio Station Licenses or FCC Licenses subject to expiration might not be renewed in the ordinary course or of any reason why any of the Radio Station Licenses or FCC Licenses might be revoked. No renewal of any Radio Station License or FCC Licenses would constitute a major federal action having a significant effect on the human environment under Section 1.1305 or 1.1307(b) of the FCC’s rules. All information contained in any pending applications for modification, extension or renewal of the Radio Station Licenses, FCC Licenses or other applications filed with the FCC by Borrower or any of its Subsidiaries is true, complete and accurate in all material respects. All information contained in any application for consent to assignment of licenses, an application for consent to transfer control of licenses or substantially similar applications filed with the FCC in connection with any Permitted Acquisition is true, complete and accurate in all material respects.

(c) None of the Loan Parties owns a daily newspaper or conducts any business other than the ownership, management, or operation of the Business.

(d) To the extent that Borrower or its Subsidiaries owns or operates any Cable Systems, except as set forth in Schedule 4.22, the Borrower and its Subsidiaries are in compliance with the FCC’s requirements for construction of digital television facilities for each of the television stations owned and operated by Borrower and its Subsidiaries.

(e) To the extent that Borrower or its Subsidiaries owns or operates any Cable Systems, the Borrower and its Subsidiaries have elected must-carry or retransmission consent for carriage of the television stations owned and operated by the Borrower and its Subsidiaries on cable and DBS systems (“MVPDs”) during the election cycle ending on October 1, 2008, and the television stations are carried by such MVPD in accordance with such elections except where the failure to do so would not have a Material Adverse Effect.

(f) To the extent that Borrower or its Subsidiaries owns or operates any Cable Systems, no MVPD has (i) advised the Borrower and its Subsidiaries of any signal quality or copyright indemnity or other obstacle to carriage of the television stations, (ii) declined or threatened to decline such carriage or failed to respond to a request for carriage or sought any form of relief from carriage from the FCC, or (iii) sought or obtained a modification to the geographic area in which any television station is eligible for must-carry or retransmission consent rights under the Cable Act.

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ARTICLE 5
FINANCIAL COVENANTS

Each of Holdings and the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders and the Administrative Agent to each of the following, as long as any Obligation remains outstanding (other than contingent indemnification obligations for claims not yet asserted):

Section 5.1 Maximum Consolidated Leverage Ratio. Holdings shall not have, on the last day of each Fiscal Quarter set forth below, a Consolidated Leverage Ratio greater than the maximum ratio set forth opposite such Fiscal Quarter:

	MAXIMUM CONSOLIDATED
FISCAL QUARTER ENDING	LEVERAGE RATIO
December 31, 2010		6.40 to 1
March 31, 2011		5.90 to 1
June 30, 2011		5.30 to 1
September 30, 2011		4.90 to 1
December 31, 2011		4.80 to 1
March 31, 2012		4.90 to 1
June 30, 2012		4.80 to 1
September 30, 2012		4.80 to 1
December 31, 2012		4.70 to 1
March 31, 2013		4.60 to 1
June 30, 2013 and thereafter		4.50 to 1

Section 5.2 Minimum Consolidated Fixed Charge Coverage Ratio. Holdings shall not have, on the last day of each Fiscal Quarter set forth below, a Consolidated Fixed Charge Coverage Ratio for the 4 Fiscal Quarter period ending on such day less than the minimum ratio set forth opposite such Fiscal Quarter:

FISCAL QUARTER ENDING	MINIMUM CONSOLIDATED FIXED CHARGE COVERAGE RATIO
December 31, 2010		1.75 to 1
March 31, 2011 and thereafter		1.85 to 1

Calculations under Sections 5.1 and Section 5.2 shall be made in accordance with Section 1.3(b).

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ARTICLE 6
REPORTING COVENANTS

Each of Holdings and the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders and the Administrative Agent to each of the following, as long as any Obligation remains outstanding (other than contingent indemnification obligations for claims not yet asserted):

Section 6.1 Financial Statements. The Borrower shall deliver to the Administrative Agent and the Administrative Agent shall deliver to the Lenders within 5 Business Days after receipt thereof, each of the following:

(a) Monthly Reports. As soon as available, and in any event within 30 days after the end of each of the first two fiscal months in each Fiscal Quarter and the month of December, the Consolidated unaudited balance sheet of Holdings as of the close of such fiscal month and related Consolidated statements of income and cash flow for such fiscal month and that portion of the Fiscal Year ending as of the close of such fiscal month, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year, in each case certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of Holdings as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments).

(b) Quarterly Reports. As soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year commencing with the Fiscal Quarter ending June 30, 2010, the Consolidated unaudited balance sheet of Holdings as of the close of such Fiscal Quarter and related Consolidated statements of income and cash flow for such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year and the figures contained in the latest Projections, in each case certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of Holdings as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments) and together with the delivery of the Quarterly Report as provided for in this clause (b) for the Fiscal Quarter ending June 30, 2010, a Quarterly Report for the Borrower for the Fiscal Quarter ending March 31, 2010 as the Borrower existed prior to the consummation of the Plan. Notwithstanding anything in the Loan Documents to the contrary, no Loan Party shall be deemed to have made any representation or warranty with respect to the Quarterly Report for the Fiscal Quarter ending March 31, 2010 or the Fiscal Quarter ending June 30, 2010.

(c) Annual Reports. As soon as available, and in any event within 120 days after the end of each Fiscal Year, the Consolidated balance sheet of Holdings as of the end of such year and related Consolidated statements of income, stockholders’ equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together with a certification by the Group Members’ Accountants that (i) such Consolidated Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of Holdings as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification or explanatory paragraphs as to the scope of the audit or as to going concern and without any other similar qualification and (ii) in the course of the regular audit of the businesses of the Group Members, which audit was conducted in accordance with the standards of the United States’ Public Company Accounting Oversight Board (or any successor entity), such Group Members’ Accountants have obtained no knowledge that a Default in respect of any financial covenant contained in Article 5 is continuing or, if in the opinion of the Group Members’ Accountants such a Default is continuing, a statement as to the nature thereof.

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(d) Compliance Certificate. Together with each delivery of any Financial Statement pursuant to clause (b) or (c) above, a Compliance Certificate duly executed by a Responsible Officer of the Borrower that, among other things, (i) if delivered together with any Financial Statement pursuant to clause (b) above with respect to the second Fiscal Quarter of each Fiscal Year (other than the Fiscal Quarter ended June 30, 2010) or clause (c) above, the calculations used in determining the applicable Excess Cash Flow, (ii) demonstrates compliance with each financial covenant contained in Article 5 to the extent applicable and (iii) states that no Default is continuing as of the date of delivery of such Compliance Certificate or, if a Default is continuing, states the nature thereof and the action that the Borrower proposes to take with respect thereto.

(e) Corporate Chart and Other Collateral Updates. As part of the Compliance Certificate delivered pursuant to clause (d) above, each in form and substance reasonably satisfactory to the Administrative Agent, a certificate by a Responsible Officer of the Borrower that (i) the Corporate Chart attached thereto (or the last Corporate Chart delivered pursuant to this clause (e)) is correct and complete as of the date of such Compliance Certificate, (ii) the Loan Parties have delivered all documents (including updated schedules as to locations of Collateral and acquisition of Intellectual Property or real property) they are required to deliver pursuant to any Loan Document on or prior to the date of delivery of such Compliance Certificate and (iii) complete and correct copies of all documents modifying any term of any Constituent Document of any Group Member or any Subsidiary or joint venture thereof on or prior to the date of delivery of such Compliance Certificate have been delivered to the Administrative Agent or are attached to such certificate.

(f) Additional Projections. As soon as available and in any event not later than 30 days after the end of each Fiscal Year, any significant revisions to, (i) the annual business plan of the Group Members for the Fiscal Year next succeeding such Fiscal Year and (ii) forecasts prepared by management of the Borrower for each Fiscal Quarter in such next succeeding Fiscal Year including in such forecasts (A) a projected year-end Consolidated balance sheet, income statement and statement of cash flows, (B) a statement of all of the material assumptions on which such forecasts are based and (C) substantially the same type of financial information as that contained in the Initial Projections.

(g) Management Discussion and Analysis. Together with each delivery of any monthly report pursuant to clause (a) above and any Compliance Certificate pursuant to clause (d) above, a discussion and analysis of the financial condition and results of operations of the Group Members for the portion of the Fiscal Year then elapsed and discussing the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the previous Fiscal Year.

(h) Intercompany Loan Balances. Together with each delivery of any Compliance Certificate pursuant to clause (d) above, a summary of the outstanding balances of all intercompany Indebtedness (other than intra day intercompany Indebtedness occurring as a result of automatic transfers) as of the last day of the Fiscal Quarter covered by such Financial Statement, certified as complete and correct by a Responsible Officer of the Borrower as part of the Compliance Certificate delivered in connection with such Financial Statements.

(i) Audit Reports, Management Letters, Etc. Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, copies of each management letter, audit report or similar letter or report received by any Group Member from any independent registered certified public accountant (including the Group Members’ Accountants) in connection with such Financial Statements or any audit thereof, each certified to be complete and correct copies by a Responsible Officer of the Borrower as part of the Compliance Certificate delivered in connection with such Financial Statements.

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(j) Insurance. Within 10 days after the delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, each in form and substance satisfactory to the Administrative Agent and certified as complete and correct by a Responsible Officer of the Borrower as part of the Compliance Certificate delivered in connection with such Financial Statements, a summary of all material insurance coverage maintained as of the date thereof by any Group Member, together with such other related documents and information as the Administrative Agent may reasonably require.

Section 6.2 Other Events. The Borrower shall give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly after any Responsible Officer of any Group Member knows or has reason to know of it: (a)(i) any Default and (ii) any event that would have a Material Adverse Effect, specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in connection therewith, (b) any event (other than any event involving loss or damage to property) reasonably expected to result in a mandatory payment of the Obligations pursuant to Section 2.6, stating the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof, (c) the commencement of, or any material developments in, any action, investigation, suit, proceeding, audit, claim, demand, order or dispute with, by or before any Governmental Authority affecting any Group Member or any property of any Group Member that (i) seeks injunctive or similar relief, (ii) in the reasonable judgment of the Borrower, exposes any Group Member to liability in an aggregate amount in excess of $750,000 or (iii) if adversely determined would have a Material Adverse Effect and (d) the acquisition of any material real property or the entering into any material lease.

Section 6.3 Copies of Notices and Reports. The Borrower shall promptly deliver to the Administrative Agent copies of each of the following: (a) all reports that Holdings transmits to its security holders generally, (b) all documents that any Group Member files with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any securities exchange or any Governmental Authority exercising similar functions, (c) all press releases not made available directly to the general public, (d) all documents transmitted or received pursuant to, or in connection with, any Related Document and (e) any material document transmitted or received pursuant to, or in connection with, any Contractual Obligation governing Indebtedness of any Group Member.

In addition to the above, the Borrower shall deliver to the Administrative Agent, or instruct the Trust to deliver to the Administrative Agent, as the case may be, as soon as practicable, and in any event (a) within ten (10) days after the issuance, filing or receipt thereof, (i) copies of any order or notice of the FCC, any Governmental Authority or a court of competent jurisdiction which designates any Radio Station License or FCC License, or any application therefor, for a hearing or which refuses renewal or extension of, or revokes or suspends the authority of the Borrower or any of its Subsidiaries to operate a broadcast station or the authority of any broadcast station to which the Borrower or any Subsidiaries provides services under a local marketing agreement to operate, and (ii) any citation, Notice of Violation or Order to Show Cause issued by the FCC or other Governmental Authority or any material complaint filed by or with the FCC or other Governmental Authority, or a petition to deny any application, in each case with respect to the Borrower or any of its Subsidiaries, (iii) a copy of any notice or application by the Borrower of any of its Subsidiaries requesting authority to cease broadcasting on any broadcast station for any period in excess of five (5) days and (iv) a copy of each Cumulative Leakage Report filed by the Borrowers or any of their Subsidiaries to the extent applicable; (b) within 30 days of its due date for filing with the FCC, duplicate copies of each FCC form 323 (or any comparable form which may be substitute therefor by the FCC) filed with the FCC with respect to each broadcast station owned by the Borrower or any of its Subsidiaries; and (c) within two (2) Business Days after receipt thereof, (i) copies of all Network Affiliation Agreements and amendments thereto and (ii) copies of all Cable Franchise Agreements and amendments thereto.

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Section 6.4 Taxes. The Borrower shall give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly after any Responsible Officer of any Group Member knows or has reason to know of it: (a) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (b) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect.

Section 6.5 Labor Matters. The Borrower shall give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing), promptly after, and in any event within 30 days after any Responsible Officer of any Group Member knows or has reason to know of it: (a) the commencement of any material labor dispute to which any Group Member is or may become a party, including any strikes, lockouts or other disputes relating to any of such Person’s plants and other facilities and (b) the incurrence by any Group Member of any Worker Adjustment and Retraining Notification Act or related or similar liability incurred with respect to the closing of any plant or other facility of any such Person (other than, in the case of this clause (b), those that would not, in the aggregate, have a Material Adverse Effect).

Section 6.6 ERISA Matters. To the extent any of the following would reasonably be expected to have a Material Adverse Effect, the Borrower shall give the Administrative Agent (a) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (b) promptly, and in any event within 10 days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto.

Section 6.7 Environmental Matters. (a) The Borrower shall provide the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed by the Administrative Agent in writing) promptly after any Responsible Officer of any Group Member knows or has reason to know of it (and, upon reasonable request of the Administrative Agent, documents and information in connection therewith): (i)(A) unpermitted Releases, (B) the receipt by any Group Member of any notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in Environmental Liabilities in excess of $500,000, (ii) the receipt by any Group Member of notification that any property of any Group Member is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iii) any proposed acquisition or lease of real property (except as part of any Permitted Acquisition) if such acquisition or lease would have a reasonable likelihood of resulting in aggregate Environmental Liabilities in excess of $500,000.

(b) Upon request of the Administrative Agent, the Borrower shall provide the Administrative Agent a report containing an update as to the status of any environmental, health or safety compliance, hazard or liability issue identified in any document delivered to any Secured Party pursuant to any Loan Document or as to any condition reasonably believed by the Administrative Agent to result in Material Environmental Liabilities.

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Section 6.8 Other Information. The Borrower shall provide the Administrative Agent with such other documents and information with respect to the business, property, condition (financial or otherwise), legal, financial or corporate or similar affairs or operations of any Group Member as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

ARTICLE 7
AFFIRMATIVE COVENANTS

Each of Holdings and the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders and the Administrative Agent to each of the following, as long as any Obligation remains outstanding (other than contingent indemnification obligations for claims not yet asserted):

Section 7.1 Maintenance of Corporate Existence. Each Group Member shall (a) preserve and maintain its legal existence, except in the consummation of transactions expressly permitted by Sections 8.4 and 8.7, and (b) preserve and maintain it rights (charter and statutory), privileges franchises and Permits necessary or desirable in the conduct of its business, except, in the case of this clause (b), where the failure to do so would not, in the aggregate, have a Material Adverse Effect.

Section 7.2 Compliance with Laws, Etc. Each Group Member shall comply with all applicable Requirements of Law, Contractual Obligations and Permits, except for such failures to comply that would not, in the aggregate, have a Material Adverse Effect.

Section 7.3 Payment of Obligations. Each Group Member shall pay or discharge before they become delinquent (a) all material claims, taxes, assessments, charges and levies imposed by any Governmental Authority and (b) all other lawful claims that if unpaid would, by the operation of applicable Requirements of Law, become a Lien upon any property of any Group Member, except, in each case, for those whose amount or validity is being contested in good faith by proper proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Group Member in accordance with GAAP.

Section 7.4 Maintenance of Property. Each Group Member shall maintain and preserve (a) in good working order and condition all of its property necessary in the conduct of its business and (b) all rights, permits, licenses, approvals and privileges (including all Permits) necessary, used or useful, whether because of its ownership, lease, sublease or other operation or occupation of property or other conduct of its business, and shall make all necessary or appropriate filings with, and give all required notices to, Government Authorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) above that would not, in the aggregate, have a Material Adverse Effect.

Section 7.5 Maintenance of Insurance. Each Group Member shall (a) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the property and businesses of the Group Members (including policies of life, fire, theft, product liability, public liability, Flood Insurance, property damage, other casualty, employee fidelity, workers’ compensation, business interruption and employee health and welfare insurance (it being understood and agreed that the Group Members shall be permitted to self-insure for medical and dental benefits) with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of the Borrower) of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the size and character of the business of the Group Members and (b) cause all such insurance relating to any property or business of any Loan Party to name the Administrative Agent on behalf of the Secured Parties as additional insured or loss payee, as appropriate, and to provide that no cancellation, material addition in amount or material change in coverage shall be effective until after 45 days’ notice (or such shorter time period as maybe agreed to by the Administrative Agent) thereof to the Administrative Agent. Notwithstanding the requirement in clause (a) above, Federal Flood Insurance shall not be required for real property not located in a Special Flood Hazard Area.

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Section 7.6 Keeping of Books. The Group Members shall keep proper books of record and account, in which full, true and correct entries shall be made in accordance with GAAP and all other applicable Requirements of Law of all financial transactions and the assets and business of each Group Member.

Section 7.7 Access to Books and Property. Each Group Member shall permit the Administrative Agent, the Lenders and any Related Person of any of them, as often as reasonably requested (but not more than two times during any calendar year unless there has occurred a default); and provided, however, (a) the Group Member shall not be required to pay the expenses of more than two such visits and inspections in the aggregate during any calendar year unless an Event of Default has occurred and is continuing, (b) each Lender shall at all times coordinate with the Administrative Agent the frequency and timing of any such visits and inspections so as to reasonably minimize the burden imposed on the Group Member), at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (i) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (ii) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (iii) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member. Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Administrative Agent, the Lenders and their Related Persons and to disclose to the Administrative Agent, the Lenders and their Related Persons all financial statements and other documents and information as they might have and the Administrative Agent or any Lender reasonably requests with respect to any Group Member.

Section 7.8 Environmental. Each Group Member shall comply with, and maintain its real property, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance or that is required by orders and directives of any Governmental Authority) except for failures to comply that would not, in the aggregate, have a Material Adverse Effect. Without limiting the foregoing, if an Event of Default is continuing or if the Administrative Agent at any time has a reasonable basis to believe that there exist violations of Environmental Laws by any Group Member or that there exist any Environmental Liabilities, in each case, that would have, in the aggregate, a Material Adverse Effect, then each Group Member shall, promptly upon receipt of request from the Administrative Agent, cause the performance of, and allow the Administrative Agent and its Related Persons access to such real property for the purpose of conducting, such environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Administrative Agent may from time to time reasonably request. Such audits, assessments and reports, to the extent not conducted by the Administrative Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative Agent.

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Section 7.9 Local Service. If for any reason, upon commencement by a DBS provider of “local-into-local” service within the geographic market served by any of Borrower’s or its Subsidiaries’ television stations, such television station is not automatically entitled to carriage, pursuant to an agreement with a DBS provider, then Borrower and the appropriate Subsidiary shall timely elect carriage on such DBS system.

Section 7.10 Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), each Group Member shall, promptly, do each of the following, unless otherwise agreed by the Administrative Agent:

(a) deliver to the Administrative Agent such modifications to the terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to ensure the following:

(i) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and

(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in all of its property, including all of its Stock and Stock Equivalents and other Securities, as security for the Obligations of such Loan Party;

provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall a security interest be required to be granted on any personal property of the type (including Radio Station Licenses or FCC Licenses) not required to be granted on the Closing Date;

(b) deliver to the Administrative Agent all documents representing all Stock, Stock Equivalents and other Securities pledged pursuant to the documents delivered pursuant to clause (a) above, together with undated powers or endorsements duly executed in blank;

(c) upon request of the Administrative Agent, deliver to it (i) an appraisal complying with FIRREA, (ii) within forty-five days of receipt of notice from Agent that real property of the Loan Parties is located in a Special Flood Hazard Area, Federal Flood Insurance or private flood insurance, as applicable as required by Section 7.5, and (iii) a Mortgage on any real property towers owned by any Loan Party which has Station Revenues of $1,000,000 or more (unless otherwise agreed to by the Administrative Agent), together with all Mortgage Supporting Documents relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Administrative Agent to obtain the equivalent in such jurisdiction of a first-priority mortgage on such real property);

(d) to take all other actions necessary or advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent), including the filing of UCC financing statements in such jurisdictions as may be required by the Loan Documents or applicable Requirements of Law or as the Administrative Agent may otherwise reasonably request; and

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(e) deliver to the Administrative Agent legal opinions relating to the matters described in this Section 7.10, which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to, the Administrative Agent.

Section 7.11 Deposit Accounts; Securities Accounts and Cash Collateral Accounts. Each Group Member shall (a) deposit all of its cash in deposit accounts that are Controlled Deposit Accounts, provided, however, that each Group Member may maintain zero-balance accounts for the purpose of managing local disbursements and may maintain payroll, withholding tax and other fiduciary accounts; and (b) deposit all of its Cash Equivalents in securities accounts that are Controlled Securities Accounts, in each case except for cash and Cash Equivalents the aggregate value of which does not exceed $1,000,000 at any time.

Section 7.12 License Subsidiaries. All Radio Station Licenses and FCC Licenses currently held by a License Subsidiary or acquired after the date hereof through a Permitted Acquisition or otherwise shall be held by one or more License Subsidiaries (and any License Subsidiary may own more than one Radio Station License or FCC License). Borrower shall cause each License Subsidiary to (a) observe all customary corporate, company or partnership formalities regarding its legal existence, (b) not commingle its properties with those of its Affiliates or any other Person, (c) accurately maintain its own bank accounts and separate books and records in accordance with GAAP, (d) pay its own liabilities from its own separate assets, (e) not make loans to or assume or guaranty the obligations of any Person (other than pursuant to the Guaranties) and (f) otherwise be operated in such a manner that the separate legal existence of such License Subsidiary will not be disregarded in any insolvency or other legal proceeding.

Section 7.13 Radio Station Licenses and FCC Licenses. Borrower and each of its Subsidiaries shall at all times maintain the Radio Station Licenses and FCC Licenses and all other licenses, Permits, permissions and other authorizations used or necessary to operate the Radio Stations or Business as operated from time to time by the Borrower and its Subsidiaries.

Section 7.14 Use of Proceeds. The proceeds of Revolving Loans shall be used by the Borrower (and, to the extent distributed to them by the Borrower, each other Group Member) solely (a) to consummate the Related Transactions and for the payment of related transaction costs, fees and expenses, (b) for the payment of transaction costs, fees and expenses incurred in connection with the Loan Documents and the transactions contemplated therein and (c) for working capital and general corporate and similar purposes.

ARTICLE 8
NEGATIVE COVENANTS

Each of Holdings and the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders and the Administrative Agent to each of the following, as long as any Obligation remains outstanding (other than contingent indemnification obligations for claims not yet asserted):

Section 8.1 Indebtedness. No Group Member shall, directly or indirectly, incur or otherwise remain liable with respect to or responsible for, any Indebtedness except for the following:

(a) the Obligations;

(b) Indebtedness existing on the date hereof and set forth on Schedule 8.1, together with any Permitted Refinancing of any Indebtedness permitted hereunder in reliance upon this clause (b);

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(c) Indebtedness consisting of Capitalized Lease Obligations (other than with respect to a lease entered into as part of a Sale and Leaseback Transaction) and purchase money Indebtedness, in each case incurred by any Group Member (other than Holdings) to finance the acquisition, repair, improvement or construction of fixed or capital assets of such Group Member, together with any Permitted Refinancing of any Indebtedness permitted hereunder in reliance upon this clause (c); provided, however, that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed $1,000,000 at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed, whether directly or through a Permitted Refinancing, with such Indebtedness (each measured at the time such acquisition, repair, improvement or construction is made);

(d) intercompany loans owing to any Group Member and constituting Permitted Investments of such Group Member;

(e) obligations under Hedging Agreements which are rate cap agreements (for legitimate business purposes that are satisfactory to the Administrative Agent) for a maximum notional amount of 50% of the Term Loans and having maturity dates not later than the Term Loan Maturity Date;

(f) Guaranty Obligations of any Group Member with respect to Indebtedness of any Group Member other than Holdings (other than Indebtedness permitted hereunder in reliance upon clause (b) or (c) above, for which Guaranty Obligations may be permitted to the extent set forth in such clauses);

(g) Indebtedness of the Borrower owing under the Subordinated Notes pursuant to the Subordinated Notes Agreement and Permitted Refinancings thereof; provided, however, that the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 (excluding the amount of any capitalized interest thereon) at any time and provided, further, that if the Permitted Investors provide any such Permitted Refinancing, they shall offer to all Lenders in a reasonable time frame and manner, an opportunity to participate in such Permitted Refinancing in an amount equal to such Lender’s Pro Rata Share multiplied by the aggregate principal amount of such Permitted Refinancing. Nothing herein shall obligate any Lender to participate in such Permitted Refinancing and any Lender participation shall be at the sole discretion of such Lender;

(h) Indebtedness that is acquired in a Permitted Acquisition; provided, that such Indebtedness existed at the time such Permitted Acquisition is consummated and is not created in contemplation of or in connection with such Permitted Acquisition, and Permitted Refinancings thereof; and provided, further that the aggregate principal amount of Indebtedness permitted under this Section 8.1(h) shall not exceed $2,000,000 at any one time outstanding;

(i) contingent liabilities in respect of any indemnification obligation, adjustment of purchase price or similar obligation of the applicable Loan Party incurred in connection with the consummation of a Permitted Acquisition; and

(j) any unsecured Indebtedness of any Group Member; provided, however, that the aggregate outstanding principal amount of all such unsecured Indebtedness shall not exceed $500,000 at any time.

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Section 8.2 Liens. No Group Member shall incur, maintain or otherwise suffer to exist any Lien upon or with respect to any of its property, whether now owned or hereafter acquired, or assign any right to receive income or profits, except for the following:

(a) Liens created pursuant to any Loan Document;

(b) Customary Permitted Liens of Group Members;

(c) Liens existing on the date hereof and set forth on Schedule 8.2;

(d) Liens on the property of the Borrower or any of its Subsidiaries securing Indebtedness permitted hereunder in reliance upon Section 8.1(c); provided, however, that (i) such Liens exist prior to the acquisition of, or attach substantially simultaneously with, or within 90 days after, the acquisition, repair, improvement or construction of, such property financed, whether directly or through a Permitted Refinancing, by such Indebtedness and (ii) such Liens do not extend to any property of any Group Member other than the property (and proceeds thereof) acquired or built, or the improvements, repairs, additions, attachments, accessions and accessions thereto and replacements and substitutions therefor financed, whether directly or through a Permitted Refinancing, by such Indebtedness; and

(e) Liens on the property of the Borrower or any of its Subsidiaries securing the Permitted Refinancing of any Indebtedness secured by any Lien on such property permitted hereunder in reliance upon clause (c) or (d) above or this clause (e) without any change in the property subject to such Liens.

Section 8.3 Investments. No Group Member shall make or maintain, directly or indirectly, any Investment except for the following:

(a) Investments existing on the date hereof and set forth on Schedule 8.3;

(b) Investments in cash and Cash Equivalents;

(c) (i) endorsements for collection or deposit in the ordinary course of business consistent with past practice, (ii) extensions of trade credit (other than to Affiliates of the Borrower) arising or acquired in the ordinary course of business and (iii) Investments received in settlements in the ordinary course of business of such extensions of trade credit or owing to any Group Member as a result of insolvency proceedings involving an account debtor or upon foreclosure or enforcement of any Lien in favor of a Group Member;

(d) Investments made as part of a Permitted Acquisition;

(e) Investments by (i) any Loan Party (other than Holdings), in any other Loan Party (other than Holdings) and (ii) any Group Member that is not a Loan Party in any Group Member (other than Holdings) or in any joint venture provided that any Investment consisting of loans or advances to any Loan Party pursuant to clause (ii) above, shall be subordinated in full to the payment of the Obligations of such Loan Party on terms and conditions satisfactory to the Administrative Agent);

(f) loans or advances to employees of the Borrower or any of its Subsidiaries to finance travel, entertainment and relocation expenses and other ordinary business purposes in the ordinary course of business as presently conducted; provided, however, that the aggregate outstanding principal amount of all loans and advances permitted pursuant to this clause (f) shall not exceed $100,000 at any time;

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(g) Investments by the applicable Group Members in the assets of the Trust pursuant to and in accordance with the terms of the Plan and the Independent Trust Agreement;

(h) Investments in the form of advances or prepayments to suppliers or other vendors made in the ordinary course of business consistent with the Borrower’s and its Subsidiaries’ prior customary business practices;

(i) Investments required, if any, pursuant to the terms of the Divestiture Trust Agreement; and

(j) any other Investment by the Borrower or any of its Subsidiaries; provided, however, that the aggregate outstanding amount of all such Investments shall not exceed $1,000,000 at any time.

Section 8.4 Asset Sales. No Group Member shall Sell any of its property (other than cash) or issue shares of its own Stock, except for the following:

(a) In each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of the Borrower, (i) Sales of Cash Equivalents, inventory or property that has become obsolete or worn out and (ii) non-exclusive licenses of Intellectual Property;

(b) a true lease or sublease of real property not constituting Indebtedness and not entered into as part of a Sale Leaseback Transaction;

(c) (i) any Sale of any property (other than their own Stock or Stock Equivalents) by any Group Member (other than Holdings) to any other Group Member (other than Holdings) to the extent any resulting Investment constitutes a Permitted Investment, (ii) any Restricted Payment by any Group Member (other than Holdings) permitted pursuant to Section 8.5 and (iii) any distribution by Holdings of the proceeds of Restricted Payments from any other Group Member to the extent permitted in Section 8.5;

(d) (i) any Sale or issuance by Holdings of its own Stock to Parent, (ii) any Sale or issuance by the Borrower of its own Stock to Holdings, (iii) any Sale or issuance by any Subsidiary of the Borrower of its own Stock to any Group Member (other than Holdings), provided, however, that the proportion of such Stock and of each class of such Stock (both on an outstanding and fully-diluted basis) held by the Loan Parties (other than Holdings), taken as a whole, does not change as a result of such Sale or issuance and (iv) to the extent necessary to satisfy any Requirement of Law in the jurisdiction of incorporation of any Subsidiary of the Borrower, any Sale or issuance by such Subsidiary of its own Stock constituting directors’ qualifying shares or nominal holdings;

(e) transfer of the Radio Station Licenses, FCC Licenses and PUC Certificates to a License Subsidiary pursuant to Section 7.12;

(f) pursuant to the terms of the Independent Trust Agreement, the assignment of the Trust Assets (as defined in the Independent Trust Agreement) to the independent trust and any Sale, assignment or transfer of such Trust Assets out of such independent trust to any qualified third party or to the divestiture trust pursuant to the terms of the Independent Trust Agreement;

(g) pursuant to the terms of the Divestiture Trust Agreement, the assignment of the Station Assets (as defined in the Divestiture Trust Agreement) to such divestiture trust, and any sale, assignment or transfer of such Station Assets out of the divestiture trust to any qualified third party; and

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(h) as long as no Default is continuing or would result therefrom, (i) Radio Swap Transactions and (ii) any other Sale of property (other than as part of a Sale and Leaseback Transaction) of, or Sale or issuance of its own Stock by, any Group Member (other than Holdings) for fair market value payable in cash upon such sale; provided, however, that the aggregate consideration received for all Sales pursuant to clause (ii) shall not exceed $10,000,000.

Section 8.5 Restricted Payments. No Group Member shall directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment except for the following:

(a) (i) Restricted Payments (A) by any Group Member that is a Loan Party to any Loan Party and (B) by any Group Member that is not a Loan Party to any Group Member and (ii) dividends and distributions by any Subsidiary of the Borrower that is not a Loan Party to any holder of its Stock, to the extent made to all such holders ratably according to their ownership interests in such Stock;

(b) dividends and distributions declared and paid on the common Stock of any Group Member ratably to the holders of such common Stock and payable only in common Stock of such Group Member; and

(c) cash dividends on the Stock of Holdings to Parent paid and declared solely for the purpose of funding the following:

(i) without duplication payments by Parent in respect of taxes owing by Parent in respect of the Group Members, payments by Parent in respect of premiums for director and officer liability insurance to the extent attributable and allocable to Holdings and its Subsidiaries and not to any other Subsidiaries of Parent, and payments by Parent in respect of indemnity payments permitted hereunder, relating to claims directly attributable to Holdings and its Subsidiaries and not to any other Subsidiaries of Parent but only to the extent not covered by insurance;

(ii) ordinary operating expenses of Parent; provided, however, that the amount of such cash dividends paid in any Fiscal Year shall not exceed $750,000 in the aggregate; and

(iii) the redemption, purchase or other acquisition or retirement for value by Parent of its common Stock (or Stock Equivalents with respect to its common Stock) (A) from any present or former employee, director or officer (or the assigns, estate, heirs or current or former spouses thereof) of any Group Member upon the death, disability or termination of employment of such employee, director or officer; provided, however, that the amount of such cash dividends, distributions or other cash payments paid in any Fiscal Year shall not exceed $500,000 in the aggregate or (B) from any other Person; provided, however, that the amount of such cash dividends, distributions or other cash payments paid in any Fiscal Year in reliance upon this clause (B) shall not exceed $500,000 in the aggregate;

provided, however, that no action that would otherwise be permitted hereunder in reliance upon this clause (c)(iii) shall be permitted if (A) a Default is then continuing or would result therefrom or (B) such action is otherwise prohibited under any Loan Document or under the terms of any Indebtedness (other than the Obligations) of any Group Member.

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Section 8.6 Prepayment of Indebtedness. No Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness; provided, however, that each Group Member may, to the extent otherwise permitted by the Loan Documents, do each of the following:

(a) (i) prepay the Obligations and (ii) consummate a Permitted Refinancing;

(b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (i) in the case of any Group Member that is not a Loan Party, any Indebtedness owing by such Group Member to any other Group Member (other than Holdings) and (ii) otherwise, any Indebtedness owing to any Loan Party (other than Holdings); and

(c) make regularly scheduled or otherwise required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower) but only, in the case of Subordinated Debt, to the extent permitted by the subordination provisions thereof, including, without limitation, the terms of the Subordination Agreement.

Section 8.7 Fundamental Changes. No Group Member shall (a) merge, consolidate or amalgamate with any Person, (b) create any new Subsidiary or acquire all or substantially all of the Stock or Stock Equivalents of any Person or (c) acquire any brand or all or substantially all of the assets of any Person or all or substantially all of the assets constituting any line of business, division, branch, operating division or other unit operation of any Person, in each case except for the following: (i) to consummate any Permitted Acquisition, (ii) the merger, consolidation or amalgamation of any Subsidiary of the Borrower into any Loan Party (other than Holdings) and (iii) the merger, consolidation or amalgamation of any Group Member (other than Holdings) for the sole purpose, and with the sole material effect, of changing its State of organization within the United States; provided, however, that (A) in the case of any merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving Person and (B) in the case of any merger, consolidation or amalgamation involving any other Loan Party, a Loan Party shall be the surviving corporation and all actions required to maintain the perfection of the Lien of the Administrative Agent on the Stock or property of such Loan Party shall have been made.

Section 8.8 Change in Nature of Business. (a) No Group Member (other than Holdings) shall carry on any business, operations or activities (whether directly, through a joint venture, in connection with a Permitted Acquisition or otherwise) other than the Business.

(b) Holdings shall not engage in any business, operations or activity, or hold any property, other than (i) holding Stock and Stock Equivalents of the Borrower and Regent Broadcasting Management, LLC (ii) issuing, selling and redeeming its own Stock, (ii) paying taxes, (iii) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities required to maintain its separate corporate or other legal structure, (iv) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Stock and Stock Equivalents, (v) receiving, and holding proceeds of, Restricted Payments from the Borrower and its Subsidiaries and distributing the proceeds thereof to the extent permitted in Section 8.5, (vi) as necessary to consummate any Permitted Acquisition, (vii) as disclosed on Schedule 4.4(b) and (viii) immaterial liabilities or Contractual Obligations not covered in clauses (i)-(vii) above, in an amount not to exceed $250,000, individually or in the aggregate.

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Section 8.9 Transactions with Affiliates. No Group Member shall, except as otherwise expressly permitted herein, enter into any other transaction directly or indirectly with, or for the benefit of, any Affiliate of the Borrower that is not a Loan Party (including Guaranty Obligations with respect to any obligation of any such Affiliate), except for (a) transactions in the ordinary course of business on a basis no less favorable to such Group Member as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Borrower, (b) Restricted Payments, the proceeds of which, if received by Parent, are used as required by Section 8.5, (c) reasonable salaries and other reasonable director or employee compensation to officers and directors of any Group Member other than directors who are Affiliates of Oaktree, and customary indemnification of officers and directors of any Group Member and (d) Investments permitted by Section 8.3(g) or (i), transactions permitted by Section 8.4(e), (f) or (g), and (e) the Related Transactions and the other transactions specifically set forth in the Plan.

Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments. No Group Member shall incur or otherwise suffer to exist or become effective or remain liable on or responsible for any Contractual Obligation limiting the ability of (a) any Subsidiary of the Borrower to make Restricted Payments to, or Investments in, or repay Indebtedness or otherwise Sell property to, any Group Member (other than Holdings) or (b) any Group Member to incur or suffer to exist any Lien upon any property of any Group Member, whether now owned or hereafter acquired, securing any of its Obligations (including any “equal and ratable” clause and any similar Contractual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such property or any other property), except, for each of clauses (a) and (b) above, (i) pursuant to the Loan Documents and (ii) limitations on Liens (other than those securing any Obligation) on any property whose acquisition, repair, improvement or construction is financed by purchase money Indebtedness, Capitalized Lease Obligations or Permitted Refinancings permitted hereunder in reliance upon Section 8.1(b) or (c) set forth in the Contractual Obligations governing such Indebtedness, Capitalized Lease Obligations or Permitted Refinancing or Guaranty Obligations with respect thereto.

Section 8.11 Modification of Certain Documents. No Group Member shall do any of the following:

(a) waive or otherwise modify any term of any Related Document (other than any Subordinated Notes Document or the terms of any Subordinated Debt) or any Constituent Document of, or otherwise change the capital structure of, any Group Member (including the terms of any of their outstanding Stock or Stock Equivalents), in each case except for those modifications and waivers that (i) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated and (ii) do not materially adversely affect the rights and privileges of any Group Member and do not materially adversely affect the interests of any Secured Party under the Loan Documents or in the Collateral; and

(b) waive or otherwise modify any term of any Subordinated Notes Document or any term of any Subordinated Debt except for those modifications and waivers not prohibited by the terms of the Subordination Agreement or any applicable subordination agreement.

Section 8.12 Accounting Changes

Section 8.13 ; Fiscal Year. No Group Member shall change its (a) accounting treatment or reporting practices, except as required by GAAP or any Requirement of Law, or (b) its fiscal year or its method for determining fiscal quarters or fiscal months.

Section 8.14 Margin Regulations. No Group Member shall use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.

Section 8.15 Compliance with ERISA. No ERISA Affiliate shall cause or suffer to exist (a) any event that would reasonably be expected to result in the imposition of a Lien on the assets of a Group Member with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event, that would reasonably be expected, in the case of clauses (a) and (b), in the aggregate, have a Material Adverse Effect.

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Section 8.16 Hazardous Materials. No Group Member shall cause or suffer to exist any Release of any Hazardous Material at, to or from any real property owned, leased, subleased or otherwise operated or occupied by any Group Member that would violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise adversely affect the value or marketability of any real property (whether or not owned by any Group Member), other than such violations, Environmental Liabilities and effects that would not, in the aggregate, have a Material Adverse Effect.

Section 8.17 Local Marketing Agreements. Without the prior written consent of the Requisite Lenders, no Loan Party shall enter into any LMA under which any television or radio station owned or operated by one or more of the Loan Parties is the brokered station (i.e., the station whose time is sold or the station which receives, rather than provides, programming, management, technical or other services under such LMA).  Such written consent shall not be required for a Loan Party to enter into an LMA with an Affiliate of such Loan Party in compliance with Section 8.9 or under which such Loan Party acts as the broker, provides programming, sells time on or provides management, technical or other services to a radio station not owned by any Loan Party, including LMAs with the Trust pending grant and consummation of the FCC Long-Form Applications.

Section 8.18 License Subsidiaries. No License Subsidiary shall (a) engage in any business (other than (i) the holding of the Radio Station Licenses, the FCC Licenses and the PUC Certificates, (ii) actions required to maintain such Radio Station License, FCC License and PUC Certificate in full force and effect, and (iii) actions required to maintain its separate corporate, company, partnership or other legal existence or to perform its obligations under any of the Loan Documents to which it is a party), (b) own any assets (other than Radio Station Licenses, FCC Licenses and PUC Certificate), (c) create or permit to exist any Liens on any of its assets except Liens granted in favor of the Agent for the benefit of the Lenders, or (d) incur any obligations or incur any other Indebtedness or Guaranteed Indebtedness (other than the Obligations). No Loan Party, other than a License Subsidiary, shall hold any Radio Station License, FCC License or PUC Certificate material to the operation of the Business except to the extent so held by such Loan Party on the Closing Date.

Section 8.19 Communication Authorizations. No Loan Party shall operate its businesses other than in accordance with the Communications Laws and the terms and conditions of the Radio Station Licenses, FCC Licenses, the PUC Certificates and other Permits under the Communications Laws. No Loan Party shall fail to file any report or application or pay any regulatory, filing or franchise fee pertaining to the Business which is required to be filed with or paid to the FCC or PUC. No Loan Party shall take any action that would or could cause the FCC or PUC to institute any proceedings for the cancellation, revocation, non-renewal, short-term renewal or adverse modification of any of the FCC Licenses, Radio Station Licenses, and other Permits under the Communications Laws or take or permit to be taken any other action within its control that would or could result in material non-compliance with the requirements of the Communications Laws.

ARTICLE 9
EVENTS OF DEFAULT

Section 9.1 Definition. Each of the following shall be an Event of Default:

(a) the Borrower shall fail to pay (i) any principal of any Loan when the same becomes due and payable or (ii) any interest on any Loan, any fee under any Loan Document or any other Obligation (other than those set forth in clause (i) above) and, in the case of this clause (ii), such non-payment continues for a period of five (5) Business Days after the due date therefor; or

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(b) any representation, warranty or certification made or deemed made by or on behalf of any Loan Party in any Loan Document or by or on behalf of any Loan Party (or any Responsible Officer thereof) in connection with any Loan Document (including in any document delivered in connection with any Loan Document) shall prove to have been incorrect in any material respect when made or deemed made; or

(c) any Loan Party shall fail to comply with (i) any provision of Article 5 (Financial Covenants), Section 6.1 (Financial Statements), 6.2(a)(i) (Other Events), 7.1 (Maintenance of Corporate Existence), 7.14 (Use of Proceeds) or Article 8 (Negative Covenants) or (ii) any other provision of any Loan Document if, in the case of this clause (ii), such failure shall remain unremedied for 30 days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders; or

(d) (i) any Group Member shall fail to make any payment when due (whether due because of scheduled maturity, required prepayment provisions, acceleration, demand or otherwise) on any Indebtedness of any Group Member (other than the Obligations) and, in each case, such failure relates to Indebtedness having a principal amount of $750,000 or more, (ii) any other event shall occur or condition shall exist under any Contractual Obligation relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness, (iii) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid, redeemed, defeased or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof or (iv) there shall occur any default under the Subordinated Note Documents; or

(e) (i) any Group Member shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or against any Group Member seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, composition of it or its debts or any similar order, in each case under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee, conservator, liquidating agent, liquidator, other similar official or other official with similar powers, in each case for it or for any substantial part of its property and, in the case of any such proceedings instituted against (but not by or with the consent of) any Group Member, either such proceedings shall remain undismissed or unstayed for a period of 60 days or more or any action sought in such proceedings shall occur or (iii) any Group Member shall take any corporate or similar action or any other action to authorize any action described in clause (i) or (ii) above; or

(f) one or more judgments, orders or decrees (or other similar process) shall be rendered against any Group Member (i)(A) in the case of money judgments, orders and decrees, involving an aggregate amount (excluding amounts adequately covered by insurance payable to any Group Member, to the extent the relevant insurer has not denied coverage therefor) in excess of $750,000 or (B) otherwise, that would have, in the aggregate, a Material Adverse Effect and (ii)(A) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order or decree or (B) such judgment, order or decree shall not have been vacated or discharged for a period of 30 consecutive days and there shall not be in effect (by reason of a pending appeal or otherwise) any stay of enforcement thereof; or

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(g) except pursuant to a valid, binding and enforceable termination or release permitted under the Loan Documents and executed by the Administrative Agent or as otherwise expressly permitted under any Loan Document, (i) any provision of any Loan Document shall, at any time after the delivery of such Loan Document, fail to be valid and binding on, or enforceable against, any Loan Party party thereto, (ii) any Loan Document purporting to grant a Lien to secure any Obligation shall, at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on any Collateral purported to be covered thereby or such Lien shall fail or cease to be a perfected Lien with the priority required in the relevant Loan Document or (iii) any subordination provision set forth in any Subordinated Notes Document, including the Subordination Agreement, shall, in whole or in part, terminate or otherwise fail or cease to be valid and binding on, or enforceable against, the Subordinate Notes Agent or any holder of the Subordinated Notes (or the Subordinate Notes Agent or any such holder shall so state in writing), or any Group Member shall state in writing that any of the events described in clause (i), (ii) or (iii) above shall have occurred; or

(h) there shall occur any Change of Control; or

(i) the FCC Long Form Applications are denied by the FCC by Final Order, the FCC Long Form Applications have not been granted by the FCC by March 1, 2011 or the FCC Long Form Applications have been granted with conditions which would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection, a “Final Order” shall be deemed to have occurred on the date upon which the FCC shall have issued its denial to the FCC Long Form Applications, which denial as of the date thereof shall not have been reversed, stayed, enjoined or set aside and with respect to which no timely request for stay, reconsideration, review, rehearing or notice of appeal or determination to reconsider or review shall be pending, and as to which the time for filing any such request, petition, or notice of appeal or for review by the FCC, and for any reconsideration, stay or setting aside by the FCC on its own motion or initiative, shall have expired.

Section 9.2 Remedies. During the continuance of any Event of Default, the Administrative Agent may, and, at the request of the Required Lenders, shall, in each case by notice to the Borrower and in addition to any other right or remedy provided under any Loan Document or by any applicable Requirement of Law, do each of the following: declare immediately due and payable all or part of any Obligation (including any accrued but unpaid interest thereon), whereupon the same shall become immediately due and payable, without presentment, demand, protest or further notice or other requirements of any kind, all of which are hereby expressly waived by Holdings and the Borrower (and, to the extent provided in any other Loan Document, other Loan Parties); provided, however, that, effective immediately upon the occurrence of the Events of Default specified in Section 9.1(e)(ii), each Obligation (including in each case any accrued but unpaid interest thereon) shall automatically become and be due and payable, without presentment, demand, protest or further notice or other requirement of any kind, all of which are hereby expressly waived by Holdings and the Borrower (and, to the extent provided in any other Loan Document, any other Loan Party).

Section 9.3 Governmental Approvals. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any foreclosure on, sale, transfer or other disposition of any Collateral or any other action taken or proposed to be taken hereunder that would affect the operational, voting, or other control of any Loan Party or affect the ownership of the Radio Station Licenses or FCC Licenses shall be pursuant to the Communications Laws and, if and to the extent required thereby, subject to the prior consent of the FCC and any other applicable Governmental Authority. Notwithstanding anything to the contrary contained herein, the Administrative Agent and the Lenders shall not take any action pursuant hereto that would constitute or result in any assignment of the Radio Station Licenses or transfer of control of any Loan Party if such assignment or

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transfer of control would require, under then existing law (including the Communications Laws), the prior approval of the FCC, without first obtaining such approval of the FCC and notifying the FCC of the consummation of such assignment or transfer of control (to the extent required to do so). Each Loan Party agrees to take any lawful action which the Administrative Agent may request in order to obtain and enjoy the full rights and benefits granted to the Administrative Agent and Lenders by this Agreement, including specifically, after the occurrence and during the continuance of an Event of Default, the use of such Loan Party’s best efforts to assist in obtaining any approval of the FCC and any other Governmental Authority that is then required under the Communications Laws or under any other law for any action or transaction contemplated by this Agreement, including, without limitation, the sale or transfer of Collateral. Such efforts shall include, without limitation, sharing with the Administrative Agent any FCC registration numbers, account numbers and passwords for the FCC’s CDBS or COALS Systems and preparing, certifying and filing (or causing to be prepared, certified and filed) with the FCC any portion of any application or applications for consent to the assignment of the Radio Station Licenses or FCC Licenses or transfer of control of any Loan Party required to be filed under the Communications Laws for approval of any sale or transfer of Collateral and/or the Radio Station Licenses or FCC Licenses.

ARTICLE 10
THE ADMINISTRATIVE AGENT

Section 10.1 Appointment and Duties. (a) Appointment of Administrative Agent. Each Lender hereby appoints GE Capital (together with any successor Administrative Agent pursuant to Section 10.9) as the Administrative Agent hereunder and authorizes the Administrative Agent to (i) execute and deliver the Loan Documents (including, without limitation the Subordination Agreement) and accept delivery thereof on its behalf from any Group Member, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Administrative Agent under such Loan Documents and (iii) exercise such powers as are reasonably incidental thereto.

(b) Duties as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, the Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding described in Section 9.1(e)(ii) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to the Administrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 9.1(e)(ii) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Administrative Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for the Administrative Agent and the Lenders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Loan Party with, and cash and Cash Equivalents held by such Lender and may further authorize and direct the Lenders to take further actions as collateral sub-agents as are reasonably requested for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Administrative Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

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(c) Limited Duties. Under the Loan Documents, the Administrative Agent (i) is acting solely on behalf of the Lenders (except to the limited extent provided in Section 2.12(b) with respect to the Register and in Section 10.11), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Administrative Agent”, the terms “agent”, “administrative agent” and “collateral agent” and similar terms in any Loan Document to refer to the Administrative Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Secured Party and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Lender hereby waives and agrees not to assert any claim against the Administrative Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.

Section 10.2 Binding Effect. Each Lender agrees that (a) any action taken by the Administrative Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (b) any action taken by the Administrative Agent in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (c) the exercise by the Administrative Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties.

Section 10.3 Use of Discretion. (a) No Action without Instructions. The Administrative Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders).

(b) Right Not to Follow Certain Instructions. Notwithstanding clause (a) above, the Administrative Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, the Administrative Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to the Administrative Agent, any other Secured Party) against all Liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against the Administrative Agent or any Related Person thereof or (ii) that is, in the opinion of the Administrative Agent or its counsel, contrary to any Loan Document or applicable Requirement of Law.

Section 10.4 Delegation of Rights and Duties. The Administrative Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party). Any such Person shall benefit from this Article 10 to the extent provided by the Administrative Agent.

Section 10.5 Reliance and Liability. (a) The Administrative Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e), (ii) rely on the Register to the extent set forth in Section 2.12, (iii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (iv) rely and act upon any document and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

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(b) None of the Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender, Holdings and the Borrower hereby waive and shall not assert (and each of Holdings and the Borrower shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, the Administrative Agent:

(i) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of the Administrative Agent, when acting on behalf of the Administrative Agent);

(ii) shall not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;

(iii) makes no warranty or representation, and shall not be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person or any Loan Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Loan Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by the Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by the Administrative Agent in connection with the Loan Documents; and

(iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default” (in which case the Administrative Agent shall promptly give notice of such receipt to all Lenders);

and, for each of the items set forth in clauses (i) through (iv) above, each Lender, Holdings and the Borrower hereby waives and agrees not to assert (and each of Holdings and the Borrower shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action it might have against the Administrative Agent based thereon.

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Section 10.6 Administrative Agent Individually. The Administrative Agent and its Affiliates may make loans and other extensions of credit to, acquire Stock and Stock Equivalents of, engage in any kind of business with, any Loan Party or Affiliate thereof as though it were not acting as Administrative Agent and may receive separate fees and other payments therefor. Specifically, and without limitation, the Lenders hereby acknowledge and consent to GE Capital acting as Subordinated Notes Agent. Except as may be specifically required under the Subordination Agreement, the Administrative Agent is not under any obligation to disclose any information it or its Affiliates may obtain in its capacity as Subordinated Notes Agent or as a holder of any Subordinated Notes.  Each Lender hereby waives and releases, to the fullest extent permitted by law, any claims such Lender has, or may have, against GE Capital or its Affiliates with respect to (i) any breach or alleged breach of fiduciary or other duty, or (ii) any conflict of interest arising from such activities.  To the extent the Administrative Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender”, “Revolving Credit Lender”, “Required Lender”, “Required Revolving Credit Lender” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include, without limitation, the Administrative Agent or such Affiliate, as the case may be, in its individual capacity as Lender, Revolving Credit Lender, or as one of the Required Lenders or Required Revolving Credit Lenders respectively.

Section 10.7 Lender Credit Decision. Each Lender acknowledges that it shall, independently and without reliance upon the Administrative Agent, any Lender or any of their Related Persons or upon any document solely or in part because such document was transmitted by the Administrative Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Loan Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lenders, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come in to the possession of the Administrative Agent or any of its Related Persons.

Section 10.8 Expenses; Indemnities. (a) Each Lender agrees to reimburse the Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Loan Party) promptly upon demand for such Lender’s Pro Rata Share with respect to the Facilities of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Loan Party) that may be incurred by the Administrative Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.

(b) Each Lender further agrees to indemnify the Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Loan Party), from and against such Lender’s aggregate Pro Rata Share with respect to the Facilities of the Liabilities (including taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Lender) that may be imposed on, incurred by or asserted against the Administrative Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by the Administrative Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that no Lender shall be liable to the Administrative Agent or any of its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of the Administrative Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

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Section 10.9 Resignation of Administrative Agent. (a) The Administrative Agent may resign at any time by delivering notice of such resignation to the Lenders and the Borrower, effective on the date set forth in such notice or, if not such date is set forth therein, upon the date such notice shall be effective. If the Administrative Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Administrative Agent. If, within 30 days after the retiring Administrative Agent having given notice of resignation, no successor Administrative Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent from among the Lenders. Each appointment under this clause (a) shall be subject to the prior consent of the Borrower, which may not be unreasonably withheld but shall not be required during the continuance of a Default.

(b) Effective immediately upon its resignation, (i) the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of the Administrative Agent until a successor Administrative Agent shall have accepted a valid appointment hereunder, (iii) the retiring Administrative Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Administrative Agent was, or because such Administrative Agent had been, validly acting as Administrative Agent under the Loan Documents and (iv) subject to its rights under Section 10.3, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Administrative Agent, a successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent under the Loan Documents.

Section 10.10 Release of Collateral or Guarantors. Each Lender hereby consents to the release and hereby directs the Administrative Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following:

(a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10; and

(b) any Lien held by the Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon Section 8.2(d) or (e) and (iii) all of the Collateral and all Loan Parties, upon (A) payment and satisfaction in full of all Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable by the holder of such Obligation, (B) deposit of cash collateral with respect to all contingent Obligations, in amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (C) to the extent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Administrative Agent.

Each Lender hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.10.

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Section 10.11 Additional Secured Parties. The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender as long as, by accepting such benefits, such Secured Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by the Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to the Administrative Agent) this Article 10, Section 11.8, Section 11.9 and Section 11.20 and the decisions and actions of the Administrative Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders) to the same extent a Lender is bound; provided, however, that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 10.8 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept of Pro Rata Share or similar concept, (b) except as set forth specifically herein, each of the Administrative Agent and the Lenders shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (c) except as set forth specifically herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.

ARTICLE 11
MISCELLANEOUS

Section 11.1 Amendments, Waivers, Etc. (a) No amendment or waiver of any provision of any Loan Document (other than the Fee Letter and the Control Agreements) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Secured Parties or extending an existing Lien over additional property, by the Administrative Agent and the Borrower, (2) in the case of any other waiver or consent, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and (3) in the case of any other amendment, by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower; provided, however, that no amendment, consent or waiver described in clause (2) or (4) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following:

(i) [reserved];

(ii) subject such Lender to any increase in commitments or funding obligations;

(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender or (B) any fee or accrued interest payable to such Lender; provided, however, that this clause (iii) does not apply to (x) any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y) any modification to any financial covenant set forth in Article 5 or in any definition set forth therein or principally used therein;

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(iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Loan or fee owing to such Lender; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.6, or to the application of any payment, including as set forth in Section 2.6;

(v) except as provided in Section 10.10, release all or substantially all of the Collateral or any Guarantor from its guaranty of any Obligation of the Borrower, subordinate the Liens securing the Obligations to any other Liens or subordinate the Obligations to any other Indebtedness (other than a subordination of Liens or the Obligations pursuant to a financing provided pursuant to Section 364 of Title 11 of the United States Code entitled “Bankruptcy”);

(vi) reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders”, “Pro Rata Share” or “Pro Rata Outstandings”; or

(vii) amend Section 2.10(c)(B) (Application of Payments During an Event of Default), Section 10.10 (Release of Collateral or Guarantor), Section 11.9 (Sharing of Payments) or this Section 11.1;

and provided, further, that (x)(A) any waiver of any payment applied pursuant to Section 2.10(a) (with respect to repayments with the proceeds of any equity issuance or contribution within 6 months of the Closing Date) or Section 2.10(b), and any modification of the application of any such payment to the Revolving Loans shall require the consent of the Required Revolving Credit Lenders, and (B) any change to the definition of the term “Required Revolving Credit Lender” shall require the consent of the Required Revolving Credit Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the Administrative Agent (or otherwise modify any provision of Article 10 or the application thereof), or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Administrative Agent or, as the case may be, such SPV in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to change any order of priority set forth in Section 2.10.

(b) Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

Section 11.2 Assignments and Participations; Binding Effect. (a) Binding Effect. This Agreement shall become effective when it shall have been executed by Holdings, the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Lender that such Lender has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, Holdings, the Borrower (in each case except for Article 10), the Administrative Agent, each Lender and, to the extent provided in Section 10.11, each other Indemnitee and Secured Party and, in each case, their respective successors and permitted assigns. Except as expressly provided in any Loan Document (including in Section 10.9), none of Holdings, the Borrower, or the Administrative Agent shall have the right to assign any rights or obligations hereunder or any interest herein.

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(b) Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its rights and obligations with respect to the Loans) to (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that (A) such Sales do not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to a Facility and (B) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans and Revolving Credit Commitments subject to any such Sale for (x) the Term Loan Facility, shall be in a minimum amount of $1,000,000 (x) Revolving Credit Facility, shall be in a minimum amount of $100,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative Agent.

(c) Procedure. The parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) or (f) below) shall execute and deliver to the Administrative Agent an Assignment via an electronic settlement system designated by the Administrative Agent (or if previously agreed with the Administrative Agent, via a manual execution and delivery of the assignment) evidencing such Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor acceptable to the Administrative Agent), any tax forms required to be delivered pursuant to Section 2.15(f) and payment of an assignment fee in the amount of $3,500; provided that (i) if a Sale by a Lender is made to an Affiliate or an Approved Fund of such assigning Lender, then no assignment fee shall be due in connection with such Sale, and (ii) if a Sale by a Lender is made to an assignee that is not an Affiliate or Approved Fund of such assignor Lender, and concurrently to one or more Affiliates or Approved Funds of such assignee, then only one assignment fee of $3,500 shall be due in connection with such Sale. Upon receipt of all the foregoing, and conditioned upon such receipt and, if such assignment is made in accordance with Section 11.2(b)(iii), upon the Administrative Agent (and the Borrower, if applicable) consenting to such Assignment, from and after the effective date specified in such Assignment, the Administrative Agent shall record or cause to be recorded in the Register the information contained in such Assignment.

(d) Effectiveness. Subject to the recording of an Assignment by the Administrative Agent in the Register pursuant to Section 2.12(b), (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto except that each Lender agrees to remain bound by Article 10, Section 11.8 and Section 11.9 to the extent provided in Section 10.11).

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(e) Grant of Security Interests. In addition to the other rights provided in this Section 11.2, each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (i) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to the Administrative Agent or (ii) any holder of, or trustee for the benefit of the holders of, such Lender’s Securities by notice to the Administrative Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder.

(f) Participants and SPVs. In addition to the other rights provided in this Section 11.2, each Lender may, (i) with notice to the Administrative Agent, grant to an SPV the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect to any Obligation and (ii) without notice to or consent from the Administrative Agent or the Borrower, sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loans and Revolving Loans); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (A) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (B) such Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (x) each such participant and SPV shall be entitled to the benefit of Sections 2.14 and 2.15, but only to the extent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to Section 2.15(f) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (y) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to the Administrative Agent by such SPV and such Lender, provided, however, that in no case (including pursuant to clauses (x) or (y) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (C) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (iii) and (iv) of Section 11.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in Section 11.1(a)(v) (or amendments, consents and waivers with respect to Section 10.10 to release all or substantially all of the Collateral). No party hereto shall institute (and each of the Borrower and Holdings shall cause each other Loan Party not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the payment in full of the Obligations.

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Section 11.3 Costs and Expenses. Any action taken by any Loan Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of any Secured Party, shall be at the expense of such Loan Party, and no Secured Party shall be required under any Loan Document to reimburse any Loan Party or Group Member therefor except as expressly provided therein. In addition, the Borrower agrees to pay or reimburse, within 10 days after receipt of a written invoice therefore, (a) the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred by it or any of its Related Persons in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including periodic audits in connection therewith and environmental audits and assessments), in each case including the reasonable fees, charges and disbursements of legal counsel to the Administrative Agent or such Related Persons, fees, costs and expenses incurred in connection with Intralinks^® or any other E-System and allocated to the Facilities by the Administrative Agent in its sole discretion and fees, charges and disbursements of the auditors, appraisers, printers and other of their Related Persons retained by or on behalf of any of them or any of their Related Persons, (b) the Administrative Agent for all reasonable costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by the Administrative Agent for its examiners); provided that, unless Event of Default has occurred, the Borrower shall only be required to reimburse the Administrative Agent for two such examinations in any calendar year and (c) each of the Administrative Agent and the Lenders and their respective Related Persons for all costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Group Member, Loan Document, Obligation or Related Transaction (or the response to and preparation for any subpoena or request for document production relating thereto), including fees and disbursements of counsel (including allocated costs of internal counsel); provided, that the Borrower shall only be responsible for the reimbursement of one counsel for the Administrative Agent and its Related Persons and one counsel for the Lenders and their Related Persons as a group unless there is an actual conflict among such group members (as reasonably determined by such Person) and then the Borrower shall be responsible for the additional reimbursement of counsel for such conflicted group member.

Section 11.4 Indemnities. (a) The Borrower agrees to indemnify, hold harmless and defend the Administrative Agent, each Lender, and each of their respective Related Persons (each such Person being an “Indemnitee”) from and against all Liabilities (including brokerage commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of any action, investigation, proceeding or other claim arising from or related to (i) any Loan Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Loan, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 11.4 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, each of Holdings and the Borrower waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.

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(b) Without limiting the foregoing, “Indemnified Matters” includes all Environmental Liabilities, including those arising from, or otherwise involving, any property of any Related Person or any actual, alleged or prospective damage to property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or natural resource or any property on or contiguous to any real property of any Related Person, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Related Person or the owner, lessee or operator of any property of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the successor-in-interest to any Loan Party and (ii) are attributable primarily to acts of such Indemnitee.

Section 11.5 Survival. Any indemnification or other protection provided to any Indemnitee pursuant to any Loan Document (including pursuant to Section 2.14, Section 2.15, Article 10, Section 11.3, Section 11.4 or this Section 11.5) and all representations and warranties made in any Loan Document shall (i) survive the payment in full of other Obligations and (ii) inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.

Section 11.6 Limitation of Liability for Certain Damages. In no event shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each of Holdings and the Borrower hereby waives, releases and agrees (and shall cause each other Loan Party to waive, release and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 11.7 Lender-Creditor Relationship. The relationship between the Lenders and the Administrative Agent, on the one hand, and the Loan Parties, on the other hand, is solely that of lender and creditor. No Secured Party has any fiduciary relationship or duty to any Loan Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Secured Parties and the Loan Parties by virtue of, any Loan Document or any transaction contemplated therein.

Section 11.8 Right of Setoff. Each of the Administrative Agent, each Lender and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by Holdings and the Borrower), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by the Administrative Agent, such Lender or any of their respective Affiliates to or for the credit or the account of Holdings or the Borrower against any Obligation of any Loan Party now or hereafter existing, whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. Each of the Administrative Agent and each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 11.8 are in addition to any other rights and remedies (including other rights of setoff) that the Administrative Agent, the Lenders and their Affiliates and other Secured Parties may have.

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Section 11.9 Sharing of Payments, Etc. If any Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.14, 2.15 and 2.16) and such payment exceeds the amount such Lender would have been entitled to receive if all payments had gone to, and been distributed by, the Administrative Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Secured Parties such participations in their Obligations as necessary for such Lender to share such excess payment with such Secured Parties to ensure such payment is applied as though it had been received by the Administrative Agent and applied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided, however, that (a) if such payment is rescinded or otherwise recovered from such Lender in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender without interest and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 11.10 Marshaling; Payments Set Aside. No Secured Party shall be under any obligation to marshal any property in favor of any Loan Party or any other party or against or in payment of any Obligation. To the extent that any Secured Party receives a payment from the Borrower, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred.

Section 11.11 Notices. (a) Addresses. All notices, demands, requests, directions and other communications required or expressly authorized to be made by this Agreement shall, whether or not specified to be in writing but unless otherwise expressly specified to be given by any other means, be given in writing and (i) addressed to (A) if to Holdings or the Borrower, to Regent Broadcasting, LLC, 100 East River Center Boulevard, 9th Floor Covington, KY 41011, Attention: Anthony Vasconcellos/Bob Allen, Tel: 859-814-0105/859-814-0125, Fax: 859-814-0136/859-814-0136, with copy to Kirkland & Ellis LLP, 333 South Hope Street, Los Angeles, CA 90071, Attention: Samantha Good, Fax: 213-808-8104, (B) if to the Administrative Agent, to General Electric Capital Corporation, 2325 Lakeview Parkway, Suite 700, Alpharetta, Georgia 30004, Attention: Tom Mangum, Tel: 678-624-7992, Fax: 678-624-7903, with copy to Finn Dixon & Herling LLP, Attention: Christopher H. Craig, Esq., Tel: 203-325-5013, Fax: 203-325-5001 and (C) otherwise to the party to be notified at its address specified opposite its name on Schedule II or on the signature page of any applicable Assignment, (ii) posted to Intralinks^® (to the extent such system is available and set up by or at the direction of the Administrative Agent prior to posting) in an appropriate location by uploading such notice, demand, request, direction or other communication to www.intralinks.com, faxing it to 866-545-6600 with an appropriate bar-coded fax coversheet or using such other means of posting to Intralinks^® as may be available and reasonably acceptable to the Administrative Agent prior to such posting, (iii) posted to any other E-System set up by or at the direction of the Administrative Agent in an appropriate location or (iv) addressed to such other address as shall be notified in writing (A) in the case of the Borrower, the Administrative Agent and to the other parties hereto and (B) in the case of all other parties, to the Borrower and the Administrative Agent. Transmission by electronic mail (including E-Fax, even if transmitted to the fax numbers set forth in clause (i) above) shall not be sufficient or effective to transmit any such notice under this clause (a) unless such transmission is an available means to post to any E-System.

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(b) Effectiveness. All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one Business Day after delivery to such courier service, (iii) if delivered by mail, when deposited in the mails, (iv) if delivered by facsimile (other than to post to an E-System pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of confirmation of proper transmission, and (v) if delivered by posting to any E-System, on the later of the date of such posting in an appropriate location and the date access to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided, however, that no communications to the Administrative Agent pursuant to Article 2 or Article 10 shall be effective until received by the Administrative Agent.

Section 11.12 Electronic Transmissions. (a) Authorization. Subject to the provisions of Section 11.11(a), each of the Administrative Agent, the Borrower, the Lenders, and each of their Related Persons is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein. Each of Holdings, the Borrower and each Secured Party hereby acknowledges and agrees, and each of Holdings and the Borrower shall cause each other Group Member to acknowledge and agree, that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

(b) Signatures. Subject to the provisions of Section 11.11(a), (i)(A) no posting to any E-System shall be denied legal effect merely because it is made electronically, (B) each E-Signature on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirement of Law governing such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which each Secured Party and Loan Party may rely and assume the authenticity thereof, (iii) each such posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions of any applicable Requirement of Law requiring certain documents to be in writing or signed; provided, however, that nothing herein shall limit such party’s or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been altered after transmission.

(c) Separate Agreements. All uses of an E-System shall be governed by and subject to, in addition to Section 11.11 and this Section 11.12, separate terms and conditions posted or referenced in such E-System and related Contractual Obligations executed by Secured Parties and Group Members in connection with the use of such E-System.

(d) Limitation of Liability. All E-Systems and Electronic Transmissions shall be provided “as is” and “as available”. None of the Administrative Agent or any of its Related Persons warrants the accuracy, adequacy or completeness of any E-Systems or Electronic Transmission, and each disclaims all liability for errors or omissions therein. No Warranty of any kind is made by the Administrative Agent or any of its Related Persons in connection with any E-Systems or Electronic Communication, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects. Each of Holdings, the Borrower and each Secured Party agrees (and each of Holdings and the Borrower shall cause each other Loan Party to agree) that the Administrative Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

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Section 11.13 Governing Law. This Agreement, each other Loan Document that does not expressly set forth its applicable law, and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

Section 11.14 Jurisdiction. (a) Submission to Jurisdiction. Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement, each of Holdings and the Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Agreement shall limit the right of the Administrative Agent to commence any proceeding in the federal or state courts of any other jurisdiction to the extent the Administrative Agent determines that such action is necessary or appropriate to exercise its rights or remedies under the Loan Documents. The parties hereto (and, to the extent set forth in any other Loan Document, each other Loan Party) hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

(b) Service of Process. Each of Holdings and the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of the Borrower specified in Section 11.11 (and shall be effective when such mailing shall be effective, as provided therein). Each of Holdings and the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Non-Exclusive Jurisdiction. Nothing contained in this Section 11.14 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Loan Party in any other jurisdiction.

Section 11.15 Waiver of Jury Trial. Each party hereto hereby irrevocably waives trial by jury in any suit, action or proceeding with respect to, or directly or indirectly arising out of, under or in connection with, any Loan Document or the transactions contemplated therein or related thereto (whether founded in contract, tort or any other theory). Each party hereto (a) certifies that no other party and no Related Person of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into the Loan Documents, as applicable, by the mutual waivers and certifications in this Section 11.15.

Section 11.16 Severability. Any provision of any Loan Document being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of any Loan Document or any part of such provision in any other jurisdiction.

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Section 11.17 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 11.18 Entire Agreement. The Loan Documents embody the entire agreement of the parties and supersede all prior agreements and understandings relating to the subject matter thereof and any prior letter of interest, commitment letter, fee letter, confidentiality and similar agreements involving any Loan Party and any of the Administrative Agent, any Lender or any of their respective Affiliates relating to a financing of substantially similar form, purpose or effect. In the event of any conflict between the terms of this Agreement and any other Loan Document, the terms of this Agreement shall govern (unless such terms of such other Loan Documents are necessary to comply with applicable Requirements of Law, in which case such terms shall govern to the extent necessary to comply therewith).

Section 11.19 Use of Name. Each of Holdings and the Borrower agrees, and shall cause each other Loan Party to agree, that it shall not, and none of its Affiliates shall, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of the Securities of any Loan Party) using the name, logo or otherwise referring to GE Capital or of any of its Affiliates, the Loan Documents or any transaction contemplated therein to which the Secured Parties are party without at least 2 Business Days’ prior notice to GE Capital and without the prior consent of GE Capital except to the extent required to do so under applicable Requirements of Law and then, only after consulting with GE Capital prior thereto.

Section 11.20 Non-Public Information; Confidentiality. (a) Each Lender acknowledges and agrees that it may receive material non-public information hereunder concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in compliance with all relevant policies, procedures and Contractual Obligations and applicable Requirements of Laws (including United States federal and state security laws and regulations).

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(b) Each Lender and the Administrative Agent agrees to use all reasonable efforts to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Loan Document and designated in writing by any Loan Party as confidential, except that such information may be disclosed (i) with the Borrower’s consent, (ii) to Related Persons of such Lender or the Administrative Agent, as the case may be, that are advised of the confidential nature of such information and are instructed to keep such information confidential, (iii) to the extent such information presently is or hereafter becomes available to such Lender or the Administrative Agent, as the case may be, on a non-confidential basis from a source other than any Loan Party, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements or in any tombstone or other advertising materials (and the Loan Parties consent to the publication of such tombstone or other advertising materials by the Administrative Agent, any Lender or any of their Related Persons), (vi) to the National Association of Insurance Commissioners or any similar organization, any examiner or any nationally recognized rating agency or otherwise to the extent consisting of general portfolio information that does not identify borrowers, (vii) to current or prospective assignees, SPVs grantees of any option described in Section 11.2(f) or participants, direct or contractual counterparties to any Hedging Agreement permitted hereunder and to their respective Related Persons, in each case to the extent such assignees, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 11.20 and (viii) in connection with the exercise of any remedy under any Loan Document. In the event of any conflict between the terms of this Section 11.20 and those of any other Contractual Obligation entered into with any Loan Party (whether or not a Loan Document), the terms of this Section 11.20 shall govern.

Section 11.21 Patriot Act Notice. Each Lender subject to the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) hereby notifies the Borrower that, pursuant to Section 326 thereof, it is required to obtain, verify and record information that identifies the Borrower, including the name and address of the Borrower and other information allowing such Lender to identify the Borrower in accordance with such act.

[Signature Pages Follow]

CREDIT AGREEMENT FOR
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85

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

REGENT BROADCASTING, LLC AS BORROWER
By:
	Name:
	Title:
REGENT COMMUNICATIONS, INC. AS HOLDINGS
By:
	Name:
	Title:
GENERAL ELECTRIC CAPITAL CORPORATION
AS ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDER
By:
	Name:
	Title: Duly Authorized Signatory

CREDIT AGREEMENT FOR
REGENT BROADCASTING, LLC

OTHER LENDERS:

CREDIT AGREEMENT FOR
REGENT BROADCASTING, LLC

Exhibit A
to
Credit Agreement

Form of Assignment

This ASSIGNMENT, dated as of the Effective Date, is entered into between the Assignor and the Assignee (each as defined below).

The parties hereto hereby agree as follows:

Borrower:	Regent Broadcasting, LLC, a Delaware limited liability company (the “Borrower”)
Administrative Agent:	General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”)
Credit Agreement:	Credit Agreement, dated as of April 27, 2010 among the Borrower, Regent Communications, Inc., as one of the Guarantors, the Lenders party thereto and the Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definition are used as defined in the Credit Agreement)
[Trade Date:	,           ]1
Effective Date:	,           2

1	Insert for informational purposes only if needed to determine other arrangements between the assignor and the assignee.
2	To be filled out by Administrative Agent upon entry in the Register.

ASSIGNMENT FOR CREDIT AGREEMENT
REGENT BROADCASTING, LLC

A-1

	Aggregate principal amount of	Aggregate principal amount of
Facility Assigned3	Loans for all Lenders	Loans Assigned4	Percentage Assigned5
	$	$		.	%
	$	$		.	%
	$	$		.	%

1. Assignment. Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as Lender under the Credit Agreement (including Liabilities owing to or by Assignor thereunder) and the other Loan Documents, in each case to the extent related to the amounts identified above (the “Assigned Interest”).

2. Representations, Warranties and Covenants of Assignors. Assignor (a) represents and warrants to Assignee and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims, and (iii) by executing, signing and delivering this Assignment via ClearPar^® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Facilities, the percentage of the Facilities represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Group Member or Loan Party or the performance or nonperformance by any Loan Party of any obligation under any Loan Document or any document provided in connection therewith and (d) attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Administrative Agent exchange such Notes for new Notes in accordance with Section 2.12(e) of the Credit Agreement.

3	Fill in the appropriate defined term for the type of facilities under the Credit Agreement that are being assigned under this Assignment. (e.g., “Revolving Credit Facility”, “Term Loan Facility”, etc.)
4	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. The aggregate amounts are inserted for informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only.
5	Set forth, to at least 9 decimals, the Assigned Interest as a percentage of the aggregate Loans in the Facility. This percentage is set forth for informational purposes only and is not intended to be binding. The assignments are based on the amounts assigned not on the percentages listed in this column.

ASSIGNMENT FOR CREDIT AGREEMENT
REGENT BROADCASTING, LLC

A-2

3. Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, and (iv) by executing, signing and delivering this Assignment via ClearPar^® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 2.15(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

4. Determination of Effective Date; Register. Following the due execution and delivery of this Assignment by Assignor, Assignee and, to the extent required by Section 11.2(b) of the Credit Agreement, the Borrower, this Assignment (including its attachments) will be delivered to the Administrative Agent for its acceptance and recording in the Register. The effective date of this Assignment (the “Effective Date”) shall be the later of (i) the acceptance of this Assignment by the Administrative Agent and (ii) the recording of this Assignment in the Register. The Administrative Agent shall insert the Effective Date when known in the space provided therefor at the beginning of this Assignment.

5. Effect. As of the Effective Date, (a) Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Lender under the Credit Agreement and (b) Assignor shall, to the extent provided in this Assignment, relinquish its rights (except those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents other than those obligations relating to events and circumstances occurring prior to the Effective Date.

6. Distribution of Payments. On and after the Effective Date, the Administrative Agent shall make all payments under the Loan Documents in respect of each Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise, to the Assignee.

ASSIGNMENT FOR CREDIT AGREEMENT
REGENT BROADCASTING, LLC

A-3

7. Miscellaneous. This Assignment is a Loan Document and, as such, is subject to certain provisions of the Credit Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof. On and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignors, Assignees, the Administrative Agent and their Related Persons and their successors and assigns. This Assignment shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York. This Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.

[Signature Pages Follow]

ASSIGNMENT FOR CREDIT AGREEMENT
REGENT BROADCASTING, LLC

A-4

[GE — REGENT CREDIT AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[NAME OF ASSIGNOR]
as Assignor
By:
	Name:
	Title:
[NAME OF ASSIGNEE]
as Assignee
By:
	Name:
	Title:
Lending Office for Eurodollar Rate Loans:6
[Insert Address (including contact name, fax
number and e-mail address)]
Lending Office (and address for notices)
for any other purpose:
[Insert Address (including contact name, fax
number and e-mail address)]

⁶ Insert for each Assignee.

SIGNATURE PAGE FOR ASSIGNMENT FOR
REGENT BROADCASTING, LLC

ACCEPTED and AGREED this     day of                      :
GENERAL ELECTRIC CAPITAL CORPORATION as Administrative Agent
By:
	Name:
	Title:
REGENT BROADCASTING, LLC7
By:
	Name:
	Title:

⁷ Include only if required pursuant to Section 11.2(b) of the Credit Agreement.

SIGNATURE PAGE FOR ASSIGNMENT FOR
REGENT BROADCASTING, LLC

Exhibit B
to
Credit Agreement

Form of [Revolving Loan] [Term Loan] Note

Lender: [NAME OF LENDER]	New York, New York
Principal Amount: $	[                    ] [     ], 2010

FOR VALUE RECEIVED, the undersigned, Regent Broadcasting, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of the [all Revolving Loans] [the Term Loans] (as defined in the Credit Agreement referred to below) of the Lender to the Borrower, payable at such times and in such amounts as are specified in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of the [Revolving Loans] [Term Loans] from the date made until such principal amount is paid in full, payable at such times and at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower.

Both principal and interest are payable in Dollars to General Electric Capital Corporation, as Administrative Agent, at [                                        ], in immediately available funds.

This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of April 27, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Regent Communications, Inc., as one of the Guarantors, the Lenders party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders. Capitalized terms used herein without definition are used as defined in the Credit Agreement.

The Credit Agreement, among other things, (a) provides for the making of [Revolving Loans] [a Term Loan] by the Lender to the Borrower in an aggregate amount [not to exceed at any time outstanding][equal to] to the Principal Amount set forth above, the indebtedness of the Borrower resulting from such [Revolving Loans] [Term Loans] being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.

This Note is a Loan Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Credit Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof.

This Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.

This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[$                    ] PROMISSORY NOTE OF
REGENT BROADCASTING, LLC

B-1

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

REGENT BROADCASTING, LLC
By:
	Name:
	Title:	Duly Authorized Signatory

SIGNATURE PAGE FROM, PROMISSORY NOTE
OF REGENT BROADCASTING, LLC

Exhibit C-1 to
Credit Agreement
Form of Notice of Borrowing

GENERAL ELECTRIC CAPITAL CORPORATION
as Administrative Agent under the
Credit Agreement referred to below

                        ,      

Attention:

Re: Regent Broadcasting LLC (the “Borrower”)

Reference is made to the Credit Agreement, dated as of April 27, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Regent Communications, Inc., as one of the Guarantors, the Lenders party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The Borrower hereby gives you irrevocable notice, pursuant to Section 2.2 of the Credit Agreement of its request of a Borrowing (the “Proposed Borrowing”) under the Credit Agreement and, in that connection, sets forth the following information:

1. The date of the Proposed Borrowing is                     ,       (the “Funding Date”).

2. The aggregate principal amount of Revolving Loans is $                    , of which $                     consists of Base Rate Loans and $                     consists of Eurodollar Rate Loans having an initial Interest Period of three months.

The undersigned hereby certifies that the following statements are true on the date hereof, both before and after giving effect to the Proposed Borrowing and any other Loan to be made on or before the Funding Date:

(i) the representations and warranties set forth in Article IV of the Credit Agreement and elsewhere in the Loan Documents are true and correct [in all material respects]⁸ [as though made on and as of such Funding Date],⁹ except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such date; and

(ii) no Default is continuing.

By:
	Name:
	Title:

8	Insert for any Proposed Borrowing after the Closing Date.
9	Delete for Borrowings on the Closing Date.

C-1

Exhibit C-2
to
Credit Agreement

Form of Notice of Conversion or Continuation

GENERAL ELECTRIC CAPITAL CORPORATION as Administrative Agent under the Credit Agreement referred to below

                        ,      

Attention:

Re: Regent Broadcasting, LLC (the “Borrower”)

Reference is made to the Credit Agreement, dated as of April 27, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Regent Communications, Inc., as one of the Guarantors, the Lenders party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The Borrower hereby gives you irrevocable notice, pursuant to Section 2.8 of the Credit Agreement of its request for the following:

(i) a continuation, on                     ,    , as Eurodollar Rate Loans having an Interest Period of one month of [Term Loans] [Revolving Loans] in an aggregate outstanding principal amount of $                     having an Interest Period ending on the proposed date for such continuation;

(ii) a conversion, on                     ,    , to Eurodollar Rate Loans having an Interest Period of one month of [Term Loans] [Revolving Loans] in an aggregate outstanding principal amount of $                    ; and

(iii) a conversion, on                     ,    , to Base Rate Loans, of [Term Loans] [Revolving Loans] in an aggregate outstanding principal amount of $                    .

In connection herewith, the undersigned hereby certifies that no Default is continuing on the date hereof or before any date for any proposed conversion or continuation set forth above.

REGENT BROADCASTING, LLC
By:
	Name:
	Title:

C-2

Exhibit D

to
Credit Agreement

Form of Compliance Certificate
                    ,      ¹⁰

This certificate is delivered pursuant to Section 6.1(d) of, and in connection with the consummation of the transactions contemplated in, the Credit Agreement, dated as of April 27, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Regent Broadcasting, LLC (the “Borrower”), Regent Communications, Inc., as one of the Guarantors, the Lenders party thereto and General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The undersigned, a duly authorized Responsible Officer of the Borrower having the name and title set forth below under his signature, hereby certifies, on behalf of the Borrower for the benefit of the Secured Parties and pursuant to Section 6.1 of the Credit Agreement that such Responsible Officer of the Borrower is familiar with the Credit Agreement and that, in accordance with each of the following sections of the Credit Agreement, each of the following is true on the date hereof:

3. In accordance with Section 6.1[(a)/(b)/(c)] of the Credit Agreement, attached hereto as Annex A are the Financial Statements for the [fiscal month/Fiscal Quarter/Fiscal Year] ended                     ,            required to be delivered pursuant to Section 6.1[(a)/(b)/(c)] of the Credit Agreement. Such Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of Holdings as at the dates indicated therein and for the periods indicated therein in accordance with GAAP [(subject to the absence of footnote disclosure and normal year-end audit adjustments)]¹¹ [without qualification as to the scope of the audit or as to going concern and without any other similar qualification, together with the certificate from the Group Members’ Accountants with respect to such Consolidated Financial Statements required to be delivered pursuant to Section 6.1(c) of the Credit Agreement. The examination by the Borrower’s Accountants in connection with such Financial Statements has been made in accordance with the standards of the United States’ Public Company accounting Oversight Board (or any successor entity).]¹²

4. In accordance with Section 6.1(d) of the Credit Agreement, attached hereto as Annex B are the calculations used to determine the Consolidated Leverage Ratio, to determine compliance with each financial covenant contained in Article 5 of the Credit Agreement [that are tested on a quarterly basis]¹³. [and the calculations used in determining Excess Cash Flow]¹⁴.

5. In accordance with Section 6.1(d) of the Credit Agreement, no Default is continuing as of the date hereof[, except as provided for on Annex C attached hereto, with respect to each of which the Borrower proposes to take the actions set forth on Annex C].

10	Insert date of delivery of certificate.
11	Insert language in brackets only for monthly and quarterly reports.
12	Insert language in brackets only for annual certifications.
13	Insert bracketed language only for quarterly certifications.
14	Insert if Consolidated Financial Statements are delivered with Certificate.

COMPLIANCE CERTIFICATE OF
REGENT BROADCASTING, LLC

D-1

6. In accordance with Section 6.1(e) of the Credit Agreement, (i) the [Corporate Chart attached hereto as Annex D[-1]] [last Corporate Chart delivered pursuant to such Section)], is correct and complete as of the date hereof, (ii) all documents (including updated schedules as to locations of Collateral and acquisition of Intellectual Property or real property) required to be delivered pursuant to the Loan Documents by any Loan Party in the preceding Fiscal Quarter have been delivered thereunder (or such delivery requirement was otherwise duly waived or extended) and (iii) complete and correct copies of all documents modifying any term of any Constituent Document of any Group Member or any Subsidiary or joint venture thereof on or prior to the date hereof have been delivered to the Administrative Agent [or are attached hereto as Annex D[-2]].

7. In accordance with Section 6.1(g) of the Credit Agreement, attached hereto as Annex E is a discussion and analysis of the financial condition and results of operations of the Group Members for the portion of the Fiscal Year elapsed on or prior to the date hereof discussing the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the previous Fiscal Year.

8. [In accordance with Section 6.1(h) of the Credit Agreement, attached hereto as Annex F is a correct and complete summary of the outstanding balances of all intercompany Indebtedness as of the last day of the Fiscal Quarter covered by the Financial Statements attached hereto as Annex A¹⁵].

9. [In accordance with Sections 6.1(i) and (j) of the Credit Agreement, attached hereto as Annexes F and G are complete and correct (i) copies of each management letter, audit report or similar letter or report received by any Group Member from any independent registered certified public accountant (including the Group Members’ Accountants) in connection with such Financial Statements or any audit thereof and (ii) a summary of all material insurance coverage maintained as of the date thereof by any Group Member¹⁶].¹⁷

10. [In accordance with Section 5.7(a) and Section 5.11 of the Guaranty and Security Agreement, attached hereto as Annexes H and I are all changes to Schedule 6 and Schedule 7 of the Guaranty and Security Agreement since [the Closing Date] [the date of the most recently delivered Compliance Certificate]

[Signature Page Follows]

15	Insert bracketed language only for quarterly reports.
16	Insert other information reasonably required by the Administrative Agent.
17	Insert bracketed language only for annual reports.

COMPLIANCE CERTIFICATE OF
REGENT BROADCASTING, LLC

D-2

In Witness Whereof, the undersigned has executed this certificate on the date first written above.

Name:

Title:

[SIGNATURE PAGE TO COMPLIANCE CERTIFICATE OF
REGENT BROADCASTING, LLC]

ANNEX A
to
COMPLIANCE CERTIFICATE OF                                         
DATED                     ,      

FINANCIAL STATEMENTS

Annex A-1

ANNEX B
to
COMPLIANCE CERTIFICATE OF                                         
DATED                     ,      

FINANCIAL CALCULATIONS

Annex B-1

[ANNEX C
to
COMPLIANCE CERTIFICATE OF                                         
DATED                     ,      

CONTINUING DEFAULTS]¹⁸

¹⁸ Delete if not used in the text of the certificate.

Annex C-1

ANNEX D[-1]
to
COMPLIANCE CERTIFICATE OF                                         
DATED                     ,      

CORPORATE CHART

Annex D-1-1

ANNEX D[-2]
to
COMPLIANCE CERTIFICATE OF                                         
DATED                     ,      

MODIFICATIONS TO CONSTITUENT DOCUMENTS

Annex D-2-1

ANNEX E
to
COMPLIANCE CERTIFICATE OF                                         
DATED                     ,      

MANAGEMENT DISCUSSION AND ANALYSIS

Annex E-1

ANNEX F
to
COMPLIANCE CERTIFICATE OF                                         
DATED                     ,      

[INTERCOMPANY INDEBTEDNESS][MANAGEMENT LETTERS]

Annex F-1

ANNEX G
to
COMPLIANCE CERTIFICATE OF                                         
DATED                     ,      

SUMMARY OF MATERIAL INSURANCE COVERAGES

Annex G-1

EX-4.G

Exhibit 4(g)

$25,000,000

SUBORDINATED NOTES AGREEMENT

Dated as of April 27, 2010

among

REGENT BROADCASTING, LLC, as Company

REGENT COMMUNICATIONS, INC., AS ONE OF THE GUARANTORS

THE SUBORDINATED NOTEHOLDERS HERETO

and

GENERAL ELECTRIC CAPITAL CORPORATION,
AS SUBORDINATED NOTES AGENT

“This agreement and the rights and obligations hereunder are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Subordination Agreement”) dated as of April 27, 2010, among General Electric Capital Corporation, as Subordinated Notes Agent, Regent Broadcasting, LLC (the “Company”) and General Electric Capital Corporation, as Administrative Agent, to the indebtedness (including interest) owed by the Company pursuant to that certain Credit Agreement dated as of April 27, 2010 among the Company, Regent Communications, Inc., as one of the Guarantors, General Electric Capital Corporation, as Administrative Agent for the lenders from time to time party thereto and such lenders, as such Credit Agreement has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time and to indebtedness refinancing the indebtedness under that agreement as contemplated by the Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.”

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

ARTICLE 1 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS	1
Section 1.1 Defined Terms	1
Section 1.2 [Reserved]	21
Section 1.3 Accounting Terms and Principles: GAAP	21
Section 1.4 Payments	21
Section 1.5 Interpretation	21
ARTICLE 2 THE LOAN	22
Section 2.1 The Notes	22
Section 2.2 [Reserved].	22
Section 2.3 Optional Prepayments	22
Section 2.4 Mandatory Prepayments	22
Section 2.5 Interest	23
Section 2.6 [Reserved]	24
Section 2.7 Fees	24
Section 2.8 Application of Payments	24
Section 2.9 Payments and Computations	24
Section 2.10 Evidence of Debt	25
Section 2.11 [Reserved]	26
Section 2.12 [Reserved]	26
Section 2.13 Taxes	26
Section 2.14 Substitution of Noteholders	28
ARTICLE 3 CONDITIONS TO SUBORDINATED NOTES	29
Section 3.1 Conditions Precedent to Effectiveness	29
Section 3.2 Determinations of Satisfaction of Conditions Precedent	31
ARTICLE 4 REPRESENTATIONS AND WARRANTIES	31
Section 4.1 Corporate Existence; Compliance with Law	31
Section 4.2 Subordinated Notes and Related Documents	32
Section 4.3 Ownership of Group Members	32
Section 4.4 Financial Statements	33
Section 4.5 Material Adverse Effect	33
Section 4.6 Solvency	33
Section 4.7 Litigation	33
Section 4.8 Taxes	34
Section 4.9 Margin Regulations	34
Section 4.10 No Burdensome Obligations; No Defaults	34

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

(i)

Section 4.11 Investment Company Act; Public Utility Holding Company Act	34
Section 4.12 Labor Matters	34
Section 4.13 ERISA	35
Section 4.14 Environmental Matters	35
Section 4.15 Intellectual Property	35
Section 4.16 Title; Real Property	36
Section 4.17 Full Disclosure	36
Section 4.18 Patriot Act	36
Section 4.19 [Reserved].	36
Section 4.20 Network Affiliation Agreements/Cable Franchise	36
Section 4.21 Radio Station Licenses and FCC Licenses	38
Section 4.22 FCC Rules and Regulations	38
ARTICLE 5 [RESERVED]	39
ARTICLE 6 REPORTING COVENANTS	39
Section 6.1 Financial Statements	39
Section 6.2 Other Events	41
Section 6.3 Copies of Notices and Reports	42
Section 6.4 Taxes	42
Section 6.5 Labor Matters	42
Section 6.6 ERISA Matters	43
Section 6.7 Environmental Matters	43
Section 6.8 Other Information	43
ARTICLE 7 AFFIRMATIVE COVENANTS	43
Section 7.1 Maintenance of Corporate Existence	43
Section 7.2 Compliance with Laws, Etc	44
Section 7.3 Payment of Obligations	44
Section 7.4 Maintenance of Property	44
Section 7.5 Maintenance of Insurance	44
Section 7.6 Keeping of Books	44
Section 7.7 Access to Books and Property	45
Section 7.8 Environmental	45
Section 7.9 Local Service	45
Section 7.10 Additional Guaranties	45
Section 7.11 [Reserved]	46
Section 7.12 License Subsidiaries	46
Section 7.13 Radio Station Licenses and FCC Licenses	46

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

(ii)

ARTICLE 8 NEGATIVE COVENANTS	46
Section 8.1 Indebtedness	46
Section 8.2 Liens	47
Section 8.3 Investments	48
Section 8.4 Asset Sales	48
Section 8.5 Restricted Payments	49
Section 8.6 Prepayment of Indebtedness	50
Section 8.7 Fundamental Changes	51
Section 8.8 Change in Nature of Business	51
Section 8.9 Transactions with Affiliates	51
Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments	51
Section 8.11 Modification of Certain Documents	52
Section 8.12 Accounting Changes; Fiscal Year	52
Section 8.13 Margin Regulations	52
Section 8.14 Compliance with ERISA	52
Section 8.15 Hazardous Materials	52
Section 8.16 Local Marketing Agreements	52
Section 8.17 License Subsidiaries	53
Section 8.18 Communication Authorizations	53
ARTICLE 9 EVENTS OF DEFAULT	53
Section 9.1 Definition	53
Section 9.2 Remedies	55
Section 9.3 Governmental Approvals	55
ARTICLE 10 THE SUBORDINATED NOTES AGENT	56
Section 10.1 Appointment and Duties	56
Section 10.2 Binding Effect	56
Section 10.3 Use of Discretion	56
Section 10.4 Delegation of Rights and Duties	57
Section 10.5 Reliance and Liability	57
Section 10.6 Subordinated Notes Agent Individually	58
Section 10.7 Noteholder Credit Decision	58
Section 10.8 Expenses; Indemnities	59
Section 10.9 Resignation of Subordinated Notes Agent	59
Section 10.10 Release of Guarantors	60

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

(iii)

ARTICLE 11 MISCELLANEOUS	60
Section 11.1 Amendments, Waivers, Etc	60
Section 11.2 Assignments and Participations; Binding Effect	61
Section 11.3 Costs and Expenses	63
Section 11.4 Indemnities	64
Section 11.5 Survival	65
Section 11.6 Limitation of Liability for Certain Damages	65
Section 11.7 Noteholder-Creditor Relationship	65
Section 11.8 Right of Setoff	65
Section 11.9 Sharing of Payments, Etc.	65
Section 11.10 [Reserved]	66
Section 11.11 Notices	66
Section 11.12 Electronic Transmissions	66
Section 11.13 Governing Law	67
Section 11.14 Jurisdiction	67
Section 11.15 Waiver of Jury Trial	68
Section 11.16 Severability	68
Section 11.17 Execution in Counterparts	68
Section 11.18 Entire Agreement	68
Section 11.19 Use of Name	69
Section 11.20 Non-Public Information; Confidentiality	69
Section 11.21 Patriot Act Notice	69
Section 11.22 Subordination Agreement	69

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

(iv)

THIS SUBORDINATED NOTES AGREEMENT, DATED AS OF APRIL 27, 2010, IS ENTERED INTO AMONG REGENT BROADCASTING, LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “COMPANY”), REGENT COMMUNICATIONS, INC., A DELAWARE CORPORATION (“HOLDINGS”), THE NOTEHOLDERS (AS HEREINAFTER DEFINED), AND GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”), AS SUBORDINATED NOTES AGENT FOR THE NOTEHOLDERS (IN SUCH CAPACITY, AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “SUBORDINATED NOTES AGENT”).

W I T N E S S E T H:

WHEREAS, the Company, Holdings and initial Noteholders are party to that certain Credit Agreement, dated as of November 21, 2006, by and among, inter alia, Company, Holdings and Bank of America, N.A., as administrative agent for the Lenders (as defined therein) (as heretofore amended, modified and supplemented, the “Existing Credit Agreement”);

WHEREAS, pursuant to the Existing Credit Agreement, inter alia, loans were made to the Company and the Company had certain obligations in respect of certain hedge agreements (collectively, the “Existing Obligations”);

WHEREAS, on March 1, 2010, Holdings, the Company and the other debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (collectively, the “Initial Cases”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);

WHEREAS, on April 12, 2010, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Joint Plan of Reorganization of Regent Communications, Inc. and its debtor affiliates (as in effect on the effective date thereof, the “Plan”);

WHEREAS, pursuant to the Plan, the Existing Obligations will be exchanged and substituted for the New Term Loan, the New PIK Loan and the New Equity of Parent (as each such term is defined in the Plan); and

WHEREAS, the extensions of credit provided for herein at the date hereof constitute the New PIK Loan contemplated by the Plan and the Confirmation Order;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1 Defined Terms. As used in this Agreement, the following terms have the following meanings:

“Affected Noteholder” has the meaning specified in Section 2.14.

“Affiliate” means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that no Noteholder (other than Oaktree) shall be an Affiliate of the Company. For purpose of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, 10% or more of the Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

1

“Agreement” means this Subordinated Notes Agreement.

“Approved Fund” means, with respect to any Noteholder, any Person (other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (b) is advised or managed by (i) such Noteholder, (ii) any Affiliate of such Noteholder or (iii) any Person (other than an individual) or any Affiliate of any Person (other than an individual) that administers or manages such Noteholder.

“Assignment” means an assignment agreement entered into by a Noteholder, as assignor, and any Person, as assignee, pursuant to the terms and provisions of Section 11.2 (with the consent of any party whose consent is required by Section 11.2), accepted by the Subordinated Notes Agent, in substantially the form of Exhibit A, or any other form approved by the Subordinated Notes Agent.

“Bankruptcy Court” has the meaning specified in the recitals hereto.

“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA other than a Multiemployer Plan to which any Group Member sponsors or contributes, or has an obligation to contribute, to.

“Business” means collectively, (a) the business conducted by the Company or any of its Subsidiaries on and as of the Closing Date and (b) any business involving or reasonably related to the ownership, management or operation in the United States of any Radio Stations, billboard assets and other outdoor advertising assets and properties, television stations, cable companies and cable franchises, including any ancillary digital or other media associated therewith in market areas in which the Company or any of its Subsidiaries operate in as of the Closing Date or in market areas within a 200 mile radius of such market areas or future market areas the Company or any of its Subsidiaries operate in which at the time the Company or any of its Subsidiaries commence operation therein was within a 200 mile radius of an existing market area of the Company or any of its Subsidiaries; provided, however, that in no event shall Business include any business involving the ownership, management or operation of any print publication assets.

“Business Day” means any day of the year that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City.

“Cable Act” means Title VI of the Communications Act of 1934, as amended, 47 U.S.C. §§ 151 et seq., and all other provisions of the Cable Communications Policy Act of 1984, Pub. L. No. 98-549, and the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, and the Telecommunications Act of 1996, Pub. L. No. 104-104, as such statutes may be amended from time to time, and the rules and regulations promulgated thereunder by the FCC.

“Cable Franchise Agreements” means any agreement in which one or more of the Credit Parties has been granted a franchise, or otherwise licensed or permitted, to provide cable television services in a specific geographical location.

“Cable System” means each cable television system operated by Company and/or any of its Subsidiaries pursuant to a Cable Franchise Agreement.

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

2

“Capital Expenditures” means, for any Person for any period, the aggregate of all expenditures, by such Person and its Subsidiaries during such period for the acquisition, leasing (pursuant to a Capital Lease), construction, replacement, repair, substitution or improvement of fixed or capital assets or additions to equipment, in each case required to be capitalized under GAAP on a Consolidated balance sheet of such Person, excluding (a) interest capitalized during construction, (b) any expenditure to the extent, for purpose of the definition of Permitted Acquisition, such expenditure is part of the aggregate amounts payable in connection with, or other consideration for, any Permitted Acquisition consummated during or prior to such period, (c) expenditures made with the proceeds of equity contributions made to the Parent and contributed to Holdings as equity and further contributed to the Company as equity, in each case, after the date hereof and (d) expenditures for assets made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with insurance proceeds paid on account of the loss of or damage to the assets being replaced, substituted for, restored or repaired to the extent permitted hereunder.

“Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any property (whether real, personal or mixed) by such Person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.

“Capitalized Interest” has the meaning specified in Section 2.5(b).

“Capitalized Lease Obligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any Sale and Leaseback Transaction of any Person or any synthetic lease, the amount of all obligations of such Person that is (or that would be, if such synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Noteholder or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clauses (a), (b), (c) and (d) above shall not exceed 365 days.

“CERCLA” means the United States Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.).

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

3

“Change of Control” means the occurrence of any of the following: (a) the Permitted Investors (other than Parent or its Subsidiaries) shall sell or otherwise transfer 35% or more of their legal, economical, beneficial voting, or other ownership rights associated with the Stock of Parent held by the Permitted Investors (other than Parent or its Subsidiaries) on the date hereof to any Person other than a Permitted Investor (other than Parent or its Subsidiaries), (b) Parent shall cease to, directly or indirectly, own and control legally and beneficially all of the economic and voting rights associated with ownership of all outstanding Stock of all classes of Voting Stock of Holdings (except to the extent such failure results from an exchange of Stock of the Parent for Stock of Holdings in connection with management equity repurchases of Stock of the Parent, provided that such Holdings Stock so exchanged is immediately repurchased and retired by Holdings, (c) Holdings shall cease to own and control legally and beneficially all of the economic and voting rights associated with ownership of all outstanding Stock of all classes of Stock of the Company or (d) a “Change of Control” or any term of similar effect, as defined in the Subordinated Notes Agreement or in any other document governing Indebtedness of any Group Member having a principal amount in excess of $750,000 shall occur.

“Closing Date” means the first date on which the conditions set forth in Section 3.1 are satisfied.

“Code” means the U.S. Internal Revenue Code of 1986.

“Code of Federal Regulations” means the general and permanent rules published in the federal register by the executive departments and agencies of the federal government of the United States.

“Communications Laws” has the meaning specified in Section 4.22.

“Company” has the meaning specified in the preamble hereto.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Confirmation Order” has the meaning specified in the recitals hereto.

“Consolidated” means, with respect to any Person, the accounts of such Person and its Subsidiaries consolidated in accordance with GAAP.

“Constituent Documents” means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation of such Person, (b) the bylaws, operating agreement or joint venture agreement of such Person, (c) any other constitutive, organizational or governing document of such Person, whether or not equivalent, and (d) any other document setting forth the manner of election or duties of the directors, officers or managing members of such Person or the designation, amount or relative rights, limitations and preferences of any Stock of such Person.

“Contractual Obligation” means, with respect to any Person, any provision of any Security issued by such Person or of any document or undertaking (other than a Subordinated Notes Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

“Copyright Act” means the United States Copyright Act of 1976.

“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.

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“Corporate Chart” means a document in form reasonably acceptable to the Subordinated Notes Agent and setting forth, as of a date set forth therein, for each Person that is a Credit Party, that is subject to Section 7.10 or that is a Subsidiary or joint venture of any of them, (a) the full legal name of such Person, (b) the jurisdiction of organization and any organizational number and tax identification number of such Person, (c) the location of such Person’s chief executive office (or, if applicable, sole place of business) and (d) the number of shares of each class of Stock of such Person authorized, the number outstanding and the number and percentage of such outstanding shares for each such class owned, directly or indirectly, by any Credit Party or any Subsidiary of any of them.

“Credit Party” means the Company and each Guarantor.

“Customary Permitted Liens” means, with respect to any Person, any of the following:

(a) Liens (i) with respect to the payment of taxes, assessments or other governmental charges or (ii) of suppliers, carriers, materialmen, warehousemen, workmen or mechanics and other similar Liens, in each case imposed by law or arising in the ordinary course of business, and, for each of the Liens in clauses (i) and (ii) above for amounts that are not yet due or that are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP;

(b) Liens of a collection bank on items in the course of collection arising under Section 4-208 of the UCC as in effect in the State of New York or any similar section under any applicable UCC or any similar Requirement of Law of any foreign jurisdiction;

(c) pledges or cash deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance or other types of social security benefits (other than any Lien imposed by ERISA), (ii) to secure the performance of bids, tenders, leases (other than Capital Leases) sales or other trade contracts (other than for the repayment of borrowed money) or (iii) made in lieu of, or to secure the performance of, surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation);

(d) judgment liens (other than for the payment of taxes, assessments or other governmental charges) securing judgments and other proceedings not constituting an Event of Default under Section 9.1(f) and pledges or cash deposits made in lieu of, or to secure the performance of, judgment or appeal bonds in respect of such judgments and proceedings;

(e) Liens (i) arising by reason of zoning restrictions, easements, licenses, reservations, restrictions, covenants, conditions, restrictions of record, rights-of-way, encroachments, minor defects or irregularities in title (including leasehold title) and other similar encumbrances on the use of real property or (ii) consisting of leases, licenses or subleases granted by a lessor, licensor or sublessor on its property (in each case other than Capital Leases) otherwise permitted under Section 8.4 that, for each of the Liens in clauses (i) and (ii) above, do not, in the aggregate, materially (x) impair the value or marketability of such real property or (y) interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

(f) Liens resulting from the filing of a precautionary UCC-1 financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

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(g) Liens of landlords and mortgagees of landlords (i) arising by statute or under any lease or related Contractual Obligation entered into in the ordinary course of business, (ii) on fixtures and movable tangible property located on the real property leased or subleased from such landlord, (iii) for amounts not yet due or that are being contested in good faith by appropriate proceedings diligently conducted and (iv) for which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP; and

(h) the title and interest of a lessor or sublessor in and to personal property leased or subleased (other than through a Capital Lease), in each case extending only to such personal property.

“Default” means any Event of Default and any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“Divestiture Trust Agreement” means that certain Trust Agreement, dated as of March 22, 2010, by and among Regent Broadcasting of Fort Collins, Inc., a Delaware corporation, Regent Broadcasting of Lafayette, Inc., a Delaware corporation, and Jay Meyers, as trustee, as such agreement may be amended pursuant to the Amended and Restated Trust Agreement in the form attached to the Divestiture Trust Agreement delivered to the Administrative Agent.

“Dollars” and the sign “$” each mean the lawful money of the United States of America.

“Domestic Person” means any “United States person” under and as defined in Section 770l(a)(30) of the Code.

“E-Fax” means any system used to receive or transmit faxes electronically.

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service.

“Environmental Laws” means all Requirements of Law and terms and conditions in Permits imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the environment and natural resources, including CERCLA, the SWDA, the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), all regulations promulgated under any of the foregoing, all analogous Requirements of Law and Permits and any environmental transfer of ownership notification or approval statutes, including the Industrial Site Recovery Act (N.J. Stat. Ann. §§ 13:1K-6 et seq.).

“Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies) that may be imposed on, incurred by or asserted against any Group Member as a result of, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any environmental, health or safety condition or with any Release and resulting from the ownership, lease, sublease or other operation or occupation of property by any Group Member, whether on, prior or after the date hereof.

“ERISA” means the United States Employee Retirement Income Security Act of 1974.

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“ERISA Affiliate” means, collectively, any Group Member, and any Person under common control, or treated as a single employer, with any Group Member, within the meaning of Section 414(b), (c), or, solely for purposes of Section 412 of the Code, within the meaning of Section 414(m) or (o) of the Code.

“ERISA Event” means any of the following: (a) a reportable event described in Section 4043(b) of ERISA (or, unless the 30-day notice requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan, (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due, and (h) the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder.

“E-Signature” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission.

“E-System” means any electronic system, including Intralinks^® and CleraPar^® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Subordinated Notes Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system.

“Event of Default” has the meaning specified in Section 9.1.

“Existing Credit Agreement” has the meaning specified in the recitals hereto.

“Existing Obligations” has the meaning specified in the recitals hereto.

“FAA” shall mean the Federal Aviation Administration and any successor thereto.

“FCC” means the Federal Communications Commission or any Governmental Authority which succeeds to the duties and functions presently performed by the Federal Communications Commission.

“FCC License Assets” shall have the meaning specified in the Plan.

“FCC Licenses” means all licenses, Permits, permissions and other authorizations issued by the FCC for the operation of television stations and community antenna relay service, earth station, business radio, microwave and special safety radio service facilities.

“FCC Long Form Application” shall have the meaning specified in the Plan.

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“Federal Flood Insurance” means Federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements located in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program.

“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System and any successor thereto.

“FEMA” means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance Program.

“Financial Statement” means each financial statement delivered pursuant to Section 4.4 or 6.1.

“Fiscal Quarter” means each 3 fiscal month period ending on March 31, June 30, September 30 or December 31.

“Fiscal Year” means the twelve-month period ending on December 31.

“Flood Insurance” means, for any real property located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that meets the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines. Flood Insurance shall be in an amount equal to (a) so long as the unpaid balance of the debt under the Senior Credit Agreement is greater than the full unpaid balance of the debt under the Subordinated Notes, the full, unpaid balance of the debt under the Senior Credit Agreement and (b) thereafter, the full, unpaid balance of the debt under the Senior Credit Agreement and the Subordinated Notes and, in each case, any prior liens on the real property up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by the Subordinated Notes Agent, with deductibles not to exceed $50,000.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination. Subject to Section 1.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of the Financial Statements described in Section 4.4(a).

“GE Capital” has the meaning specified in the preamble hereto.

“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Group Members” means, collectively, the Company, Holdings and their respective Subsidiaries.

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“Group Members’ Accountants” means Deloitte & Touche LLP or other nationally-recognized independent registered certified public accountants acceptable to the Subordinated Notes Agent.

“Guarantor” means Holdings, each Wholly Owned Subsidiary of the Company listed on Schedule 4.3 and each other Person that enters into any Guaranty Obligation with respect to any Obligation of any Credit Party.

“Guaranty Agreement” means a guaranty agreement, in substantially the form of Exhibit E, among the Administrative Agent, the Company and the Guarantors from time to time party thereto.

“Guaranty Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person for any Indebtedness, lease, dividend or other obligation (the “primary obligation”) of another Person (the “primary obligor”), if the purpose or intent of such Person in incurring such liability, or the economic effect thereof, is to guarantee such primary obligation or provide support, assurance or comfort to the holder of such primary obligation or to protect or indemnify such holder against loss with respect to such primary obligation, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of any primary obligation, (b) the incurrence of reimbursement obligations with respect to any letter of credit or bank guarantee in support of any primary obligation, (c) the existence of any Lien, or any right, contingent or otherwise, to receive a Lien, on the property of such Person securing any part of any primary obligation and (d) any liability of such Person for a primary obligation through any Contractual Obligation (contingent or otherwise) or other arrangement (i) to purchase, repurchase or otherwise acquire such primary obligation or any security therefor or to provide funds for the payment or discharge of such primary obligation (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency, working capital, equity capital or any balance sheet item, level of income or cash flow, liquidity or financial condition of any primary obligor, (iii) to make take-or-pay or similar payments, if required, regardless of non-performance by any other party to any Contractual Obligation, (iv) to purchase, sell or lease (as lessor or lessee) any property, or to purchase or sell services, primarily for the purpose of enabling the primary obligor to satisfy such primary obligation or to protect the holder of such primary obligation against loss or (v) to supply funds to or in any other manner invest in, such primary obligor (including to pay for property or services irrespective of whether such property is received or such services are rendered); provided, however, that “Guaranty Obligations” shall not include (x) endorsements for collection or deposit in the ordinary course of business and (y) product warranties given in the ordinary course of business. The outstanding amount of any Guaranty Obligation shall equal the outstanding amount of the primary obligation so guaranteed or otherwise supported or, if lower, the stated maximum amount for which such Person may be liable under such Guaranty Obligation.

“Hazardous Material” means any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances.

“Hedging Agreement” means any Interest Rate Contract, foreign exchange, swap, option or forward contract, spot, cap, floor or collar transaction, any other derivative instrument and any other similar speculative transaction and any other similar agreement or arrangement designed to alter the risks of any Person arising from fluctuations in any underlying variable.

“Holdings” has the meaning specified in the preamble hereto.

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“Indebtedness” of any Person means, without duplication, any of the following, whether or not matured: (a) all indebtedness for borrowed money, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all reimbursement and all other obligations with respect to (i) letters of credit, bank guarantees or bankers’ acceptances or (ii) surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation) other than those entered into in the ordinary course of business, (d) all obligations to pay the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business, (e) all obligations created or arising under any conditional sale or other title retention agreement, regardless of whether the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, (f) all Capitalized Lease Obligations, (g) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date that is 180 days after the Maturity Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends, (h) all payments that would be required to be made in respect of any Hedging Agreement in the event of a termination (including an early termination) on the date of determination and (i) all Guaranty Obligations for obligations of any other Person constituting Indebtedness of such other Person; provided, however, that the items in each of clauses (a) through (i) above shall constitute “Indebtedness” of such Person solely to the extent, directly or indirectly, (x) such Person is liable for any part of any such item, (y) any such item is secured by a Lien on such Person’s property or (z) any other Person has a right, contingent or otherwise, to cause such Person to become liable for any part of any such item or to grant such a Lien.

“Indemnified Matter” has the meaning specified in Section 11.4.

“Indemnitee” has the meaning specified in Section 11.4.

“Independent Trust Agreement” means that certain Trust Agreement, dated as of March 18, 2010, between Holdings and Jay Meyers, as Trustee, as such agreement may be amended pursuant to the Amended and Restated Trust Agreement in the form attached to the Independent Trust Agreement delivered to the Administrative Agent.

“Initial Cases” has the meaning specified in the recitals hereto.

“Initial Investors’ Equity Investment” means the substitution and exchange of certain of the Existing Obligations for the equity of Parent pursuant to, and on the terms provided for, in the Plan.

“Initial Investors’ Investment Documents” means each document executed in connection with the Initial Investors’ Equity Investment.

“Initial Projections” means those financial projections, dated March 15, 2010 covering the Fiscal Years ending in 2010 through 2014 and delivered to the Subordinated Notes Agent by the Company prior to the date hereof.

“Intellectual Property” means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.

“Internet Domain Names” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to Internet domain names.

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“Investment” means, with respect to any Person, directly or indirectly, (a) to own, purchase or otherwise acquire, in each case whether beneficially or otherwise, any investment in, including any interest in, any Security of any other Person (other than any evidence of any Obligation), (b) to purchase or otherwise acquire, whether in one transaction or in a series of transactions, all or a significant part of the property of any other Person or a business conducted by any other Person or all or substantially all of the assets constituting the business of a division, branch, brand or other unit operation of any other Person, (c) to incur, or to remain liable under, any Guaranty Obligation for Indebtedness of any other Person, to assume the Indebtedness of any other Person or to make, hold, purchase or otherwise acquire, in each case directly or indirectly, any deposit, loan, advance, commitment to lend or advance, or other extension of credit (including by deferring or extending the date of, in each case outside the ordinary course of business, the payment of the purchase price for Sales of property or services to any other Person, to the extent such payment obligation constitutes Indebtedness of such other Person), excluding deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items created in the ordinary course of business, (d) to make, directly or indirectly, any contribution to the capital of any other Person or (e) to Sell any property for less than fair market value (including a disposition of cash or Cash Equivalents in exchange for consideration of lesser value); provided, however, that such Investment shall be valued at the difference between the value of the consideration for such Sale and the fair market value of the property Sold.

“IP Ancillary Rights” means, with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

“IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right title and interest in or relating to any Intellectual Property.

“IRS” means the Internal Revenue Service of the United States and any successor thereto.

“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“License Subsidiary” means any special purpose Subsidiary of Company that (i) observes all corporate formalities, maintains separate books and records, does not commingle assets with any affiliate, holds no assets other than the Radio Station Licenses, FCC Licenses and PUC Certificates, and has no financial obligations other than to the Subordinated Notes Agent and Noteholders as a Guarantor and as a Guarantor under the Senior Loan Documents, (ii) is organized pursuant to organizational documents reasonably satisfactory to the Subordinated Notes Agent and (iii) is a Guarantor upon or prior to the time of acquiring any Radio Station Licenses, FCC License and PUC Certificate or is a Guarantor on the Closing Date or becomes a Guarantor in connection with a Permitted Acquisition.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

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“LMA” means any joint sales agreement, advertising sales agreement, time brokerage agreement, local marketing or management agreement or similar arrangement for any broadcast station to which Company or any of its Subsidiaries is a party.

“Local Franchising Authority” means any state, county, local or municipal Governmental Authority which regulates the provision of cable television service, including the award of franchises or other permits or authorizations to provide cable television service, and which has authority over the Cable Systems.

“Material Adverse Effect” means an effect that results in or causes, or could reasonably be expected to result in or cause, a material adverse change in any of (a) the condition (financial or otherwise), business, performance, operations or property of the Group Members, taken as a whole, (b) the ability of any Credit Party to perform its obligations under any Subordinated Notes Document and (c) the validity or enforceability of any Subordinated Notes Document or the rights and remedies of the Subordinated Notes Agent and/or the Noteholders under any Subordinated Notes Document.

“Material Environmental Liabilities” means Environmental Liabilities exceeding $750,000 in the aggregate.

“Maturity Date” means October 27, 2014.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, to which any ERISA Affiliate has or can reasonably be expected to have an obligation to contribute (including, without limitation, an obligation to pay Withdrawal Liability).

“National Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that mandates the purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities and provides protection to property owners through a Federal insurance program.

“Net Cash Proceeds” means proceeds received in cash from (a) any Sale of, or Property Loss Event with respect to, property, net of (i) the customary out-of-pocket cash costs, fees and expenses paid or required to be paid in connection therewith, (ii) taxes paid or reasonably estimated to be payable as a result thereof and (iii) any amount required to be paid or prepaid on Indebtedness (other than the Obligations and Indebtedness owing to any Group Member) secured by the property subject thereto or (b) any incurrence of Indebtedness, in each case net of brokers’, advisors’ and investment banking fees and other customary out-of-pocket underwriting discounts, commissions and other customary out-of-pocket cash costs, fees and expenses, in each case incurred in connection with such transaction; provided, however, that any such proceeds received by any Subsidiary of the Company that is not a Wholly Owned Subsidiary of the Company shall constitute “Net Cash Proceeds” only to the extent of the aggregate direct and indirect beneficial ownership interest of the Company therein.

“Non-U.S. Noteholder Party” means each of the Subordinated Notes Agent, each SPV and each participant, in each case that is not a Domestic Person.

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“Noteholder” means, collectively any financial institution or other Person that (a) is listed on the signature pages hereof as a “Noteholder” or (b) from time to time becomes a party hereto by execution of an Assignment, in each case together with its successors.

“Oaktree” means OCM Principal Opportunities Fund IV AIF (Delaware) L.P. and it’s Affiliates and any Person (other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (b) is advised or managed by (i) OCM Principal Opportunities Fund IV AIF (Delaware) L.P., (ii) any Affiliate of OCM Principal Opportunities Fund IV AIF (Delaware) L.P. or (iii) any Person (other than an individual) or any Affiliate of any Person (other than an individual) that administers or manages OCM Principal Opportunities Fund IV AIF (Delaware) L.P.

“Obligations” means, with respect to any Credit Party, all amounts, obligations, liabilities, covenants and duties of every type and description owing by such Credit Party to the Subordinated Notes Agent, any Noteholder, any other Indemnitee, any participant, or any SPV arising out of, under, or in connection with, any Subordinated Notes Document, whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication, (a) if such Credit Party is the Company, all Subordinated Notes, (b) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding, and (c) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Credit Party under any Subordinated Notes Document.

“Other Taxes” has the meaning specified in Section 2.13(c).

“Parent” means Regent Holdings LLC.

“Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor.

“PBGC” means the United States Pension Benefit Guaranty Corporation and any successor thereto.

“Permit” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, including without limitation, the FCC in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Permitted Acquisition” means any Proposed Acquisition satisfying each of the following conditions:

(a) the Proposed Acquisition Target is organized under the laws of a State in the United States or the District of Columbia and is in the same Business as the Company or a Business that the Company or its Subsidiaries are permitted to enter into;

(b) the Subordinated Notes Agent shall have received reasonable advance notice of such Proposed Acquisition including a reasonably detailed description thereof at least 15 Business Days prior to the consummation of such Proposed Acquisition (or such later date as may be agreed by the Subordinated Notes Agent) and the Subordinated Notes Agent shall have forwarded such notice to the Noteholders within 5 Business Days after receipt thereof and on or prior to the date of such Proposed Acquisition, the Subordinated Notes Agent shall have received copies of the acquisition agreement and related Contractual Obligations and other documents (including financial information and analysis, environmental assessments and reports, opinions, certificates, lien searches and FCC approvals) and information reasonably requested by the Subordinated Notes Agent;

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(c) as of the date of consummation of any transaction as part of such Proposed Acquisition and after giving effect to all transactions to occur on such date as part of such Proposed Acquisition, the representations and warranties set forth in any Subordinated Notes Document shall be true and correct in all material respects pursuant to clause (b) of Article 4 and no Default shall be continuing, and after giving effect to such Permitted Acquisition;

(d) the Company and its Subsidiaries (including any new Subsidiary) shall execute and deliver the agreements, instruments and other documents required by Section 7.10; and

(e) for any Proposed Acquisition which is a Radio Swap Transaction, (i) the Station Operating Income of the Proposed Acquisition Target for the trailing twelve months immediately prior to the date of such Proposed Acquisition together with the aggregate Station Operating Income pursuant to this clause (e)(i) associated with all Permitted Acquisitions which were Radio Swap Transactions does not exceed 15%, of the Station Operating Income of Holdings and its Subsidiaries for the trailing twelve months immediately prior to the date of such Proposed Acquisition and (ii) the aggregate amount of cash payable by the Credit Parties as part of the purchase price or other consideration of any such Radio Swap Transactions shall not exceed the lesser of (x) 25% of the Station Operating Income of such Proposed Acquisition Target for the trailing twelve months immediately prior to the date of such Proposed Acquisition and (y) $3,000,000.

“Permitted Indebtedness” means any Indebtedness of any Group Member that is not prohibited by Section 8.1 or any other provision of any Subordinated Notes Document.

“Permitted Investment” means any Investment of any Group Member that is not prohibited by Section 8.3 or any other provision of any Subordinated Notes Document.

“Permitted Investors” means, collectively Oaktree.

“Permitted Lien” means any Lien on or with respect to the property of any Group Member that is not prohibited by Section 8.2 or any other provision of any Subordinated Notes Document.

“Permitted Refinancing” means Indebtedness constituting a refinancing or extension of Permitted Indebtedness that (a) has an aggregate outstanding principal amount not greater than the sum of (x) aggregate principal amount of such Permitted Indebtedness plus accrued and unpaid interest thereon and accrued and unpaid fees and reasonable expenses related thereto outstanding at the time of such refinancing or extension, plus (y) the amount of any early prepayment penalties actually paid as a result of such Permitted Refinancing, (b) has a weighted average maturity (in each case, measured as of the date of such refinancing or extension) and maturity no shorter or earlier, as applicable than that of such Permitted Indebtedness, (c) is not entered into as part of a Sale and Leaseback transaction, (d) is not secured by any property or any Lien other than those securing such Permitted Indebtedness, (e) has an interest rate no greater than the interest rate for such Permitted Indebtedness and has a cash interest cost no greater than the cash interest cost for such Permitted Indebtedness, and (f) is otherwise on terms no less favorable to the Group Members, taken as a whole, than those of such Permitted Indebtedness; provided, however that clauses (a)-(f) shall not apply with respect to a refinancing or extension of the Senior Debt to the extent such refinancing or extension would have been a “Permitted Refinancing” under the Subordination Agreement; provided, further, however, that, notwithstanding the foregoing, (x) the terms of such Permitted Indebtedness may be modified as part of such Permitted Refinancing if such modification would have been permitted pursuant to Section 8.11 and (y) no Guaranty Obligation for such Indebtedness shall constitute part of such Permitted Refinancing unless similar Guaranty Obligations with respect to such Permitted Indebtedness existed and constituted Permitted Indebtedness prior to such refinancing or extension.

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“Permitted Reinvestment” means, with respect to the Net Cash Proceeds of any Sale or Property Loss Event, to acquire (or make Capital Expenditures to finance the acquisition, repair, improvement or construction of), to the extent otherwise permitted hereunder, property useful in the business of the Company or any of its Subsidiaries (including through a Permitted Acquisition) or, if such Property Loss Event involves loss or damage to property, to repair such loss or damage or to the extent otherwise permitted hereunder, acquire property useful in the business of the Company or any of its Subsidiaries.

“Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority.

“Plan” has the meaning specified in the recitals hereto.

“Pro Forma Balance Sheet” has the meaning specified in Section 4.4(d).

“Pro Forma Basis” means, with respect to any determination for any period and any Pro Forma Transaction, that such determination shall be made by giving pro forma effect to each such Pro Forma Transaction, as if each such Pro Forma Transaction had been consummated on the first day of such period, based on historical results accounted for in accordance with GAAP and, to the extent applicable, reasonable assumptions that are specified in detail in the relevant Compliance Certificate, Financial Statement or other document provided to the Subordinated Notes Agent or any Noteholder in connection herewith in accordance with Regulation S-X of the Securities Act of 1933.

“Pro Forma Transaction” means any transaction consummated as part of any Permitted Acquisition (including a Radio Swap Transaction), together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

“Projections” means, collectively, the Initial Projections and any document delivered pursuant to Section 6.1(f).

“Property Loss Event” means, with respect to any property, any loss of or damage to such property or any taking of such property or condemnation thereof.

“Proposed Acquisition” means (a) any proposed acquisition that is consensual and approved by the board of directors of such Proposed Acquisition Target, of all or substantially all of the assets or Stock of or any line of business, division, branch or other operating unit of any Proposed Acquisition Target by the Company or any Subsidiary of the Company (or by Holdings to the extent such assets and Stock of or any line of business, division, branch or other operating unit are transferred to the Company or any Subsidiary of the Company contemporaneously with such acquisition) or (b) any proposed merger of any Proposed Acquisition Target with or into the Company or any Subsidiary of the Company (and, in the case of a merger with the Company, with the Company being the surviving corporation).

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“Proposed Acquisition Target” means any Person or any brand, line of business, division, branch, operating division or other unit operation of any Person.

“Pro Rata Outstandings” of any Noteholder at any time, means the outstanding principal amount of the Subordinated Notes owing to such Noteholder.

“Pro Rata Share” means, with respect to any Noteholder at any time, the percentage obtained by dividing (a) the Pro Rata Outstandings therein of such Noteholder then in effect by (b) the Pro Rata Outstandings therein of all Noteholders then in effect; provided, however, that, if there are no Pro Rata Outstandings, such Noteholder’s Pro Rata Share shall be determined based on the Pro Rata Share in the Subordinated Notes most recently in effect, after giving effect to any subsequent assignment and any subsequent non-pro rata payments of any Noteholder pursuant to Section 2.14.

“PUC” means any public utility commission, public service commission or similar regulatory body with jurisdiction over the Business.

“PUC Certificate” means any certificate of public convenience or necessity or other authorization issued by a PUC which is necessary for the conduct of the Business.

“Radio Station Licenses” means all licenses, Permits, permissions and other authorizations issued by the FCC for the operation of any Radio Station.

“Radio Stations” means and includes, collectively, (a) all of the AM and FM radio stations owned and operated by the Company or any of its Subsidiaries as of the Closing Date, and (b) all radio stations from time to time acquired after the Closing Date by the Company or any of its Subsidiaries.

“Radio Swap Transaction” means, in relation to any Person, any transaction, or any series of related transactions, in which such Person, or any of its Affiliates, shall acquire one or more Radio Stations and related business assets and properties in exchange (whether in whole or in part) for one or more Radio Stations and related business assets and properties owned by such Person.

“Register” has the meaning specified in Section 2.10(b).

“Reinvestment Prepayment Amount” means, with respect to any Net Cash Proceeds on the Reinvestment Prepayment Date therefor, the amount of such Net Cash Proceeds less any amount paid or required to be paid by any Group Member to make Permitted Reinvestments with such Net Cash Proceeds pursuant to a Contractual Obligation entered into prior to such Reinvestment Prepayment Date with any Person that is not an Affiliate of the Company.

“Reinvestment Prepayment Date” means, with respect to any portion of any Net Cash Proceeds of any Sale or Property Loss Event, the earliest of (a) the 365^th day after the completion of the portion of such Sale or Property Loss Event corresponding to such Net Cash Proceeds, (b) the date that is 5 Business Days after the date on which the Company shall have notified the Subordinated Notes Agent of the Company’s determination not to make Permitted Reinvestments with such Net Cash Proceeds, (c) the occurrence of any Event of Default set forth in Section 9.1(e)(ii) and (d) 5 Business Days after the delivery of a notice by the Subordinated Notes Agent or the Required Noteholders to the Company during the continuance of any other Event of Default.

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“Related Documents” means, collectively, the Divestiture Trust Agreement (including, the form of the proposed Amended and Restated Trust Agreement related thereto), the Independent Trust Agreement (including, the form of the proposed Amended and Restated Independent Trust Agreement related thereto), the Senior Loan Documents, and the Initial Investors’ Investment Documents, delivered to the Subordinated Notes Agent pursuant to Section 3.1(b)(viii)(C) and each other document executed with respect to any of the foregoing or any Related Transaction.

“Related Person” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article 3) and other consultants and agents of or to such Person or any of its Affiliates, together with, if such Person is the Subordinated Notes Agent, each other Person or individual designated, nominated or otherwise mandated by or helping the Subordinated Notes Agent pursuant to and in accordance with Section 10.4 or any comparable provision of any Subordinated Notes Document.

“Related Transactions” means, collectively, the substitution and exchange of certain of the Existing Obligations for the Senior Loans and the Stock of Holdings pursuant to the Plan, the entering into of the Divesture Trust Agreement and the Independent Trust Agreement, the execution and delivery of all Related Documents and the payment of all related fees, costs and expenses.

“Release” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“Remedial Action” means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

“Required Noteholders” means, at any time, Noteholders having at such time in excess of 50% of the Pro Rata Outstandings; provided, however, that Required Noteholders must consist of at least two Noteholders who are not Affiliates of each other or an Approved Fund of any such Noteholder.

“Requirements of Law” means, with respect to any Person, collectively, the common law and all federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means, with respect to any Person, any of the president, chief executive officer, vice president, treasurer, assistant treasurer, controller, managing member or general partner of such Person but, in any event, with respect to financial matters, any such officer that is responsible for preparing the Financial Statements delivered hereunder and, with respect to the Corporate Chart and other documents delivered pursuant to Section 6.1(e), documents delivered on the Closing Date and documents delivered pursuant to Section 7.10, the secretary or assistant secretary of such Person or any other officer responsible for maintaining the corporate and similar records of such Person.

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“Restricted Payment” means (a) any dividend, return of capital, distribution or any other payment or Sale of property for less than fair market value, whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation or forgiveness of Indebtedness and similar Contractual Obligations) and whether in cash, Securities or other property, on account of any Stock or Stock Equivalent of the Company or any of its Subsidiaries, in each case now or hereafter outstanding, including with respect to a claim for rescission of a Sale of such Stock or Stock Equivalent and (b) any redemption, retirement, termination, defeasance, cancellation, purchase or other acquisition for value, whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation or forgiveness of Indebtedness and similar Contractual Obligations), of any Stock or Stock Equivalent of any Group Member or of any direct or indirect parent entity of the Company, now or hereafter outstanding, and any payment or other transfer setting aside funds for any such redemption, retirement, termination, cancellation, purchase or other acquisition, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise.

“S&P” means Standard & Poor’s Rating Services.

“Sale and Leaseback Transaction” means, with respect to any Person (the “obligor”), any Contractual Obligation or other arrangement with any other Person (the “counterparty”) consisting of a lease by such obligor of any property that, directly or indirectly, has been or is to be Sold by the obligor to such counterparty or to any other Person to whom funds have been advanced by such counterparty based on a Lien on, or an assignment of, such property or any obligations of such obligor under such lease.

“Security” means all Stock, Stock Equivalents, voting trust certificates, bonds, debentures, instruments and other evidence of Indebtedness, whether or not secured, convertible or subordinated, all certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, options and other rights to acquire, any Security.

“Sell” means, with respect to any property, to sell, convey, transfer, assign, license, lease or otherwise dispose of, any interest therein or to permit any Person to acquire any such interest, including, in each case, through a Sale and Leaseback Transaction or through a sale, factoring at maturity, collection of or other disposal, with or without recourse, of any notes or accounts receivable. Conjugated forms thereof and the noun “Sale” have correlative meanings.

“Senior Credit Agreement” means the Credit Agreement, dated the date hereof, between the Company, Holdings, GE Capital, as administrative agent and collateral agent, GE Capital Markets Inc., as sole lead arranger and bookrunner and the lenders from time to time party thereto, as such agreement may be amended, restated, supplemented or replaced (including by refinancing) from time to time.

“Senior Debt” has the meaning specified in the Subordination Agreement.

“Senior Loans” means the loans made under the Senior Credit Agreement on the date hereof.

“Senior Loan Documents” means, collectively, the Senior Credit Agreement and any other document related thereto.

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“Solvent” means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Flood Hazard Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year.

“SPV” means any special purpose funding vehicle identified as such in a writing by any Noteholder to the Subordinated Notes Agent.

“Station Operating Income” means, with respect to any fiscal period, without duplication, an amount equal to Station Revenue for such period, minus to the extent included in determining Station Revenue for such period, the sum of, (i) station programming expenses and (ii) general and administrative expenses at the station level (but not the corporate level).

“Station Revenue” means, for any fiscal period, the revenue of Company and its Subsidiaries derived directly from the operation of Radio Stations during such period, net of any commissions paid to any third parties with respect to such revenue.

“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.

“Subordinated Debt” means any Indebtedness that is subordinated to the payment in full of the Obligations on terms and conditions reasonably satisfactory to the Subordinated Notes Agent.

“Subordinated Notes” has the meaning specified in Section 2.1. The amount of Subordinated Notes held by each Noteholder as of the Closing Date is set forth on Schedule I hereto.

“Subordinated Notes Agent” has the meaning specified in the preamble hereto.

“Subordinated Notes Documents” means, collectively, the Subordinated Notes, the Subordinated Notes Agreement, the Guaranty Agreement and any other document related to any of the foregoing.

“Subordination Agreement” means that certain Subordination Agreement, dated as of the date hereof, among the Company, the administrative agent under the Senior Credit Agreement and the Subordinated Notes Agent.

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“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than 50% of the outstanding Voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person.

“Substitute Noteholder” has the meaning specified in Section 2.14(a).

“SWDA” means the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.).

“Tax Affiliate” means, (a) the Company and its Subsidiaries and (b) any Affiliate of the Company with which the Company files or is eligible to file consolidated, combined or unitary tax returns.

“Tax Return” has the meaning specified in Section 4.8.

“Taxes” has the meaning specified in Section 2.13(a).

“Title IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, sponsored by an ERISA Affiliate or to which any ERISA Affiliate has an obligation to contribute.

“Trademarks” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.

“Trade Secrets” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trade secrets.

“Trust” means the trust formed under the Independent Trust Agreement or any other trust formed in accordance with the terms of the Plan to hold the Ratio Station Licenses pending grant of the FCC Long Form Applications.

“United States” means the United States of America.

“U.S. Noteholder Party” means each of the Subordinated Notes Agent, each Noteholder, each SPV and each participant, in each case that is a Domestic Person.

“Voting Stock” means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the occurrence of any contingency).

“Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person, all of the Stock of which (other than nominal holdings and director’s qualifying shares) is owned by such Person, either directly or through one or more Wholly Owned Subsidiaries of such Person.

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“Withdrawal Liability” means, at any time, any liability incurred by any ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA.

Section 1.2 [Reserved]

Section 1.3 Accounting Terms and Principles: GAAPAll accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any Financial Statement hereafter adopted by Holdings shall be given effect if such change would affect a calculation that measures compliance with any provision of Article 8 unless the Company, the Subordinated Notes Agent and the Required Noteholders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article 8 shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value.”

Section 1.4 Payments. The Subordinated Notes Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Credit Party. Any such determination or redetermination by the Subordinated Notes Agent shall be conclusive and binding for all purposes, absent manifest error. No determination or redetermination by any Noteholder or Party and no other currency conversion shall change or release any obligation of any Credit Party or Noteholder (other than the Subordinated Notes Agent and its Related Persons) under any Subordinated Notes Document, each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted. The Subordinated Notes Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds.

Section 1.5 Interpretation. (a) Certain Terms. Except as set forth in any Subordinated Notes Document, all accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term “property”, which shall be interpreted as broadly as possible, including, in any case, cash, Securities, other assets, rights under Contractual Obligations and Permits and any right or interest in any property). The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole. In the computation of periods of time from a specified date to a later specified date in any Subordinated Notes Document, the terms “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.” In any other case, the term “including” when used in any Subordinated Notes Document means “including without limitation.” The term “documents” means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports. The term “incur” means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings.

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(b) Certain References. Unless otherwise expressly indicated, references (i) in this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule to, or Article, Section or clause in, this Agreement and (ii) in any Subordinated Notes Document, to (A) any agreement shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, unless the prior consent of any Noteholder required therefor is not obtained, any modification to any term of such agreement, (B) any statute shall be to such statute as modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative and (C) any time of day shall be a reference to New York time. Titles of articles, sections, clauses, exhibits, schedules and annexes contained in any Subordinated Notes Document are without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Unless otherwise expressly indicated, the meaning of any term defined (including by reference) in any Subordinated Notes Document shall be equally applicable to both the singular and plural forms of such term.

ARTICLE 2
THE LOAN

Section 2.1 The Notes. On the terms and subject to the conditions contained in this Agreement, the Noteholders as contemplated by the Plan have exchanged a portion of their loans under the Existing Credit Agreement for the 12% Senior Subordinated PIK Notes to be issued hereunder and to be substantially in the form of Exhibit B hereto (all such Notes originally issued pursuant to this Agreement, or delivered in substitution, transfer, replacement or exchange for any thereof, being collectively called the “Subordinated Notes” and individually a “Subordinated Note”).

Section 2.2 [Reserved].

Section 2.3 Optional Prepayments. The Company may prepay the outstanding principal amount of any Subordinated Note, without premium or penalty, in whole or in part at any time; provided, however, that each partial prepayment that is not of the entire outstanding amount under the Subordinated Notes shall be in an aggregate amount that is an integral multiple of $500,000.

Section 2.4 Mandatory Prepayments (a) [Reserved]

(b) Debt Issuances. Subject to Section 2.4(d), upon receipt on or after the Closing Date by any Credit Party or any of its Subsidiaries of Net Cash Proceeds arising from the incurrence by any Credit Party or any of its Subsidiaries of Indebtedness of the type specified in clause (a) or (b) of the definition thereof (other than any such Indebtedness permitted hereunder in reliance upon any of clauses (a) through (j) of Section 8.1), the Company shall immediately pay or cause to be paid to the Subordinated Notes Agent an amount equal to 100% of such Net Cash Proceeds.

(c) Asset Sales and Property Loss Events. Subject to Section 2.4(d), upon receipt on or after the Closing Date by any Credit Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property other than Sales of its own Stock and Sales of property permitted hereunder in reliance upon any of clauses (a) through (h) (i) of Section 8.4 or (ii) any Property Loss Event with respect to any property of any Group Member to the extent resulting, in the aggregate with all other such Property Loss Events, in the receipt by any of them of Net Cash Proceeds in excess of $500,000, the Company shall, after the application of any such Net Cash Proceeds to the Senior Debt required by the Senior Credit Agreement, pay or cause to be paid to the Subordinated Notes Agent an amount equal to the remaining Net Cash Proceeds; provided, however, that, upon any such receipt, as long as no Event of Default shall be continuing, any Group Member may make Permitted Reinvestments with such remaining Net Cash Proceeds and the Company shall not be required to make or cause such payment to the extent (x) such remaining Net Cash Proceeds are intended to be used to make Permitted Reinvestments and (y) on each Reinvestment Prepayment Date for such remaining Net Cash Proceeds, the Company shall pay or cause to be paid to the Subordinated Notes Agent an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such remaining Net Cash Proceeds. The Company shall notify the Subordinated Notes Agent within 5 days after it has determined that any portion of any Net Cash Proceeds will not be used to make Permitted Reinvestments.

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(d) Limitation and Application of Payments. Notwithstanding anything herein to the contrary, no payments shall be required or made pursuant to this Section 2.4 until such time as all the Senior Debt has been paid in full and the Subordination Agreement has been terminated. Any payments made to the Subordinated Notes Agent pursuant to this Section 2.4 shall be applied to the Obligations in accordance with Section 2.8(b).

Section 2.5 Interest (a) PIK Interest. Subject to Section 2.5(c) below, the entire unpaid principal balance of the Subordinated Notes outstanding from time to time shall bear interest at a per annum rate equal to twelve percent (12%) and, until such time as the Senior Debt has been paid in full and the Subordination Agreement has been terminated, such interest shall only be paid-in-kind. Upon payment in full in cash of the Senior Debt interest shall thereafter be paid in cash.

(b) Payments. Interest accrued on the unpaid principal balance hereof that is paid-in-kind (“Capitalized Interest”) shall be compounded quarterly on each March 31, June 30, September 30, and December 31, shall be added to (for all purposes including without limitation for purposes of calculating (and accruing) interest) principal, and thereafter shall be deemed to be, principal outstanding under the Subordinated Notes.

(c) Default Interest. Notwithstanding the rate of interest specified in clause (a) above or elsewhere in any Subordinated Notes Document, effective immediately upon (i) the occurrence of any Event of Default under Section 9.1(a) or (e) or (ii) the delivery of a notice by the Subordinated Notes Agent to the Company during the continuance of any other Event of Default and, in each case, for as long as such Event of Default shall be continuing, the principal balance of all Obligations (including any Obligation that bears interest by reference to the rate applicable to any other Obligation) then due and payable shall bear interest at a rate that is 2% per annum in excess of the interest rate applicable to such Obligations from time to time, payable on demand, paid-in-kind (unless and until such time as the Senior Debt has been paid in full and the Subordination Agreement has been terminated, at which time such interest shall be payable in cash) or, in the absence of demand, on the date that would otherwise be applicable.

(d) Savings Clause. Anything herein to the contrary notwithstanding, the obligations of the Company hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Noteholder would be contrary to the provisions of any law applicable to such Noteholder limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Noteholder, and in such event the Company shall pay such Noteholder interest at the highest rate permitted by applicable law (“Maximum Lawful Rate”); provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Company shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Subordinated Notes Agent, on behalf of Noteholders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement.

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Section 2.6 [Reserved]

Section 2.7 Fees. The Company shall not be required to pay to the Subordinated Notes Agent any administrative fees so long as the Subordinated Notes Agent is acting as administrative agent under the Senior Credit Agreement. If the Subordinated Notes Agent ceases to act as administrative agent under the Senior Credit Agreement, the Company shall pay to the Subordinated Notes Agent customary administrative agent fees.

Section 2.8 Application of Payments (a) Application of Voluntary Prepayments. Unless otherwise provided in this Section 2.8 or elsewhere in any Subordinated Notes Document, all payments and any other amounts received by the Subordinated Notes Agent from or for the benefit of the Company shall be applied to repay ratably the outstanding principal balance of the Subordinated Notes and then to any other Obligations outstanding.

(b) Application of Mandatory Prepayments. Subject to the provisions of clause (c) below with respect to the application of payments during the continuance of an Event of Default, any payment made by the Company to the Subordinated Notes Agent pursuant to Section 2.4 or any other prepayment of the Obligations required to be applied in accordance with this clause (b) shall be applied to repay ratably the outstanding principal balance of the Subordinated Notes, and, then, any excess shall be retained by the Company.

(c) Application of Payments During an Event of Default. Each of Holdings and the Company hereby irrevocably waives, and agrees to cause each Credit Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and agrees that, notwithstanding the provisions of clause (a) above, the Subordinated Notes Agent may, and, upon either (A) the direction of the Required Noteholders or (B) the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Subordinated Notes Agent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Noteholders, (iii) third, to pay interest then due and payable in respect of the Subordinated Notes, (iv) fourth, to repay the outstanding principal amounts of the Subordinated Notes and (v) fifth, to the ratable payment of all other Obligations.

Section 2.9 Payments and Computations (a) Procedure. (i) The Company shall make each cash payment under any Subordinated Notes Document not later than 11:00 a.m. on the day when due to the Subordinated Notes Agent by wire transfer or ACH transfer (which shall be the exclusive means of payment hereunder) to the following account (or at such other account or by such other means to such other address as the Subordinated Notes Agent shall have notified the Company in writing within a reasonable time prior to such payment) in immediately available Dollars and without setoff or counterclaim:

ABA No. 021-001-033
Account Number 502-797-91
Deutsche Bank Trust Company Americas
60 Wall Street, New York, New York
Account Name: General Electric Capital Corporation
Reference: CFK1349 Regent Broadcasting, LLC – Subordinated Debt

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The Subordinated Notes Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the Noteholders, in accordance with the application of payments set forth in Section 2.8. The Noteholders shall make any payment under any Subordinated Notes Document in immediately available Dollars and without setoff or counterclaim.

(ii) The Company shall not be required to issue additional Subordinated Notes in payment of any interest payable pursuant to Section 2.5(a) unless requested by any Lender. Amounts payable under Section 2.5(a), shall be evidenced as provided for in Section 2.10.

(b) Computations of Interests and Fees. All computations of interest and of fees shall be made by the Subordinated Notes Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination of an interest rate or the amount of a fee hereunder shall be made by the Subordinated Notes Agent and shall be conclusive, binding and final for all purposes, absent manifest error.

(c) Payment Dates. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day without any increase in such payment as a result of additional interest or fees; provided, however, that such interest and fees shall continue accruing as a result of such extension of time.

(d) Advancing Payments. Unless the Subordinated Notes Agent shall have received notice from the Company to the Noteholders prior to the date on which any payment is due hereunder that the Company will not make such payment in full, the Subordinated Notes Agent may assume that the Company has made such payment in full to the Subordinated Notes Agent on such date and the Subordinated Notes Agent may, in reliance upon such assumption, cause to be distributed to each Noteholder on such due date an amount equal to the amount then due such Noteholder. If and to the extent that the Company shall not have made such payment in full to the Subordinated Notes Agent, each Noteholder shall repay to the Subordinated Notes Agent on demand such amount distributed to such Noteholder together with interest thereon at a rate equal to the rate set forth in Section 2.5(a) for each day from the date such amount is distributed to such Noteholder until the date such Noteholder repays such amount to the Subordinated Notes Agent.

Section 2.10 Evidence of Debt (a) Records of Noteholders. Each Noteholder shall maintain in accordance with its usual practice accounts evidencing Indebtedness of the Company to such Noteholder resulting from each Subordinated Note of such Noteholder from time to time, including the amounts of principal and interest payable and paid to such Noteholder from time to time under this Agreement. In addition, each Noteholder having sold a participation in any of its Obligations or having identified an SPV as such to the Subordinated Notes Agent, acting as agent of the Company solely for this purpose and solely for tax purposes, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as such Noteholder shall notify the Company) a record of ownership, in which such Noteholder shall register by book entry (i) the name and address of each such participant and SPV (and each change thereto, whether by assignment or otherwise) and (ii) the rights, interest or obligation of each such participant and SPV in any Obligation and in any right to receive any payment hereunder.

(b) Records of Subordinated Notes Agent. The Subordinated Notes Agent, acting as agent of the Company solely for tax purposes and solely with respect to the actions described in this Section 2.10, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as the Subordinated Notes Agent may notify the Company) (i) a record of ownership (the “Register”) in which the Subordinated Notes Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of the Subordinated Notes Agent and each Noteholder in the Subordinated Notes, and any assignment of any such interest, obligation or right and (ii) accounts in the Register in accordance with its usual practice in which it shall record (A) the names and addresses of the Noteholders (and each change thereto pursuant to Section 2.14 and Section 11.2), (B) the amount of each Subordinated Note, (C) the amount of any principal or interest due and payable or paid, and (D) any other payment received by the Subordinated Notes Agent from the Company and its application to the Obligations.

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(c) Registered Obligations. Notwithstanding anything to the contrary contained in this Agreement, the Subordinated Notes are registered obligations, the right, title and interest of the Noteholders and their assignees in and to such Subordinated Notes shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 2.10 and Section 11.2 shall be construed so that the Subordinated Notes are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any successor provisions).

(d) Prima Facie Evidence. The entries made in the Register and in the accounts maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable Requirements of Law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that no error in such account and no failure of any Noteholder or the Subordinated Notes Agent to maintain any such account shall affect the obligations of any Credit Party to repay the Subordinated Notes in accordance with their terms. In addition, the Credit Parties, the Subordinated Notes Agent, and the Noteholders shall treat each Person whose name is recorded in the Register as a Noteholder for all purposes of this Agreement. Information contained in the Register with respect to any Noteholder shall be available for access by the Company, the Subordinated Notes Agent or such Noteholder at any reasonable time and from time to time upon reasonable prior notice. No Noteholder shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Noteholder unless otherwise agreed by the Subordinated Notes Agent.

(e) Subordinated Notes. Upon any Noteholder’s request, the Company shall promptly execute and deliver Subordinated Notes to such Noteholder evidencing the indebtedness owing to such Noteholder and substantially in the form of Exhibit B; provided, however, that only one Note shall be issued to each Noteholder, except (i) to an existing Noteholder exchanging existing Subordinated Notes to reflect changes in the Register relating to such Noteholder, in which case the new Subordinated Notes delivered to such Noteholder shall be dated the date of the original Subordinated Notes and (ii) in the case of loss, destruction or mutilation of existing Subordinated Notes and similar circumstances. Each Subordinated Note, if issued, shall only be issued as means to evidence the right, title or interest of a Noteholder or a registered assignee in and to the related Subordinated Note, as set forth in the Register, and in no event shall any Subordinated Note be considered a bearer instrument or obligation.

Section 2.11 [Reserved]

Section 2.12 [Reserved]

Section 2.13 Taxes (a) Payments Free and Clear of Taxes. Except as otherwise provided in this Section 2.13, each payment by any Credit Party under any Subordinated Notes Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, but excluding the taxes set forth in clauses (i) and (ii) below, the “Taxes”) other than for (i) taxes measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Noteholder as a result of a present or former connection between such Noteholder and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Noteholder having executed, delivered or performed its obligations or received a payment under, or enforced, any Subordinated Notes Document) or (ii) taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Noteholder to deliver the documentation required to be delivered pursuant to clause (f) below.

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(b) Gross-Up. If any Taxes shall be required by law to be deducted from or in respect of any amount payable under any Subordinated Notes Document to any Noteholder (i) such amount shall be increased as necessary to ensure that, after all required deductions for Taxes are made (including deductions applicable to any increases to any amount under this Section 2.13), such Noteholder receives the amount it would have received had no such deductions been made, (ii) the relevant Noteholder shall make such deductions, (iii) the relevant Noteholder shall timely pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable Requirements of Law and (iv) within 30 days after such payment is made, the relevant Noteholder shall deliver to the Subordinated Notes Agent an original or certified copy of a receipt evidencing such payment; provided, however, that no such increase shall be made with respect to, and no Noteholder shall be required to indemnify any such Noteholder pursuant to clause (d) below for, withholding taxes to the extent that the obligation to withhold amounts existed on the date that such Noteholder became a “Noteholder” under this Agreement in the capacity under which such Noteholder makes a claim under this clause (b), except in each case to the extent such Noteholder is a direct or indirect assignee (other than pursuant to Section 2.14) of any other Noteholder that was entitled, at the time the assignment of such other Noteholder became effective, to receive additional amounts under this clause (b).

(c) Other Taxes. In addition, the Company agrees to pay, and authorizes the Subordinated Notes Agent to pay in its name, any stamp, documentary, excise or property tax, charges or similar levies imposed by any applicable Requirement of Law or Governmental Authority and all Liabilities with respect thereto (including by reason of any delay in payment thereof), in each case arising from the execution, delivery or registration of, or otherwise with respect to, any Subordinated Notes Document or any transaction contemplated therein (collectively, “Other Taxes”). Within 30 days after the date of any payment of Taxes or Other Taxes by any Noteholder, the Company shall furnish to the Subordinated Notes Agent, at its address referred to in Section 11.11, the original or a certified copy of a receipt evidencing payment thereof.

(d) Indemnification. The Company shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to the Subordinated Notes Agent), each Noteholder for all Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.13) paid by such Noteholder and any Liabilities arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. A certificate of the Noteholder (or of the Subordinated Notes Agent on behalf of such Noteholder) claiming any compensation under this clause (d), setting forth the amounts to be paid thereunder and delivered to the Company with copy to the Subordinated Notes Agent, shall be conclusive, binding and final for all purposes, absent manifest error. In determining such amount, the Subordinated Notes Agent and such Noteholder may use any reasonable averaging and attribution methods.

(e) Mitigation. Any Noteholder claiming any additional amounts payable pursuant to this Section 2.13 shall use its reasonable efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its lending office if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Noteholder, be otherwise disadvantageous to such Noteholder.

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(f) Tax Forms. (i) Each Non-U.S. Noteholder Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (A) on or prior to the date such Non-U.S. Noteholder Party becomes a “Non-U.S. Noteholder Party” hereunder, (B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (i) and (D) from time to time if requested by the Company or the Subordinated Notes Agent (or, in the case of a participant or SPV, the relevant Noteholder), provide the Subordinated Notes Agent and the Company (or, in the case of a participant or SPV, the relevant Noteholder) with two completed originals of each of the following, as applicable: (1) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) or any successor forms, (2) in the case of a Non-U.S. Noteholder Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to the Subordinated Notes Agent that such Non-U.S. Noteholder Party is not (x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code or (z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (3) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Noteholder Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Noteholder Party under the Subordinated Notes Documents. Unless the Company and the Subordinated Notes Agent have received forms or other documents satisfactory to them indicating that payments under any Subordinated Notes Document to or for a Non-U.S. Noteholder Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Credit Parties and the Subordinated Notes Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate.

(ii) Each U.S. Noteholder Party shall (A) on or prior to the date such U.S. Noteholder Party becomes a “U.S. Noteholder Party” hereunder, (B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (D) from time to time if requested by the Company or the Subordinated Notes Agent (or, in the case of a participant or SPV, the relevant Noteholder), provide the Subordinated Notes Agent and the Company (or, in the case of a participant or SPV, the relevant Noteholder) with two completed originals of Form W-9 (certifying that such U.S. Noteholder Party is entitled to an exemption from U.S. backup withholding tax) or any successor form.

(iii) Each Noteholder having sold a participation in any of its Obligations or identified an SPV as such to the Subordinated Notes Agent shall collect from such participant or SPV the documents described in this clause (f) and provide them to the Subordinated Notes Agent.

Section 2.14 Substitution of Noteholders (a) Substitution Right. In the event that any Noteholder that is not an Affiliate of the Subordinated Notes Agent (an “Affected Noteholder”) (i) makes a claim for payment pursuant to Section 2.13(b), or (ii) does not consent to any amendment, waiver or consent to any Subordinated Notes Document for which the consent of the Required Noteholders is obtained but that requires the consent of other Noteholders, the Company may either pay in full such Affected Noteholder with respect to amounts due with the consent of the Subordinated Notes Agent or substitute for such Affected Noteholder any Noteholder or any Affiliate or Approved Fund of any Noteholder or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Subordinated Notes Agent (in each case, a “Substitute Noteholder”).

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(b) Procedure. To substitute such Affected Noteholder or pay in full the Obligations owed to such Affected Noteholder, the Company shall deliver a notice to the Subordinated Notes Agent and such Affected Noteholder. The effectiveness of such payment or substitution shall be subject to the delivery to the Subordinated Notes Agent by the Company (or, as may be applicable in the case of a substitution, by the Substitute Noteholder) of (i) payment for the account of such Affected Noteholder, of, to the extent accrued through, and outstanding on, the effective date for such payment or substitution, all Obligations owing to such Affected Noteholder (including those that will be owed because of such payment) and (ii) in the case of a substitution, (A) payment of the assignment fee set forth in Section 11.2(c) and (B) an assumption agreement in form and substance satisfactory to the Subordinated Notes Agent whereby the Substitute Noteholder shall, among other things, agree to be bound by the terms of the Subordinated Notes Documents.

(c) Effectiveness. Upon satisfaction of the conditions set forth in clause (b) above, the Subordinated Notes Agent shall record such substitution or payment in the Register, whereupon (i) the Affected Noteholder shall sell and be relieved of, and the Substitute Noteholder shall purchase and assume, all rights and claims of such Affected Noteholder under the Subordinated Notes Documents, except that the Affected Noteholder shall retain such rights expressly providing that they survive the repayment of the Obligations, (ii) the Substitute Noteholder shall become a “Noteholder” hereunder and (iii) the Affected Noteholder shall execute and deliver to the Subordinated Notes Agent an Assignment to evidence such substitution and deliver any Subordinated Note in its possession; provided, however, that the failure of any Affected Noteholder to execute any such Assignment or deliver any such Subordinated Note shall not render such sale and purchase (or the corresponding assignment) invalid.

ARTICLE 3
CONDITIONS TO SUBORDINATED NOTES

Section 3.1 Conditions Precedent to Effectiveness. The obligation of each Noteholder to exchange a portion of the Existing Obligations owing to it into its Subordinated Note hereunder as contemplated by the Plan is subject to the satisfaction or due waiver of each of the following conditions precedent:

(a) Approval by Noteholders. This Agreement shall have been approved and executed by Noteholders holding, in aggregate, at least 66 2/3% of the Existing Obligations.

(b) Certain Documents. The Subordinated Notes Agent shall have received each of the following, each dated the Closing Date unless otherwise agreed by the Subordinated Notes Agent, in form and substance satisfactory to the Subordinated Notes Agent and the Required Noteholders:

(i) this Agreement duly executed by Holdings and the Company and, for the account of each Noteholder having requested the same by notice to the Subordinated Notes Agent and the Company received by each at least 3 Business Days prior to the Closing Date (or such later date as may be agreed by the Company), Subordinated Notes referred to in Section 2.1 duly executed by the Company to the order of each such Noteholder;

(ii) [Reserved]

(iii) the Guaranty Agreement, duly executed by each Guarantor,

(iv) the Subordination Agreement duly executed by the Company, the administrative agent under the Senior Credit Agreement and the Subordinated Notes Agent;

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(v) duly executed favorable opinions of counsel to the Credit Parties in New York, California, Illinois and Minnesota, each addressed to the Subordinated Notes Agent and the Noteholders and addressing such matters as the Subordinated Notes Agent may reasonably request; provided, however that subject to the consent of the Administrative Agent, opinions with respected to Minnesota law may be given by New York counsel on a limited and qualified basis so long as the Borrower agrees to deliver Minnesota counsel opinion within 5 Business Days of the Closing Date;

(vi) a copy of each Constituent Document of each Credit Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Credit Party in such jurisdiction and each other jurisdiction where such Credit Party is qualified to do business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates);

(vii) a certificate of the secretary or other officer of each Credit Party in charge of maintaining books and records of such Credit Party certifying as to (A) the names and signatures of each officer of such Credit Party authorized to execute and deliver any Subordinated Notes Document, (B) the Constituent Documents of such Credit Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (vi) above, that there have been no changes from such Constituent Document so delivered) and (C) the resolutions of such Credit Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Subordinated Notes Document to which such Credit Party is a party;

(viii) a certificate of a Responsible Officer of the Company to the effect that (A) each condition set forth in Sections 3.1(d) and (f) has been satisfied, (B) both the Credit Parties taken as a whole and the Company are Solvent after giving effect to the Subordinated Notes, the consummation of the Related Transactions and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto and (C) attached thereto are complete and correct copies of each Related Document;

(ix) insurance certificates in form and substance satisfactory to the Subordinated Notes Agent demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; and

(x) such other documents and information as any Noteholder through the Subordinated Notes Agent may reasonably request.

(c) Fee and Expenses. There shall have been paid to the Subordinated Notes Agent, for the account of the Subordinated Notes Agent, its Related Persons or any Noteholder, as the case may be, all fees and all reimbursements of costs or expenses, in each case due and payable under any Subordinated Notes Document on or before the Closing Date.

(d) Consents. Each Group Member shall have received all consents and authorizations required pursuant to any material Contractual Obligation with any other Person and shall have obtained all Permits of, and effected all notices to and filings with, any Governmental Authority including, without limitation, the FCC, in each case, as may be necessary in connection with the consummation of the transactions contemplated in any Subordinated Notes Document or Related Document (including the Related Transactions).

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(e) Confirmation Order and Related Transactions. The Subordinated Notes Agent shall have received evidence that the Confirmation Order is effective, in full force and effect, and is a “final order” as such term is defined in the Plan (which evidence shall include delivery of a certified copy of the Confirmation Order and the docket in the Initial Cases), and the Credit Parties party to such Initial Cases shall have emerged (or be simultaneously emerging) from such Initial Cases and have consummated (or shall be simultaneously consummating) the Plan in accordance with the terms thereof, and evidence that the conditions precedent to the effectiveness of the Plan have been (or are concurrently being) satisfied. The Related Transactions shall have been consummated (or shall simultaneously be consummated).

(f) Representations and Warranties; No Defaults. The representations and warranties set forth in any Subordinated Notes Document shall be true and correct on and as of the Closing Date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and no Default shall be continuing.

(g) Additional Matters. The Subordinated Notes Agent shall have received such additional documents and information as the Required Noteholders, through the Subordinated Notes Agent, may reasonably request.

Section 3.2 Determinations of Satisfaction of Conditions Precedent. For purposes of determining compliance with the conditions specified in Section 3.1, each Noteholder shall be deemed to be satisfied with each document and each other matter required to be satisfactory to such Noteholder unless, prior to the Closing Date, the Subordinated Notes Agent receives notice from such Noteholder specifying such Noteholder’s objections.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

To induce the Noteholders and the Subordinated Notes Agent to enter into the Subordinated Notes Documents, each of Holdings and the Company (and, to the extent set forth in any other Subordinated Notes Document, each other Credit Party) represents and warrants to each of them each of the following: (a) on and as of the Closing Date (it being understood and agreed that the representations and warranties made on the Closing Date are deemed to be made concurrently with the consummation of the Related Transactions) and (b) on and as of the date of consummation of any Permitted Acquisition, but in the instance under this clause (b), only with respect to the Proposed Acquisition Target (other than in respect of Sections 4.1, 4.2(a) and 4.22 which shall be made with respect to the Company and its Subsidiaries after giving effect to such Permitted Acquisition); provided that with respect to clause (b) above, the Company shall be permitted to amend any Schedule as may be necessary to make the applicable representation and warranty true and correct as of such date:

Section 4.1 Corporate Existence; Compliance with Law. Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, have a Material Adverse Effect, (c) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted except as would not, individually or in the aggregate, have a Material Adverse Effect, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not have a Material Adverse Effect and (f) has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of business, except where the failure to obtain such Permits, make such filings or give such notices would not, in the aggregate, have a Material Adverse Effect.

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Section 4.2 Subordinated Notes and Related Documents (a) Power and Authority. The execution, delivery and performance by each Credit Party of the Subordinated Notes Documents and Related Documents to which it is a party and the consummation of the Related Transactions and other transactions contemplated therein (i) are within such Credit Party’s corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action (including, if applicable, consent of holders of its Securities), (ii) do not (A) contravene such Credit Party’s Constituent Documents, (B) violate any applicable material Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation of any Credit Party or any of its Subsidiaries (including other Related Documents or Subordinated Notes Documents) other than those that would not, in the aggregate, have a Material Adverse Effect and are not created or caused by, or a conflict, breach, default or termination or acceleration event under, any Subordinated Notes Documents or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Credit Party or any of its Subsidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person, other than (A) with respect to the Subordinated Notes Documents and the filings required to perfect the Liens created by the Subordinated Notes Documents and (B) those listed on Schedule 4.2 and that have been, or will be prior to the Closing Date, obtained or made, copies of which have been, or will be prior to the Closing Date, delivered to the Subordinated Notes Agent, and each of which on the Closing Date will be in full force and effect.

(b) Due Execution and Delivery. From and after its delivery to the Subordinated Notes Agent, each Subordinated Notes Document and Related Document has been duly executed and delivered to the other parties thereto by each Credit Party party thereto, is the legal, valid and binding obligation of such Credit Party and is enforceable against such Credit Party in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws limiting creditors’ rights generally or by equitable principles relating to enforceability.

(c) Related Documents. Each representation and warranty in each Related Document is true and correct in all material respects and no default, or event that, with the giving of notice or lapse of time or both, would constitute a default, has occurred thereunder.

Section 4.3 Ownership of Group Members. Set forth on Schedule 4.3 is a complete and accurate list showing, as of the Closing Date, for each Group Member and each Subsidiary of any Group Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Company or Holdings. All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and, except in the case of Holdings, is owned beneficially and of record by a Group Member (or, in the case of the Company, by Holdings or, in the case of Holdings, by Parent) free and clear of all Liens other than the security interests created by the Senior Loan Documents and, in the case of joint ventures, Permitted Liens. There are no Stock Equivalents with respect to the Stock of any Group Member or any Subsidiary of any Group Member or any joint venture of any of them. There are no Contractual Obligations or other understandings to which any Group Member, any Subsidiary of any Group Member or any joint venture of any of them is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Group Member or any such Subsidiary or joint venture.

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Section 4.4 Financial Statements (a) The Company has, to its knowledge, furnished the Subordinated Notes Agent, true copies of the unaudited Consolidated balance sheets of Holdings as of March 31, 2010, and the related Consolidated statements of income, retained earnings and cash flows of Holdings for the three months then ended (i) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited Consolidated balance sheet of Holdings as at December 31, 2009 and the related Consolidated statements of income, retained earnings and cash flows of Holdings for the Fiscal Year then ended, and (ii) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments.

(b) Prior to the Closing Date, except as set forth in Schedule 4.4(b), Holdings had no property (other than, the Stock of the Company and Regent Broadcasting Management, LLC), liabilities or Contractual Obligations other than the Subordinated Notes Documents and the Related Documents, liabilities or Contractual Obligations related to the Existing Obligations and immaterial liabilities or Contractual Obligations not to exceed $250,000, individually or in the aggregate.

(c) The Initial Projections have been prepared by the Company in light of the past operations of the Business and reflect projections for the five year period beginning on January 1, 2010 on a quarterly basis for the first year and on a year-by-year basis thereafter. As of the Closing Date, the Initial Projections are based upon estimates and assumptions stated therein, all of which the Company believes to be reasonable and fair in light of conditions and facts known to the Company as of the Closing Date and reflect the good faith, reasonable and fair estimates by the Company of the future Consolidated financial performance of Holdings and the other information projected therein for the periods set forth therein.

(d) The unaudited Consolidated balance sheet of Holdings (the “Pro Forma Balance Sheet”) delivered to the Subordinated Notes Agent prior to the date hereof, has been prepared as of March 31, 2010 and reflects as of such date, on a Pro Forma Basis for the Related Transactions and the other transactions contemplated herein to occur on the Closing Date, the Consolidated financial condition of Holdings, and the assumptions expressed therein are reasonable based on the information available to Holdings and the Company at such date and on the Closing Date.

Section 4.5 Material Adverse Effect. Since the Closing Date, there have been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect.

Section 4.6 Solvency. After giving effect to (a) the issuance of the Subordinated Notes, (b) the consummation of the Related Transactions and the exchange of the Existing Obligations for the Senior Debt, the Subordinated Notes and the Stock of Parent in each case as contemplated by the Plan and (c) the payment and accrual of all transaction costs in connection with the foregoing, both the Credit Parties taken as a whole and the Company are Solvent.

Section 4.7 Litigation. Except as set forth in Schedule 4.7 there are no pending (or, to the knowledge of any Group Member, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting the Company or any of its Subsidiaries with, by or before any Governmental Authority other than those that cannot reasonably be expected to affect the Obligations, the Subordinated Notes Documents, the Related Documents, the Related Transactions and the other transactions contemplated therein and would not, in the aggregate, have a Material Adverse Effect.

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Section 4.8 Taxes. All federal income tax returns and material federal non-income, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. Except as provided on Schedule 4.8, no Tax Return is under audit or examination by any Governmental Authority and no notice of such an audit or examination or any assertion of any claim for Taxes has been given or made by any Governmental Authority. Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or, except as provided on Schedule 4.8, has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.

Section 4.9 Margin Regulations. The Company is not engaged in the business of extending credit for the purpose of, and no proceeds of any Subordinated Note or other extensions of credit hereunder will be used for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board) or extending credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of Regulation T, U or X of the Federal Reserve Board.

Section 4.10 No Burdensome Obligations; No Defaults. No Group Member is a party to any Contractual Obligation, no Group Member has Constituent Documents containing obligations, and, to the knowledge of any Group Member, there are no applicable Requirements of Law, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect. No Group Member (and, to the knowledge of each Group Member, no other party thereto) is in default under or with respect to any Contractual Obligation of any Group Member, other than those that would not, in the aggregate, have a Material Adverse Effect.

Section 4.11 Investment Company Act; Public Utility Holding Company Act. No Group Member is (a) an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940 or (b) a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company”, as each such term is defined and used in the Public Utility Holding Company Act of 2005.

Section 4.12 Labor Matters. There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Group Member, threatened) against or involving any Group Member, except, for those that would not, in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 4.12 and except as may occur after the Closing Date from time to time and disclosed by the Company to the Subordinated Notes Agent in writing, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Group Member, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Group Member and (c) no such representative has sought certification or recognition with respect to any employee of any Group Member.

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Section 4.13 ERISA. As of the consummation of any Permitted Acquisition, the schedule provided by the Company that separately identifies, (a) all Title IV Plans and (b) all Multiemployer Plans is a true and correct list. Except as would not have a Material Adverse Effect, each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code so qualifies. Except for those that would not, in the aggregate, have a Material Adverse Effect, (w) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (x) there are no existing or pending (or to the knowledge of any Group Member, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Group Member incurs or otherwise has or could have an obligation or any Liability, (y) no ERISA Event has occurred as of the Closing Date or is reasonably expected to occur and (z) no ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Section 4.14 Environmental Matters. Except as set forth on Schedule 4.14, (a) the operations of each Group Member are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (b) no Group Member is party to, and no Group Member and no real property currently (or to the knowledge of any Group Member previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Group Member, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice under or pursuant to any Environmental Law other than those that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Group Member and, to the knowledge of any Group Member, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property, (d) no Group Member has caused or suffered to occur a Release of Hazardous Materials at, to or from any real property of any Group Member and each such real property is free of contamination by any Hazardous Materials except for such Release or contamination that would not reasonably be expected to result in a Material Adverse Effect, (e) no Group Member (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations, or (ii) knows of any facts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under CERCLA or similar Environmental Laws, that, in the aggregate, would reasonably be expected to result in a Material Adverse Effect and (f) each Group Member has made available to the Subordinated Notes Agent copies of all existing environmental reports, reviews and audits and all documents pertaining to actual or potential material Environmental Liabilities, in each case to the extent such reports, reviews, audits and documents are in their possession, custody or control.

Section 4.15 Intellectual Property. Each Group Member owns or licenses all Intellectual Property that is necessary for the operations of its businesses. To the knowledge of each Group Member, (a) the conduct and operations of the businesses of each Group Member does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest of any Group Member in, or relating to, any Intellectual Property, other than, in each case, as cannot reasonably be expected to affect the Subordinated Notes Documents and the transactions contemplated therein and would not, in the aggregate, have a Material Adverse Effect. In addition, (x) there are no pending (or, to the knowledge of any Group Member, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Group Member with respect to, (y) no judgment or order regarding any such claim has been rendered by any competent Governmental Authority, no settlement agreement or similar Contractual Obligation has been entered into by any Group Member, with respect to and (z) no Group Member knows or has any reason to know of any valid basis for any claim based on, any such infringement, misappropriation, dilution, violation or impairment or contest, other than, in each case, as cannot reasonably be expected to affect the Subordinated Notes Documents and the transactions contemplated therein and would not, in the aggregate, have a Material Adverse Effect.

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Section 4.16 Title; Real Property (a) Each Group Member has good and marketable fee simple title to all owned real property and valid leasehold interests in all leased real property, and owns all personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Company, and none of such property is subject to any Lien except Permitted Liens and such Liens as the Subordinated Notes Agent may reasonably approve.

(b) Except for changes that occur after the Closing Date from time to time as disclosed by the Company to the Subordinated Notes Agent in writing, set forth on Schedule 4.16 is (i) a complete and accurate list of all real property owned in fee simple by any Group Member or in which any Group Member owns a leasehold interest setting forth, for each such real property, the current street address (including, where applicable, county, state and other relevant jurisdictions), the record owner thereof and, where applicable, each lessee and sublessee thereof, (ii) any lease, sublease, license or sublicense of such real property by any Group Member and (iii) for each such real property that is material to the business of any Group Member, each Contractual Obligation by any Group Member, whether contingent or otherwise, to Sell such real property.

Section 4.17 Full Disclosure. The information prepared or furnished by or on behalf of any Group Member in connection with any Subordinated Notes Document or Related Document (including the information contained in any Financial Statement) or the consummation of any Related Transaction or any other transaction contemplated therein, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances when made, not misleading; provided, however, that projections contained therein are not to be viewed as factual and that actual results during the periods covered thereby may differ from the results set forth in such projections by a material amount. All projections that are part of such information (including those set forth in any Projections delivered subsequent to the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein. All facts known to any Group Member and material to an understanding of the financial condition, business, property or prospects of the Group Member taken as one enterprise have been disclosed to the Noteholders.

Section 4.18 Patriot Act. No Group Member (and, to the knowledge of each Group Member, no joint venture or subsidiary thereof) is in violation in any material respects of any United States Requirements of Law relating to terrorism, sanctions or money laundering (the “Anti-Terrorism Laws”), including the United States Executive Order No. 13224 on Terrorist Financing (the “Anti-Terrorism Order”) and the Patriot Act.

Section 4.19 [Reserved].

Section 4.20 Network Affiliation Agreements/Cable Franchise (a) All Network Affiliation Agreements and Cable Franchise Agreements are set forth on Schedule 4.20 and each such Network Affiliation Agreement and Cable Franchise Agreement is in full force and effect and the Company has no knowledge of any pending amendments or threatened termination of any of the Network Affiliation Agreements or the Cable Franchise Agreements. The Cable Franchise Agreements set forth on Schedule 4.20 are all of the licenses, permits, permissions and other authorizations used or necessary for the Credit Parties and their Subsidiaries to operate the Cable Systems, and the Credit Parties and their Subsidiaries hold no licenses, permits, permissions or other authorizations issued by the FCC other than the Radio Station Licenses and FCC Licenses.

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(b) The Credit Parties and their Subsidiaries have filed all cable television registration statements for the community units listed on Schedule 4.20, annual cumulative signal leakage index reports on FCC Form 320 and annual employment reports on FCC Form 395-A which are required to be filed by such Credit Parties and Subsidiaries under the Communications Laws, the Cable Act and other relevant communications laws and are in material compliance with such laws.

(c) To the extent that Company or its Subsidiaries owns or operates any Cable Systems, all frequencies used on the Cable Systems are within such restricted aeronautical and navigational bands (108-137 MHz and 225-400 MHz) have been authorized for such use by the FCC.

(d) To the extent that Company or its Subsidiaries owns or operates any Cable Systems, the Credit Parties and their Subsidiaries have paid all franchise, license, regulatory or other fees and charges which they have calculated in good faith as due to any Local Franchising Authority pursuant to any Cable Franchise Agreement and to the FCC pursuant to the Communications Laws. There is no inquiry, claim, action or demand pending or, to the knowledge of the Credit Parties and their Subsidiaries, threatened before any Local Franchising Authority or the FCC which questions the amounts that may be due under this subsection paid by the Credit Parties and their Subsidiaries pursuant to such Cable Franchise Agreements or the Communications Laws, as the case may be.

(e) To the extent that Company or its Subsidiaries owns or operates any Cable Systems, the Credit Parties and their Subsidiaries have deposited with the U.S. Copyright Office all statements of account and other documents and instruments and have paid to the extent due under this subsection all royalties, supplemental royalties, fees, interest assessments and other sums which they have calculated in good faith as due to the U.S. Copyright Office under the Copyright Act with respect to the ownership and operation of the Cable Systems as are required for such Credit Parties and Subsidiaries to obtain, hold and maintain the compulsory license for cable television systems prescribed in Section 111 of the Copyright Act. There is no inquiry, claim, action or demand pending or, to the knowledge of the Credit Parties and their Subsidiaries, threatened before the U.S. Copyright Office or from any other Person which questions the copyright filings or payments made by the Credit Parties and their Subsidiaries with respect to the Cable Systems.

(f) Except as set forth on Schedule 4.20, each Cable System is in compliance with the provisions of the Cable Act as such provisions relate to the rates and other charges of the Cable Systems. The Credit Parties and their Subsidiaries are not subject to rate regulation by any Governmental Authority and have not received any correspondence indicating that this status may change in the future. The Credit Parties and their Subsidiaries have not made and are not bound by any election with respect to any cost of service proceeding conducted in accordance with Part 76.922 of Title 47 of the Code of Federal Regulations or any similar proceeding with respect to any of the Cable Systems.

(g) Except as set forth on Schedule 4.20, (i) no written notices or demands have been received from the FCC, from any television station, or from any other Person or Governmental Authority (A) challenging the right of the Cable Systems to carry the signal of any television broadcast station currently being carried by such Cable System or (B) claiming that any Cable System has failed to carry a television broadcast station required to be carried pursuant to the Cable Act, has failed to carry a television broadcast station on a channel designated by such station consistent with the requirements of the Cable Act, or has failed to negotiate in good faith with a television station pursuant to the FCC’s retransmission consent provisions; (ii) all necessary FAA and FCC approvals and registrations have been obtained with respect to the height and location of towers used in connection with the operation of the Cable Systems, and such towers are being operated in material compliance with the applicable FCC and FAA rules; and (iii) the Credit Parties and their Subsidiaries have not received, nor are the Credit Parties and their Subsidiaries bound by, any notice from any Governmental Authority with respect to an intention to enforce customer service standards pursuant to the Cable Act.

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(h) Except with respect to general rulemakings and similar proceedings relating generally to the cable television industry, (i) there is no adverse judgment, decree or order issued against any of the Cable Systems or the Credit Parties and their Subsidiaries by the FCC or a Local Franchising Authority; and (ii) there is no action, proceeding or investigation pending or, to the knowledge of any Credit Party, threatened by or before the FCC or any Local Franchising Authority against any of the Cable Systems, any Credit Party or any of their Subsidiaries.

Section 4.21 Radio Station Licenses and FCC Licenses. Except for changes that may occur after the Closing Date from time to time as disclosed by the Company to the Subordinated Notes Agent in writing, Schedule 4.21 lists all Radio Station Licenses and the Credit Party that is the licensee of each such Station License. With respect to any Permitted Acquisition, as of the closing date of such Permitted Acquisition the applicable schedule delivered to the Subordinated Notes Agent lists all Radio Station Licenses and FCC Licenses, if any, of which the Proposed Acquisition Target is a licensee.

Section 4.22 FCC Rules and Regulations (a) Except as set forth on Schedule 4.22, to the best knowledge of the Credit Parties, and after giving effect to any Permitted Acquisition, the operation of the businesses of the Company and its Subsidiaries complies and has complied in all material respects with the Communications Act of 1934, as amended, and the rules, orders, regulations and other applicable requirements of the FCC (including without limitation the FCC’s rules, regulations and published policies relating to the operation of transmitting and studio equipment) (collectively, the “Communications Laws”).

(b) The Subordinated Notes Agent and the Noteholders acknowledge that from the Closing Date until the grant and consummation of the FCC Long Form Applications, the Radio Station Licenses may be held by the Trust. The Radio Station Licenses are all of the material licenses, Permits, permissions and other authorizations used or necessary to operate the Radio Stations as currently operated by the Company and its Subsidiaries, and, following the grant and consummation of the FCC Long-Form Applications, all Radio Station Licenses shall be validly held in the name of the Company or one of its Subsidiaries or, in the case of those Radio Station Licenses or FCC Licenses being acquired in any Permitted Acquisition, an application has been made and is pending with the FCC for the granting of all necessary consents to the assignment of such Radio Station Licenses or FCC Licenses to the Company or certain of its Subsidiaries. Copies of all such Radio Station Licenses have been provided to the Subordinated Notes Agent and, to the extent acquired in a Permitted Acquisition all acquired Radio Station Licenses and FCC Licenses have been provided to the Subordinated Notes Agent prior to the consummation thereof. Except as set forth on Schedule 4.22, the Radio Station Licenses and FCC Licenses that have been issued are in full force and effect, are valid for the balance of the current license term, are unimpaired by any act or omissions of the Company, its Subsidiaries or any of their employees, agents, officers, directors or stockholders or to the best knowledge of Company, the current holders of licenses that are to be acquired in connection with any Permitted Acquisition, and are free and clear of any material restrictions that might limit the full operation of the Radio Stations or the Business operated by the Company and its Subsidiaries, and have been so unimpaired for the full current license term. Except as set forth on Schedule 4.22, there are no applications, proceedings or complaints pending or, to the Company’s best knowledge, threatened that may have a material adverse effect on the Business or operation of such Radio Stations (other than proceedings that apply to the communications industry generally). The Company is not aware of any reason why those of the Radio Station Licenses or FCC Licenses subject to expiration might not be renewed in the ordinary course or of any reason why any of the Radio Station Licenses or FCC Licenses might be revoked. No renewal of any Radio Station License or FCC Licenses would constitute a major federal action having a significant effect on the human environment under Section 1.1305 or 1.1307(b) of the FCC’s rules. All information contained in any pending applications for modification, extension or renewal of the Radio Station Licenses, FCC Licenses or other applications filed with the FCC by Company or any of its Subsidiaries is true, complete and accurate in all material respects. All information contained in any application for consent to assignment of licenses, an application for consent to transfer control of licenses or substantially similar applications filed with the FCC in connection with any Permitted Acquisition is true, complete and accurate in all material respects.

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(c) None of the Credit Parties owns a daily newspaper or conducts any business other than the ownership, management, or operation of the Business.

(d) To the extent that Company or its Subsidiaries owns or operates any Cable Systems, except as set forth in Schedule 4.22, the Company and its Subsidiaries are in compliance with the FCC’s requirements for construction of digital television facilities for each of the television stations owned and operated by Company and its Subsidiaries.

(e) To the extent that Company or its Subsidiaries owns or operates any Cable Systems, the Company and its Subsidiaries have elected must-carry or retransmission consent for carriage of the television stations owned and operated by the Company and its Subsidiaries on cable and DBS systems (“MVPDs”) during the election cycle ending on October 1, 2008, and the television stations are carried by such MVPD in accordance with such elections except where the failure to do so would not have a Material Adverse Effect.

(f) To the extent that Company or its Subsidiaries owns or operates any Cable Systems, no MVPD has (i) advised the Company and its Subsidiaries of any signal quality or copyright indemnity or other obstacle to carriage of the television stations, (ii) declined or threatened to decline such carriage or failed to respond to a request for carriage or sought any form of relief from carriage from the FCC, or (iii) sought or obtained a modification to the geographic area in which any television station is eligible for must-carry or retransmission consent rights under the Cable Act.

ARTICLE 5
[RESERVED]

ARTICLE 6
REPORTING COVENANTS

Each of Holdings and the Company (and, to the extent set forth in any other Subordinated Notes Document, each other Credit Party) agrees with the Noteholders and the Subordinated Notes Agent to each of the following, as long as any Obligation remains outstanding (other than contingent indemnification obligations for claims not yet asserted):

Section 6.1 Financial Statements. The Company shall deliver to the Subordinated Notes Agent and the Subordinated Notes Agent shall deliver to the Noteholders within 5 Business Days after receipt thereof, each of the following:

(a) Monthly Reports. As soon as available, and in any event within 30 days after the end of each of the first two fiscal months in each Fiscal Quarter and the month of December, the Consolidated unaudited balance sheet of Holdings as of the close of such fiscal month and related Consolidated statements of income and cash flow for such fiscal month and that portion of the Fiscal Year ending as of the close of such fiscal month, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year, in each case certified by a Responsible Officer of the Company as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of Holdings as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments).

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(b) Quarterly Reports. As soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year commencing with the Fiscal Quarter ending June 30, 2010, the Consolidated unaudited balance sheet of Holdings as of the close of such Fiscal Quarter and related Consolidated statements of income and cash flow for such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year and the figures contained in the latest Projections, in each case certified by a Responsible Officer of the Company as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of Holdings as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments) and together with the delivery of the Quarterly Report as provided for in this clause (b) for the Fiscal Quarter ending June 30, 2010, a Quarterly Report for the Company for the Fiscal Quarter ending March 31, 2010 as the Company existed prior to the consummation of the Plan. Notwithstanding anything in the Subordinated Notes Documents to the contrary, no Credit Party shall be deemed to have made any representation or warranty with respect to the Quarterly Report for the Fiscal Quarter ending March 31, 2010 or the Fiscal Quarter ending June 30, 2010.

(c) Annual Reports. As soon as available, and in any event within 120 days after the end of each Fiscal Year, the Consolidated balance sheet of Holdings as of the end of such year and related Consolidated statements of income, stockholders’ equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together with a certification by the Group Members’ Accountants that such Consolidated Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of Holdings as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification or explanatory paragraphs as to the scope of the audit or as to going concern and without any other similar qualification.

(d) Compliance Certificate. Together with each delivery of any Financial Statement pursuant to clause (b) or (c) above, a Compliance Certificate duly executed by a Responsible Officer of the Company that, among other things, states that no Default is continuing as of the date of delivery of such Compliance Certificate or, if a Default is continuing, states the nature thereof and the action that the Company proposes to take with respect thereto.

(e) Corporate Chart and Other Updates. As part of the Compliance Certificate delivered pursuant to clause (d) above, each in form and substance reasonably satisfactory to the Subordinated Notes Agent, a certificate by a Responsible Officer of the Company that (i) the Corporate Chart attached thereto (or the last Corporate Chart delivered pursuant to this clause (e)) is correct and complete as of the date of such Compliance Certificate, (ii) the Credit Parties have delivered all documents they are required to deliver pursuant to any Subordinated Notes Document on or prior to the date of delivery of such Compliance Certificate and (iii) complete and correct copies of all documents modifying any term of any Constituent Document of any Group Member or any Subsidiary or joint venture thereof on or prior to the date of delivery of such Compliance Certificate have been delivered to the Subordinated Notes Agent or are attached to such certificate.

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(f) Additional Projections. As soon as available and in any event not later than 30 days after the end of each Fiscal Year, any significant revisions to, (i) the annual business plan of the Group Members for the Fiscal Year next succeeding such Fiscal Year and (ii) forecasts prepared by management of the Company for each Fiscal Quarter in such next succeeding Fiscal Year including in such forecasts (A) a projected year-end Consolidated balance sheet, income statement and statement of cash flows, (B) a statement of all of the material assumptions on which such forecasts are based and (C) substantially the same type of financial information as that contained in the Initial Projections.

(g) Management Discussion and Analysis. Together with each delivery of any monthly report pursuant to clause (a) above and any Compliance Certificate pursuant to clause (d) above, a discussion and analysis of the financial condition and results of operations of the Group Members for the portion of the Fiscal Year then elapsed and discussing the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the previous Fiscal Year.

(h) Intercompany Loan Balances. Together with each delivery of any Compliance Certificate pursuant to clause (d) above, a summary of the outstanding balances of all intercompany Indebtedness (other than intra day intercompany Indebtedness occurring as a result of automatic transfers) as of the last day of the Fiscal Quarter covered by such Financial Statement, certified as complete and correct by a Responsible Officer of the Company as part of the Compliance Certificate delivered in connection with such Financial Statements.

(i) Audit Reports, Management Letters, Etc. Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, copies of each management letter, audit report or similar letter or report received by any Group Member from any independent registered certified public accountant (including the Group Members’ Accountants) in connection with such Financial Statements or any audit thereof, each certified to be complete and correct copies by a Responsible Officer of the Company as part of the Compliance Certificate delivered in connection with such Financial Statements.

(j) Insurance. Within 10 days after the delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, each in form and substance satisfactory to the Subordinated Notes Agent and certified as complete and correct by a Responsible Officer of the Company as part of the Compliance Certificate delivered in connection with such Financial Statements, a summary of all material insurance coverage maintained as of the date thereof by any Group Member, together with such other related documents and information as the Subordinated Notes Agent may reasonably require.

Section 6.2 Other Events. The Company shall give the Subordinated Notes Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly after any Responsible Officer of any Group Member knows or has reason to know of it: (a)(i) any Default and (ii) any event that would have a Material Adverse Effect, specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in connection therewith, (b) any event (other than any event involving loss or damage to property) reasonably expected to result in a mandatory payment of the Obligations pursuant to Section 2.4, stating the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof, (c) the commencement of, or any material developments in, any action, investigation, suit, proceeding, audit, claim, demand, order or dispute with, by or before any Governmental Authority affecting any Group Member or any property of any Group Member that (i) seeks injunctive or similar relief, (ii) in the reasonable judgment of the Company, exposes any Group Member to liability in an aggregate amount in excess of $750,000 or (iii) if adversely determined would have a Material Adverse Effect and (d) the acquisition of any material real property or the entering into any material lease.

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Section 6.3 Copies of Notices and Reports. The Company shall promptly deliver to the Subordinated Notes Agent copies of each of the following: (a) all reports that Holdings transmits to its security holders generally, (b) all documents that any Group Member files with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any securities exchange or any Governmental Authority exercising similar functions, (c) all press releases not made available directly to the general public, (d) all documents transmitted or received pursuant to, or in connection with, any Related Document and (e) any material document transmitted or received pursuant to, or in connection with, any Contractual Obligation governing Indebtedness of any Group Member.

In addition to the above, the Company shall deliver to the Subordinated Notes Agent, or instruct the Trust to deliver to the Subordinated Notes Agent, as the case may be, as soon as practicable, and in any event (a) within ten (10) days after the issuance, filing or receipt thereof, (i) copies of any order or notice of the FCC, any Governmental Authority or a court of competent jurisdiction which designates any Radio Station License or FCC License, or any application therefor, for a hearing or which refuses renewal or extension of, or revokes or suspends the authority of the Company or any of its Subsidiaries to operate a broadcast station or the authority of any broadcast station to which the Company or any Subsidiaries provides services under a local marketing agreement to operate, and (ii) any citation, Notice of Violation or Order to Show Cause issued by the FCC or other Governmental Authority or any material complaint filed by or with the FCC or other Governmental Authority, or a petition to deny any application, in each case with respect to the Company or any of its Subsidiaries, (iii) a copy of any notice or application by the Company of any of its Subsidiaries requesting authority to cease broadcasting on any broadcast station for any period in excess of five (5) days and (iv) a copy of each Cumulative Leakage Report filed by the Company or any of their Subsidiaries to the extent applicable; (b) within 30 days of its due date for filing with the FCC, duplicate copies of each FCC form 323 (or any comparable form which may be substitute therefor by the FCC) filed with the FCC with respect to each broadcast station owned by the Company or any of its Subsidiaries; and (c) within two (2) Business Days after receipt thereof, (i) copies of all Network Affiliation Agreements and amendments thereto and (ii) copies of all Cable Franchise Agreements and amendments thereto.

Section 6.4 Taxes. The Company shall give the Subordinated Notes Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly after any Responsible Officer of any Group Member knows or has reason to know of it: (a) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (b) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect.

Section 6.5 Labor Matters. The Company shall give the Subordinated Notes Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing), promptly after, and in any event within 30 days after any Responsible Officer of any Group Member knows or has reason to know of it: (a) the commencement of any material labor dispute to which any Group Member is or may become a party, including any strikes, lockouts or other disputes relating to any of such Person’s plants and other facilities and (b) the incurrence by any Group Member of any Worker Adjustment and Retraining Notification Act or related or similar liability incurred with respect to the closing of any plant or other facility of any such Person (other than, in the case of this clause (b), those that would not, in the aggregate, have a Material Adverse Effect).

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Section 6.6 ERISA Matters. To the extent any of the following would reasonably be expected to have a Material Adverse Effect, the Company shall give the Subordinated Notes Agent (a) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (b) promptly, and in any event within 10 days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto.

Section 6.7 Environmental Matters (a) The Company shall provide the Subordinated Notes Agent notice of each of the following (which may be made by telephone if promptly confirmed by the Subordinated Notes Agent in writing) promptly after any Responsible Officer of any Group Member knows or has reason to know of it (and, upon reasonable request of the Subordinated Notes Agent, documents and information in connection therewith): (i)(A) unpermitted Releases, (B) the receipt by any Group Member of any notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in Environmental Liabilities in excess of $500,000, (ii) the receipt by any Group Member of notification that any property of any Group Member is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iii) any proposed acquisition or lease of real property (except as part of any Permitted Acquisition) if such acquisition or lease would have a reasonable likelihood of resulting in aggregate Environmental Liabilities in excess of $500,000.

(b) Upon request of the Subordinated Notes Agent, the Company shall provide the Subordinated Notes Agent a report containing an update as to the status of any environmental, health or safety compliance, hazard or liability issue identified in any document delivered to any Credit Party pursuant to any Subordinated Notes Document or as to any condition reasonably believed by the Subordinated Notes Agent to result in Material Environmental Liabilities.

Section 6.8 Other Information. The Company shall provide the Subordinated Notes Agent with such other documents and information with respect to the business, property, condition (financial or otherwise), legal, financial or corporate or similar affairs or operations of any Group Member as the Subordinated Notes Agent or such Noteholder through the Subordinated Notes Agent may from time to time reasonably request.

ARTICLE 7
AFFIRMATIVE COVENANTS

Each of Holdings and the Company (and, to the extent set forth in any other Subordinated Notes Document, each other Credit Party) agrees with the Noteholders and the Subordinated Notes Agent to each of the following, as long as any Obligation remains outstanding (other than contingent indemnification obligations for claims not yet asserted):

Section 7.1 Maintenance of Corporate Existence. Each Group Member shall (a) preserve and maintain its legal existence, except in the consummation of transactions expressly permitted by Sections 8.4 and 8.7, and (b) preserve and maintain it rights (charter and statutory), privileges franchises and Permits necessary or desirable in the conduct of its business, except, in the case of this clause (b), where the failure to do so would not, in the aggregate, have a Material Adverse Effect.

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Section 7.2 Compliance with Laws, Etc. Each Group Member shall comply with all applicable Requirements of Law, Contractual Obligations and Permits, except for such failures to comply that would not, in the aggregate, have a Material Adverse Effect.

Section 7.3 Payment of Obligations. Each Group Member shall pay or discharge before they become delinquent (a) all material claims, taxes, assessments, charges and levies imposed by any Governmental Authority and (b) all other lawful claims that if unpaid would, by the operation of applicable Requirements of Law, become a Lien upon any property of any Group Member, except, in each case, for those whose amount or validity is being contested in good faith by proper proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Group Member in accordance with GAAP.

Section 7.4 Maintenance of Property. Each Group Member shall maintain and preserve (a) in good working order and condition all of its property necessary in the conduct of its business and (b) all rights, permits, licenses, approvals and privileges (including all Permits) necessary, used or useful, whether because of its ownership, lease, sublease or other operation or occupation of property or other conduct of its business, and shall make all necessary or appropriate filings with, and give all required notices to, Government Authorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) above that would not, in the aggregate, have a Material Adverse Effect.

Section 7.5 Maintenance of Insurance. Each Group Member shall (a) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the property and businesses of the Group Members (including policies of life, fire, theft, product liability, public liability, Flood Insurance, property damage, other casualty, employee fidelity, workers’ compensation, business interruption and employee health and welfare insurance (it being understood and agreed that the Group Members shall be permitted to self-insure for medical and dental benefits) with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of the Company) of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the size and character of the business of the Group Members and (b) cause all such insurance relating to any property or business of any Credit Party to name the Subordinated Notes Agent on behalf of the Noteholders as additional insured and to provide that no cancellation, material addition in amount or material change in coverage shall be effective until after 45 days’ notice (or such shorter time period as maybe agreed to by the Subordinated Notes Agent) thereof to the Subordinated Notes Agent. Notwithstanding the requirement in clause (a) above, Federal Flood Insurance shall not be required for real property not located in a Special Flood Hazard Area.

Section 7.6 Keeping of Books. The Group Members shall keep proper books of record and account, in which full, true and correct entries shall be made in accordance with GAAP and all other applicable Requirements of Law of all financial transactions and the assets and business of each Group Member.

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Section 7.7 Access to Books and Property. Each Group Member shall permit the Subordinated Notes Agent, the Noteholders and any Related Person of any of them, as often as reasonably requested (but not more than two times during any calendar year unless there has occurred a default); and provided, however, (a) the Group Member shall not be required to pay the expenses of more than two such visits and inspections in the aggregate during any calendar year unless an Event of Default has occurred and is continuing, (b) each Noteholder shall at all times coordinate with the Subordinated Notes Agent the frequency and timing of any such visits and inspections so as to reasonably minimize the burden imposed on the Group Member), at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (i) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (ii) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member and (iii) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member. Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Subordinated Notes Agent, the Noteholders and their Related Persons and to disclose to the Subordinated Notes Agent, the Noteholders and their Related Persons all financial statements and other documents and information as they might have and the Subordinated Notes Agent or any Noteholder reasonably requests with respect to any Group Member.

Section 7.8 Environmental. Each Group Member shall comply with, and maintain its real property, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance or that is required by orders and directives of any Governmental Authority) except for failures to comply that would not, in the aggregate, have a Material Adverse Effect. Without limiting the foregoing, if an Event of Default is continuing or if the Subordinated Notes Agent at any time has a reasonable basis to believe that there exist violations of Environmental Laws by any Group Member or that there exist any Environmental Liabilities, in each case, that would have, in the aggregate, a Material Adverse Effect, then each Group Member shall, promptly upon receipt of request from the Subordinated Notes Agent, cause the performance of, and allow the Subordinated Notes Agent and its Related Persons access to such real property for the purpose of conducting, such environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Subordinated Notes Agent may from time to time reasonably request. Such audits, assessments and reports, to the extent not conducted by the Subordinated Notes Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Subordinated Notes Agent and shall be in form and substance reasonably acceptable to the Subordinated Notes Agent.

Section 7.9 Local Service. If for any reason, upon commencement by a DBS provider of “local-into-local” service within the geographic market served by any of Company’s or its Subsidiaries’ television stations, such television station is not automatically entitled to carriage, pursuant to an agreement with a DBS provider, then Company and the appropriate Subsidiary shall timely elect carriage on such DBS system.

Section 7.10 Additional Guaranties. To the extent not delivered to the Subordinated Notes Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Credit Party after the Closing Date), each Group Member shall, promptly, do each of the following, unless otherwise agreed by the Subordinated Notes Agent:

(a) deliver to the Subordinated Notes Agent such modifications to the terms of the Subordinated Notes Documents (or, to the extent applicable as determined by the Subordinated Notes Agent, such other documents), in each case in form and substance reasonably satisfactory to the Subordinated Notes Agent and as the Subordinated Notes Agent deems necessary or advisable in order to ensure each Subsidiary of any Credit Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Company and (B) each Wholly Owned Subsidiary of any Credit Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Company.

(b) [Reserved];

(c) [Reserved]

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(d) to take all other actions necessary or advisable to ensure the validity or continuing validity of any guaranty for any Obligation; and

(e) deliver to the Subordinated Notes Agent legal opinions relating to the matters described in this Section 7.10, which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to, the Subordinated Notes Agent.

Section 7.11 [Reserved]

Section 7.12 License Subsidiaries. All Radio Station Licenses and FCC Licenses currently held by a License Subsidiary or acquired after the date hereof through a Permitted Acquisition or otherwise shall be held by one or more License Subsidiaries (and any License Subsidiary may own more than one Radio Station License or FCC License). Company shall cause each License Subsidiary to (a) observe all customary corporate, company or partnership formalities regarding its legal existence, (b) not commingle its properties with those of its Affiliates or any other Person, (c) accurately maintain its own bank accounts and separate books and records in accordance with GAAP, (d) pay its own liabilities from its own separate assets, (e) not make loans to or assume or guaranty the obligations of any Person (other than pursuant to the Guaranties) and (f) otherwise be operated in such a manner that the separate legal existence of such License Subsidiary will not be disregarded in any insolvency or other legal proceeding.

Section 7.13 Radio Station Licenses and FCC Licenses. Company and each of its Subsidiaries shall at all times maintain the Radio Station Licenses and FCC Licenses and all other licenses, Permits, permissions and other authorizations used or necessary to operate the Radio Stations or Business as operated from time to time by the Company and its Subsidiaries.

ARTICLE 8
NEGATIVE COVENANTS

Each of Holdings and the Company (and, to the extent set forth in any other Subordinated Notes Document, each other Credit Party) agrees with the Noteholders and the Subordinated Notes Agent to each of the following, as long as any Obligation remains outstanding (other than contingent indemnification obligations for claims not yet asserted):

Section 8.1 Indebtedness. No Group Member shall, directly or indirectly, incur or otherwise remain liable with respect to or responsible for, any Indebtedness except for the following:

(a) the Obligations;

(b) Indebtedness existing on the date hereof and set forth on Schedule 8.1, together with any Permitted Refinancing of any Indebtedness permitted hereunder in reliance upon this clause (b);

(c) Indebtedness consisting of Capitalized Lease Obligations (other than with respect to a lease entered into as part of a Sale and Leaseback Transaction) and purchase money Indebtedness, in each case incurred by any Group Member (other than Holdings) to finance the acquisition, repair, improvement or construction of fixed or capital assets of such Group Member, together with any Permitted Refinancing of any Indebtedness permitted hereunder in reliance upon this clause (c); provided, however, that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed $1,000,000 at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed, whether directly or through a Permitted Refinancing, with such Indebtedness (each measured at the time such acquisition, repair, improvement or construction is made);

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(d) intercompany loans owing to any Group Member and constituting Permitted Investments of such Group Member;

(e) obligations under Hedging Agreements for the Senior Debt which are rate cap agreements for a maximum notional amount of 50% of the Senior Debt and having maturity dates not later than the Maturity Date;

(f) Guaranty Obligations of any Group Member with respect to Indebtedness of any Group Member other than Holdings (other than Indebtedness permitted hereunder in reliance upon clause (b) or (c) above, for which Guaranty Obligations may be permitted to the extent set forth in such clauses);

(g) Senior Debt and Permitted Refinancings thereof;

(h) Indebtedness that is acquired in a Permitted Acquisition; provided, that such Indebtedness existed at the time such Permitted Acquisition is consummated and is not created in contemplation of or in connection with such Permitted Acquisition, and Permitted Refinancings thereof; and provided further that the aggregate principal amount of Indebtedness permitted under this Section 8.1(h) shall not exceed $2,000,000 at any one time outstanding;

(i) contingent liabilities in respect of any indemnification obligation, adjustment of purchase price or similar obligation of the applicable Credit Party incurred in connection with the consummation of a Permitted Acquisition; and

(j) any unsecured Indebtedness of any Group Member; provided, however, that the aggregate outstanding principal amount of all such unsecured Indebtedness shall not exceed $500,000 at any time.

Section 8.2 Liens. No Group Member shall incur, maintain or otherwise suffer to exist any Lien upon or with respect to any of its property, whether now owned or hereafter acquired, or assign any right to receive income or profits, except for the following:

(a) Liens created pursuant to any Senior Loan Document;

(b) Customary Permitted Liens of Group Members;

(c) Liens existing on the date hereof and set forth on Schedule 8.2;

(d) Liens on the property of the Company or any of its Subsidiaries securing Indebtedness permitted hereunder in reliance upon Section 8.1(c); provided, however, that (i) such Liens exist prior to the acquisition of, or attach substantially simultaneously with, or within 90 days after, the acquisition, repair, improvement or construction of, such property financed, whether directly or through a Permitted Refinancing, by such Indebtedness and (ii) such Liens do not extend to any property of any Group Member other than the property (and proceeds thereof) acquired or built, or the improvements, repairs, additions, attachments, accessions and accessions thereto and replacements and substitutions therefor financed, whether directly or through a Permitted Refinancing, by such Indebtedness; and

(e) Liens on the property of the Company or any of its Subsidiaries securing the Permitted Refinancing of any Indebtedness secured by any Lien on such property permitted hereunder in reliance upon clauses (a), (c) or (d) above or this clause (e) without any change in the property subject to such Liens.

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Section 8.3 Investments. No Group Member shall make or maintain, directly or indirectly, any Investment except for the following:

(a) Investments existing on the date hereof and set forth on Schedule 8.3;

(b) Investments in cash and Cash Equivalents;

(c) (i) endorsements for collection or deposit in the ordinary course of business consistent with past practice, (ii) extensions of trade credit (other than to Affiliates of the Company) arising or acquired in the ordinary course of business and (iii) Investments received in settlements in the ordinary course of business of such extensions of trade credit or owing to any Group Member as a result of insolvency proceedings involving an account debtor or upon foreclosure or enforcement of any Lien in favor of a Group Member;

(d) Investments made as part of a Permitted Acquisition;

(e) Investments by (i) any Credit Party (other than Holdings), in any other Credit Party (other than Holdings) and (ii) any Group Member that is not a Credit Party in any Group Member (other than Holdings) or in any joint venture provided that any Investment consisting of loans or advances to any Credit Party pursuant to clause (ii) above, shall be subordinated in full to the payment of the Obligations of such Credit Party on terms and conditions satisfactory to the Subordinated Notes Agent);

(f) loans or advances to employees of the Company or any of its Subsidiaries to finance travel, entertainment and relocation expenses and other ordinary business purposes in the ordinary course of business as presently conducted; provided, however, that the aggregate outstanding principal amount of all loans and advances permitted pursuant to this clause (f) shall not exceed $100,000 at any time;

(g) Investments by the applicable Group Members in the assets of the Trust pursuant to and in accordance with the terms of the Plan and the Independent Trust Agreement;

(h) Investments in the form of advances or prepayments to suppliers or other vendors made in the ordinary course of business consistent with the Company’s and its Subsidiaries’ prior customary business practices;

(i) Investments required, if any, pursuant to the terms of the Divestiture Trust Agreement; and

(j) any other Investment by the Company or any of its Subsidiaries; provided, however, that the aggregate outstanding amount of all such Investments shall not exceed $1,000,000 at any time.

Section 8.4 Asset Sales. No Group Member shall Sell any of its property (other than cash) or issue shares of its own Stock, except for the following:

(a) In each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of the Company, (i) Sales of Cash Equivalents, inventory or property that has become obsolete or worn out and (ii) non-exclusive licenses of Intellectual Property;

(b) a true lease or sublease of real property not constituting Indebtedness and not entered into as part of a Sale Leaseback Transaction;

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(c) (i) any Sale of any property (other than their own Stock or Stock Equivalents) by any Group Member (other than Holdings) to any other Group Member (other than Holdings) to the extent any resulting Investment constitutes a Permitted Investment, (ii) any Restricted Payment by any Group Member (other than Holdings) permitted pursuant to Section 8.5 and (iii) any distribution by Holdings of the proceeds of Restricted Payments from any other Group Member to the extent permitted in Section 8.5;

(d) (i) any Sale or issuance by Holdings of its own Stock to Parent, (ii) any Sale or issuance by the Company of its own Stock to Holdings, (iii) any Sale or issuance by any Subsidiary of the Company of its own Stock to any Group Member (other than Holdings), provided, however, that the proportion of such Stock and of each class of such Stock (both on an outstanding and fully-diluted basis) held by the Credit Parties (other than Holdings), taken as a whole, does not change as a result of such Sale or issuance and (iv) to the extent necessary to satisfy any Requirement of Law in the jurisdiction of incorporation of any Subsidiary of the Company, any Sale or issuance by such Subsidiary of its own Stock constituting directors’ qualifying shares or nominal holdings;

(e) transfer of the Radio Station Licenses, FCC Licenses and PUC Certificates to a License Subsidiary pursuant to Section 7.12;

(f) pursuant to the terms of the Independent Trust Agreement, the assignment of the Trust Assets (as defined in the Independent Trust Agreement) to the independent trust and any Sale, assignment or transfer of such Trust Assets out of such independent trust to any qualified third party or to the divestiture trust pursuant to the terms of the Independent Trust Agreement;

(g) pursuant to the terms of the Divestiture Trust Agreement, the assignment of the Station Assets (as defined in the Divestiture Trust Agreement) to such divestiture trust, and any sale, assignment or transfer of such Station Assets out of the divestiture trust to any qualified third party; and

(h) as long as no Default is continuing or would result therefrom, (i) Radio Swap Transactions and (ii) any other Sale of property (other than as part of a Sale and Leaseback Transaction) of, or Sale or issuance of its own Stock by, any Group Member (other than Holdings) for fair market value payable in cash upon such sale; provided, however, that the aggregate consideration received for all Sales pursuant to clause (ii) shall not exceed $10,000,000.

Section 8.5 Restricted Payments. No Group Member shall directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment except for the following:

(a) (i) Restricted Payments (A) by any Group Member that is a Credit Party to any Credit Party and (B) by any Group Member that is not a Credit Party to any Group Member and (ii) dividends and distributions by any Subsidiary of the Company that is not a Credit Party to any holder of its Stock, to the extent made to all such holders ratably according to their ownership interests in such Stock;

(b) dividends and distributions declared and paid on the common Stock of any Group Member ratably to the holders of such common Stock and payable only in common Stock of such Group Member; and

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(c) cash dividends on the Stock of Holdings to Parent paid and declared solely for the purpose of funding the following:

(i) without duplication payments by Parent in respect of taxes owing by Parent in respect of the Group Members, payments by Parent in respect of premiums for director and officer liability insurance to the extent attributable and allocable to Holdings and its Subsidiaries and not to any other Subsidiaries of Parent, and payments by Parent in respect of indemnity payments permitted hereunder, relating to claims directly attributable to Holdings and its Subsidiaries and not to any other Subsidiaries of Parent but only to the extent not covered by insurance;

(ii) ordinary operating expenses of Parent; provided, however, that the amount of such cash dividends paid in any Fiscal Year shall not exceed $750,000 in the aggregate; and

(iii) the redemption, purchase or other acquisition or retirement for value by Parent of its common Stock (or Stock Equivalents with respect to its common Stock) (A) from any present or former employee, director or officer (or the assigns, estate, heirs or current or former spouses thereof) of any Group Member upon the death, disability or termination of employment of such employee, director or officer; provided, however, that the amount of such cash dividends, distributions or other cash payments paid in any Fiscal Year shall not exceed $500,000 in the aggregate or (B) from any other Person; provided, however, that the amount of such cash dividends, distributions or other cash payments paid in any Fiscal Year in reliance upon this clause (B) shall not exceed $500,000 in the aggregate;

provided, however, that no action that would otherwise be permitted hereunder in reliance upon this clause (c)(iii) shall be permitted if (A) a Default is then continuing or would result therefrom or (B) such action is otherwise prohibited under any Subordinated Notes Document or under the terms of any Indebtedness (other than the Obligations) of any Group Member.

Section 8.6 Prepayment of Indebtedness. No Group Member shall (x) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (y) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (z) make any payment in violation of any subordination terms of any Indebtedness; provided, however, that each Group Member may, to the extent otherwise permitted by the Subordinated Notes Documents, do each of the following:

(a) (i) prepay the Obligations and (ii) consummate a Permitted Refinancing;

(b) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) (i) in the case of any Group Member that is not a Credit Party, any Indebtedness owing by such Group Member to any other Group Member (other than Holdings) and (ii) otherwise, any Indebtedness owing to any Credit Party (other than Holdings);

(c) prepay the Senior Debt; and

(d) make regularly scheduled or otherwise required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the Company) but only, in the case of Subordinated Debt hereunder, to the extent permitted by the subordination provisions thereof, including, without limitation, the terms of the Subordination Agreement.

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Section 8.7 Fundamental Changes. No Group Member shall (a) merge, consolidate or amalgamate with any Person, (b) create any new Subsidiary or acquire all or substantially all of the Stock or Stock Equivalents of any Person or (c) acquire any brand or all or substantially all of the assets of any Person or all or substantially all of the assets constituting any line of business, division, branch, operating division or other unit operation of any Person, in each case except for the following: (x) to consummate any Permitted Acquisition, (y) the merger, consolidation or amalgamation of any Subsidiary of the Company into any Credit Party (other than Holdings) and (z) the merger, consolidation or amalgamation of any Group Member (other than Holdings) for the sole purpose, and with the sole material effect, of changing its State of organization within the United States; provided, however, that (A) in the case of any merger, consolidation or amalgamation involving the Company, the Company shall be the surviving Person and (B) in the case of any merger, consolidation or amalgamation involving any other Credit Party, a Credit Party shall be the surviving corporation and all actions required to maintain the perfection of the Lien of the Subordinated Notes Agent on the Stock or property of such Credit Party shall have been made.

Section 8.8 Change in Nature of Business (a) No Group Member (other than Holdings) shall carry on any business, operations or activities (whether directly, through a joint venture, in connection with a Permitted Acquisition or otherwise) other than the Business.

(b) Holdings shall not engage in any business, operations or activity, or hold any property, other than (i) holding Stock and Stock Equivalents of the Company and Regent Broadcasting Management, LLC (ii) issuing, selling and redeeming its own Stock, (ii) paying taxes, (iii) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities required to maintain its separate corporate or other legal structure, (iv) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Stock and Stock Equivalents, (v) receiving, and holding proceeds of, Restricted Payments from the Company, and its Subsidiaries and distributing the proceeds thereof to the extent permitted in Section 8.5,(vi) as necessary to consummate any Permitted Acquisition, (vii) as disclosed on Schedule 4.4(b) and (viii) immaterial liabilities or Contractual Obligations not covered in clauses (i)-(vii) above, in an amount not to exceed $250,000, individually or in the aggregate.

Section 8.9 Transactions with Affiliates. No Group Member shall, except as otherwise expressly permitted herein, enter into any other transaction directly or indirectly with, or for the benefit of, any Affiliate of the Company that is not a Credit Party (including Guaranty Obligations with respect to any obligation of any such Affiliate), except for (a) transactions in the ordinary course of business on a basis no less favorable to such Group Member as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Company, (b) Restricted Payments, the proceeds of which, if received by Parent, are used as required by Section 8.5, (c) reasonable salaries and other reasonable director or employee compensation to officers and directors of any Group Member other than directors who are Affiliates of Oaktree, and customary indemnification of officers and directors of any Group Member and (d) Investments permitted by Section 8.3(g) or (i), transactions permitted by Section 8.4(e), (f) or (g), and (e) the Related Transactions and the other transactions specifically set forth in the Plan.

Section 8.10 Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments. No Group Member shall incur or otherwise suffer to exist or become effective or remain liable on or responsible for any Contractual Obligation limiting the ability of (a) any Subsidiary of the Company to make Restricted Payments to, or Investments in, or repay Indebtedness or otherwise Sell property to, any Group Member (other than Holdings) or (b) any Group Member to incur or suffer to exist any Lien upon any property of any Group Member, whether now owned or hereafter acquired, securing any of its Obligations (including any “equal and ratable” clause and any similar Contractual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such property or any other property), except, for each of clauses (a) and (b) above, (x) pursuant to the Subordinated Notes Documents and (y) limitations on Liens (other than those securing any Obligation) on any property whose acquisition, repair, improvement or construction is financed by purchase money Indebtedness, Capitalized Lease Obligations or Permitted Refinancings permitted hereunder in reliance upon Section 8.1(b) or (c) set forth in the Contractual Obligations governing such Indebtedness, Capitalized Lease Obligations or Permitted Refinancing or Guaranty Obligations with respect thereto.

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Section 8.11 Modification of Certain Documents. No Group Member shall do any of the following:

(a) waive or otherwise modify any term of any Related Document (other than any Senior Loan Document or the terms of any Senior Debt) or any Constituent Document of, or otherwise change the capital structure of, any Group Member (including the terms of any of their outstanding Stock or Stock Equivalents), in each case except for those modifications and waivers that (i) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated and (ii) do not materially adversely affect the rights and privileges of any Group Member and do not materially adversely affect the interests of any Noteholder under the Subordinated Notes Documents; and

(b) waive or otherwise modify any term of any Senior Debt or any term of any Senior Loan Document except for those modifications and waivers not prohibited by the terms of the Subordination Agreement.

Section 8.12 Accounting Changes; Fiscal Year. No Group Member shall change its (a) accounting treatment or reporting practices, except as required by GAAP or any Requirement of Law, or (b) its fiscal year or its method for determining fiscal quarters or fiscal months.

Section 8.13 Margin Regulations. No Group Member shall use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.

Section 8.14 Compliance with ERISA. No ERISA Affiliate shall cause or suffer to exist (a) any event that would reasonably be expected to result in the imposition of a Lien on the assets of a Group Member with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event, that would reasonably be expected, in the case of clauses (a) and (b), in the aggregate, have a Material Adverse Effect.

Section 8.15 Hazardous Materials. No Group Member shall cause or suffer to exist any Release of any Hazardous Material at, to or from any real property owned, leased, subleased or otherwise operated or occupied by any Group Member that would violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise adversely affect the value or marketability of any real property (whether or not owned by any Group Member), other than such violations, Environmental Liabilities and effects that would not, in the aggregate, have a Material Adverse Effect.

Section 8.16 Local Marketing Agreements. Without the prior written consent of the Requisite Noteholders, no Credit Party shall enter into any LMA under which any television or radio station owned or operated by one or more of the Credit Parties is the brokered station (i.e., the station whose time is sold or the station which receives, rather than provides, programming, management, technical or other services under such LMA).  Such written consent shall not be required for a Credit Party to enter into an LMA with an Affiliate of such Credit Party in compliance with Section 8.9 or under which such Credit Party acts as the broker, provides programming, sells time on or provides management, technical or other services to a radio station not owned by any Credit Party, including LMAs with the Trust pending grant and consummation of the FCC Long-Form Applications.

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Section 8.17 License Subsidiaries. No License Subsidiary shall (a) engage in any business (other than (i) the holding of the Radio Station Licenses, the FCC Licenses and the PUC Certificates, (ii) actions required to maintain such Radio Station License, FCC License and PUC Certificate in full force and effect, and (iii) actions required to maintain its separate corporate, company, partnership or other legal existence or to perform its obligations under any of the Subordinated Notes Documents to which it is a party), (b) own any assets (other than Radio Station Licenses, FCC Licenses and PUC Certificate), (c) create or permit to exist any Liens on any of its assets except Liens granted in favor of the administrative agent under the Senior Credit Agreement for the benefit of the Lenders, or (d) incur any obligations or incur any other Indebtedness or Guaranteed Indebtedness (other than the Obligations). No Credit Party, other than a License Subsidiary, shall hold any Radio Station License, FCC License or PUC Certificate material to the operation of the Business except to the extent so held by such Credit Party on the Closing Date.

Section 8.18 Communication Authorizations. No Credit Party shall operate its businesses other than in accordance with the Communications Laws and the terms and conditions of the Radio Station Licenses, FCC Licenses, the PUC Certificates and other Permits under the Communications Laws. No Credit Party shall fail to file any report or application or pay any regulatory, filing or franchise fee pertaining to the Business which is required to be filed with or paid to the FCC or PUC. No Credit Party shall take any action that would or could cause the FCC or PUC to institute any proceedings for the cancellation, revocation, non-renewal, short-term renewal or adverse modification of any of the FCC Licenses, Radio Station Licenses, and other Permits under the Communications Laws or take or permit to be taken any other action within its control that would or could result in material non-compliance with the requirements of the Communications Laws.

ARTICLE 9
EVENTS OF DEFAULT

Section 9.1 Definition. Each of the following shall be an Event of Default:

(a) the Company shall fail to pay (i) any principal of any Subordinated Note (including Capitalized Interest) when the same becomes due and payable (ii) any interest on any Subordinated Note, any fee under any Subordinated Notes Document or any other Obligation (other than those set forth in clause (i) above) and, in the case of this clause (ii), such non-payment continues for a period of five (5) Business Days after the due date therefor; or

(b) any representation, warranty or certification made or deemed made by or on behalf of any Credit Party in any Subordinated Notes Document or by or on behalf of any Credit Party (or any Responsible Officer thereof) in connection with any Subordinated Notes Document (including in any document delivered in connection with any Subordinated Notes Document) shall prove to have been incorrect in any material respect when made or deemed made; or

(c) any Credit Party shall fail to comply with (i) any provision of Section 6.1 (Financial Statements), 6.2(a)(i) (Other Events), 7.1 (Maintenance of Corporate Existence) or Article 8 (Negative Covenants) or (ii) any other provision of any Subordinated Notes Document if, in the case of this clause (ii), such failure shall remain unremedied for 30 days after the earlier of (A) the date on which a Responsible Officer of the Company becomes aware of such failure and (B) the date on which notice thereof shall have been given to the Company by the Subordinated Notes Agent or the Required Noteholders; or

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(d) (i) any Group Member shall fail to make any payment when due (whether due because of scheduled maturity, required prepayment provisions, acceleration, demand or otherwise) on any Indebtedness of any Group Member (other than the Obligations and the Senior Debt) and, in each case, such failure relates to Indebtedness having a principal amount of $750,000 or more, (ii) any other event shall occur or condition shall exist under any Contractual Obligation relating to any such Indebtedness (other than the Obligations and the Senior Debt), if the effect of such event or condition is to accelerate, or (except solely as a result of a default under the Senior Debt) to permit the acceleration of, the maturity of such Indebtedness, (iii) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid, redeemed, defeased or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof or (iv) there shall occur a payment default under the Senior Loan Documents or there shall occur any other default under the Senior Loan Documents, if the effect of such default is to accelerate the maturity of the Indebtedness thereunder; or

(e) (i) any Group Member shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or against any Group Member seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, composition of it or its debts or any similar order, in each case under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee, conservator, liquidating agent, liquidator, other similar official or other official with similar powers, in each case for it or for any substantial part of its property and, in the case of any such proceedings instituted against (but not by or with the consent of) any Group Member, either such proceedings shall remain undismissed or unstayed for a period of 60 days or more or any action sought in such proceedings shall occur or (iii) any Group Member shall take any corporate or similar action or any other action to authorize any action described in clause (i) or (ii) above; or

(f) one or more judgments, orders or decrees (or other similar process) shall be rendered against any Group Member (i)(A) in the case of money judgments, orders and decrees, involving an aggregate amount (excluding amounts adequately covered by insurance payable to any Group Member, to the extent the relevant insurer has not denied coverage therefor) in excess of $750,000 or (B) otherwise, that would have, in the aggregate, a Material Adverse Effect and (ii)(A) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order or decree or (B) such judgment, order or decree shall not have been vacated or discharged for a period of 30 consecutive days and there shall not be in effect (by reason of a pending appeal or otherwise) any stay of enforcement thereof; or

(g) except pursuant to a valid, binding and enforceable termination or release permitted under the Subordinated Notes Documents and executed by the Subordinated Notes Agent or as otherwise expressly permitted under any Subordinated Notes Document, (i) any provision of any Subordinated Notes Document shall, at any time after the delivery of such Subordinated Notes Document, fail to be valid and binding on, or enforceable against, any Credit Party party thereto or (ii) any subordination provision set forth in any Subordinated Notes Document, including the Subordination Agreement, shall, in whole or in part, terminate or otherwise fail or cease to be valid and binding on, or enforceable against, the Subordinate Notes Agent or any Noteholder (or the Subordinated Notes Agent or any such Noteholder shall so state in writing), or any Group Member shall state in writing that any of the events described in clause (i), (ii) or (iii) above shall have occurred; or

(h) there shall occur any Change of Control; or

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(i) the FCC Long Form Applications are denied by the FCC by Final Order, the FCC Long Form Applications have not been granted by the FCC by March 1, 2011 or the FCC Long Form Applications have been granted with conditions which would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection, a “Final Order” shall be deemed to have occurred on the date upon which the FCC shall have issued its denial to the FCC Long Form Applications, which denial as of the date thereof shall not have been reversed, stayed, enjoined or set aside and with respect to which no timely request for stay, reconsideration, review, rehearing or notice of appeal or determination to reconsider or review shall be pending, and as to which the time for filing any such request, petition, or notice of appeal or for review by the FCC, and for any reconsideration, stay or setting aside by the FCC on its own motion or initiative, shall have expired.

Section 9.2 Remedies. During the continuance of any Event of Default, the Subordinated Notes Agent may, and, at the request of the Required Noteholders, shall, in each case by notice to the Company and in addition to any other right or remedy provided under any Subordinated Notes Document or by any applicable Requirement of Law, do each of the following: declare immediately due and payable all or part of any Obligation (including any accrued but unpaid interest thereon), whereupon the same shall become immediately due and payable, without presentment, demand, protest or further notice or other requirements of any kind, all of which are hereby expressly waived by Holdings and the Company (and, to the extent provided in any other Subordinated Notes Document, other Credit Parties); provided, however, that, effective immediately upon the occurrence of the Events of Default specified in Section 9.1(e)(ii), each Obligation (including in each case any accrued but unpaid interest thereon) shall automatically become and be due and payable, without presentment, demand, protest or further notice or other requirement of any kind, all of which are hereby expressly waived by Holdings and the Company (and, to the extent provided in any other Subordinated Notes Document, any other Credit Party).

Section 9.3 Governmental Approvals. Notwithstanding anything to the contrary contained herein or in any other Subordinated Notes Document, any action taken or proposed to be taken hereunder that would affect the operational, voting, or other control of any Credit Party or affect the ownership of the Radio Station Licenses or FCC Licenses shall be pursuant to the Communications Laws and, if and to the extent required thereby, subject to the prior consent of the FCC and any other applicable Governmental Authority. Notwithstanding anything to the contrary contained herein, the Subordinated Notes Agent and the Noteholders shall not take any action pursuant hereto that would constitute or result in any assignment of the Radio Station Licenses or transfer of control of any Credit Party if such assignment or transfer of control would require, under then existing law (including the Communications Laws), the prior approval of the FCC, without first obtaining such approval of the FCC and notifying the FCC of the consummation of such assignment or transfer of control (to the extent required to do so). Each Credit Party agrees to take any lawful action which the Subordinated Notes Agent may request in order to obtain and enjoy the full rights and benefits granted to the Subordinated Notes Agent and Noteholders by this Agreement, including specifically, after the occurrence and during the continuance of an Event of Default, the use of such Credit Party’s best efforts to assist in obtaining any approval of the FCC and any other Governmental Authority that is then required under the Communications Laws or under any other law for any action or transaction contemplated by this Agreement. Such efforts shall include, without limitation, sharing with the Subordinated Notes Agent any FCC registration numbers, account numbers and passwords for the FCC’s CDBS or COALS Systems and preparing, certifying and filing (or causing to be prepared, certified and filed) with the FCC any portion of any application or applications for consent to the assignment of the Radio Station Licenses or FCC Licenses or transfer of control of any Credit Party required to be filed under the Communications Laws for approval of any sale or transfer of the Radio Station Licenses or FCC Licenses.

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ARTICLE 10
THE SUBORDINATED NOTES AGENT

Section 10.1 Appointment and Duties (a) Appointment of Subordinated Notes Agent. Each Noteholder hereby appoints GE Capital (together with any successor Subordinated Notes Agent pursuant to Section 10.9) as the Subordinated Notes Agent hereunder and authorizes the Subordinated Notes Agent to (i) execute and deliver the Subordinated Notes Documents (including, without limitation the Subordination Agreement) and accept delivery thereof on its behalf from any Group Member, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Subordinated Notes Agent under such Subordinated Notes Documents and (iii) exercise such powers as are reasonably incidental thereto.

(b) Duties as Disbursing Agent. Without limiting the generality of clause (a) above, the Subordinated Notes Agent shall have the sole and exclusive right and authority (to the exclusion of the Noteholders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Noteholders with respect to all payments and collections arising in connection with the Subordinated Notes Documents (including in any proceeding described in Section 9.1(e)(ii) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Subordinated Notes Document to any Noteholder is hereby authorized to make such payment to the Subordinated Notes Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Noteholders with respect to any Obligation in any proceeding described in Section 9.1(e)(ii) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Noteholder) and (iii) execute any amendment, consent or waiver under the Subordinated Notes Documents on behalf of any Noteholder that has consented in writing to such amendment, consent or waiver.

(c) Limited Duties. Under the Subordinated Notes Documents, the Subordinated Notes Agent (i) is acting solely on behalf of the Noteholders (except to the limited extent provided in Section 2.10(b) with respect to the Register and in Section 10.11), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Subordinated Notes Agent”, the terms “agent” and “subordinated notes agent” and similar terms in any Subordinated Notes Document to refer to the Subordinated Notes Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Subordinated Notes Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Noteholder or any other Credit Party and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Subordinated Notes Document, and each Noteholder hereby waives and agrees not to assert any claim against the Subordinated Notes Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.

Section 10.2 Binding Effect. Each Noteholder agrees that (a) any action taken by the Subordinated Notes Agent or the Required Noteholders (or, if expressly required hereby, a greater proportion of the Noteholders) in accordance with the provisions of the Subordinated Notes Documents, (b) any action taken by the Subordinated Notes Agent in reliance upon the instructions of Required Noteholders (or, where so required, such greater proportion) and (c) the exercise by the Subordinated Notes Agent or the Required Noteholders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Noteholders.

Section 10.3 Use of Discretion (a) No Action without Instructions. The Subordinated Notes Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Subordinated Notes Document or (ii) pursuant to instructions from the Required Noteholders (or, where expressly required by the terms of this Agreement, a greater proportion of the Noteholders).

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(b) Right Not to Follow Certain Instructions. Notwithstanding clause (a) above, the Subordinated Notes Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, the Subordinated Notes Agent receives an indemnification satisfactory to it from the Noteholders (or, to the extent applicable and acceptable to the Subordinated Notes Agent, any other Noteholder) against all Liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against the Subordinated Notes Agent or any Related Person thereof or (ii) that is, in the opinion of the Subordinated Notes Agent or its counsel, contrary to any Subordinated Notes Document or applicable Requirement of Law.

Section 10.4 Delegation of Rights and Duties. The Subordinated Notes Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Subordinated Notes Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Noteholder). Any such Person shall benefit from this Article 10 to the extent provided by the Subordinated Notes Agent.

Section 10.5 Reliance and Liability (a) The Subordinated Notes Agent may, without incurring any liability hereunder, (i) treat the payee of any Subordinated Note as its holder until such Subordinated Note has been assigned in accordance with Section 11.2(d), (ii) rely on the Register to the extent set forth in Section 2.10, (iii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Credit Party) and (iv) rely and act upon any document and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

(b) None of the Subordinated Notes Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Subordinated Notes Document, and each Noteholder, Holdings and the Company hereby waive and shall not assert (and each of Holdings and the Company shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Subordinated Notes Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, the Subordinated Notes Agent:

(i) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Noteholders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of the Subordinated Notes Agent, when acting on behalf of the Subordinated Notes Agent);

(ii) [Reserved]

(iii) makes no warranty or representation, and shall not be responsible, to any Noteholder for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person or any Credit Party in connection with any Subordinated Notes Document or any transaction contemplated therein or any other document or information with respect to any Credit Party, whether or not transmitted or (except for documents expressly required under any Subordinated Notes Document to be transmitted to the Noteholders) omitted to be transmitted by the Subordinated Notes Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by the Subordinated Notes Agent in connection with the Subordinated Notes Documents; and

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(iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Subordinated Notes Document, whether any condition set forth in any Subordinated Notes Document is satisfied or waived, as to the financial condition of any Credit Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Company or any Noteholder describing such Default or Event of Default clearly labeled “notice of default” (in which case the Subordinated Notes Agent shall promptly give notice of such receipt to all Noteholders);

and, for each of the items set forth in clauses (i) through (iv) above, each Noteholder, Holdings and the Company hereby waives and agrees not to assert (and each of Holdings and the Company shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action it might have against the Subordinated Notes Agent based thereon.

Section 10.6 Subordinated Notes Agent Individually. The Subordinated Notes Agent and its Affiliates may make loans and other extensions of credit to, acquire Stock and Stock Equivalents of, engage in any kind of business with, any Credit Party or Affiliate thereof as though it were not acting as Subordinated Notes Agent and may receive separate fees and other payments therefor. Specifically, and without limitation, the Noteholders hereby acknowledge and consent to GE Capital acting as Administrative Agent under (and as such term is defined in) the Senior Loan Documents. Except as may be specifically required under the Subordination Agreement, the Subordinated Notes Agent is not under any obligation to disclose any information it or its Affiliates may obtain in its capacity as Administrative Agent under (and as such term is defined in) the Senior Loan Documents or as a holder of any Senior Debt.  Each Noteholder hereby waives and releases, to the fullest extent permitted by law, any claims such Noteholder has, or may have, against GE Capital or its Affiliates with respect to (i) any breach or alleged breach of fiduciary or other duty, or (ii) any conflict of interest arising from such activities.  To the extent the Subordinated Notes Agent or any of its Affiliates becomes a Noteholder hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Noteholder and the terms “Noteholder”, “Required Noteholder”, and any similar terms shall, except where otherwise expressly provided in any Subordinated Notes Document, include, without limitation, the Subordinated Notes Agent or such Affiliate, as the case may be, in its individual capacity as Noteholder, or as one of the Required Noteholders respectively.

Section 10.7 Noteholder Credit Decision. Each Noteholder acknowledges that it shall, independently and without reliance upon the Subordinated Notes Agent, any Noteholder or any of their Related Persons or upon any document solely or in part because such document was transmitted by the Subordinated Notes Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Credit Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Subordinated Notes Document or with respect to any transaction contemplated in any Subordinated Notes Document, in each case based on such documents and information as it shall deem appropriate. Except for documents expressly required by any Subordinated Notes Document to be transmitted by the Subordinated Notes Agent to the Noteholders, the Subordinated Notes Agent shall not have any duty or responsibility to provide any Noteholder with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Credit Party or any Affiliate of any Credit Party that may come in to the possession of the Subordinated Notes Agent or any of its Related Persons.

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Section 10.8 Expenses; Indemnities (a) Each Noteholder agrees to reimburse the Subordinated Notes Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party) promptly upon demand for such Noteholder’s Pro Rata Share of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Credit Party) that may be incurred by the Subordinated Notes Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Subordinated Notes Document.

(b) Each Noteholder further agrees to indemnify the Subordinated Notes Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party), from and against such Noteholder’s aggregate Pro Rata Share of the Liabilities (including taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Noteholder) that may be imposed on, incurred by or asserted against the Subordinated Notes Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Subordinated Notes Document, any Related Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by the Subordinated Notes Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that no Noteholder shall be liable to the Subordinated Notes Agent or any of its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of the Subordinated Notes Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

Section 10.9 Resignation of Subordinated Notes Agent (a) The Subordinated Notes Agent may resign at any time by delivering notice of such resignation to the Noteholders and the Company, effective on the date set forth in such notice or, if not such date is set forth therein, upon the date such notice shall be effective. If the Subordinated Notes Agent delivers any such notice, the Required Noteholders shall have the right to appoint a successor Subordinated Notes Agent. If, within 30 days after the retiring Subordinated Notes Agent having given notice of resignation, no successor Subordinated Notes Agent has been appointed by the Required Noteholders that has accepted such appointment, then the retiring Subordinated Notes Agent may, on behalf of the Noteholders, appoint a successor Subordinated Notes Agent from among the Noteholders. Each appointment under this clause (a) shall be subject to the prior consent of the Company, which may not be unreasonably withheld but shall not be required during the continuance of a Default.

(b) Effective immediately upon its resignation, (i) the retiring Subordinated Notes Agent shall be discharged from its duties and obligations under the Subordinated Notes Documents, (ii) the Noteholders shall assume and perform all of the duties of the Subordinated Notes Agent until a successor Subordinated Notes Agent shall have accepted a valid appointment hereunder, (iii) the retiring Subordinated Notes Agent and its Related Persons shall no longer have the benefit of any provision of any Subordinated Notes Document other than with respect to any actions taken or omitted to be taken while such retiring Subordinated Notes Agent was, or because such Subordinated Notes Agent had been, validly acting as Subordinated Notes Agent under the Subordinated Notes Documents and (iv) subject to its rights under Section 10.3, the retiring Subordinated Notes Agent shall take such action as may be reasonably necessary to assign to the successor Subordinated Notes Agent its rights as Subordinated Notes Agent under the Subordinated Notes Documents. The Company shall pay a customary annual administrative agent fee to any successor agent which amount shall be reasonably acceptable to the Company and such successor agent. Effective immediately upon its acceptance of a valid appointment as Subordinated Notes Agent, a successor Subordinated Notes Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Subordinated Notes Agent under the Subordinated Notes Documents.

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Section 10.10 Release of Guarantors. Each Noteholder hereby consents to the release and hereby directs the Subordinated Notes Agent to release any Subsidiary of the Company from its guaranty of any Obligation of any Credit Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Subordinated Notes Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10.

Each Noteholder hereby directs the Subordinated Notes Agent, and the Subordinated Notes Agent hereby agrees, upon receipt of reasonable advance notice from the Company, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties when and as directed in this Section 10.10.

ARTICLE 11
MISCELLANEOUS

Section 11.1 Amendments, Waivers, Etc (a) No amendment or waiver of any provision of any Subordinated Notes Document (other than the Fee Letter) and no consent to any departure by any Credit Party therefrom shall be effective unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Noteholders or extending an existing Lien over additional property, by the Subordinated Notes Agent and the Company, (2) in the case of any other waiver or consent, by the Required Noteholders (or by the Subordinated Notes Agent with the consent of the Required Noteholders) and (3) in the case of any other amendment, by the Required Noteholders (or by the Subordinated Notes Agent with the consent of the Required Noteholders) and the Company; provided, however, that no amendment, consent or waiver described in clause (2) or (3) above shall, unless in writing and signed by each Noteholder directly affected thereby (or by the Subordinated Notes Agent with the consent of such Noteholder), in addition to any other Person the signature of which is otherwise required pursuant to any Subordinated Notes Document, do any of the following:

(i) [reserved];

(ii) subject such Noteholder to any increase in funding obligations;

(iii) reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Company to repay (whether or not on a fixed date), any outstanding Subordinated Note owing to such Noteholder or (B) any fee or accrued interest payable to such Noteholder; provided, however, that this clause (iii) does not apply to any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase;

(iv) waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Subordinated Note or fee owing to such Noteholder; provided, however, that this clause (iv) does not apply to any change to mandatory prepayments, including those required under Section 2.4, or to the application of any payment, including as set forth in Section 2.4;

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(v) except as provided in Section 10.10, release any Guarantor from its guaranty of any Obligation of the Company, or subordinate the Obligations to any other Indebtedness (other than a subordination of the Obligations pursuant to a financing provided pursuant to Section 364 of Title 11 of the United States Code entitled “Bankruptcy”);

(vi) reduce or increase the proportion of Noteholders required for the Noteholders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Noteholders”, “Pro Rata Share” or “Pro Rata Outstandings”; or

(vii) amend Section 2.8(c)(B) (Application of Payments During an Event of Default), Section 10.10 (Release of Guarantor), Section 11.9 (Sharing of Payments) or this Section 11.1;

and provided, further, that (x) no amendment, waiver or consent shall affect the rights or duties under any Subordinated Notes Document of, or any payment to, the Subordinated Notes Agent (or otherwise modify any provision of Article 10 or the application thereof), or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Subordinated Notes Agent or, as the case may be, such SPV in addition to any signature otherwise required and (y) the consent of the Company shall not be required to change any order of priority set forth in Section 2.8.

(b) Each waiver or consent under any Subordinated Notes Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party shall entitle any Credit Party to any notice or demand in the same, similar or other circumstances. No failure on the part of any Credit Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

Section 11.2 Assignments and Participations; Binding Effect (a) Binding Effect. This Agreement shall become effective when it shall have been executed by Holdings, the Company and the Subordinated Notes Agent and when the Subordinated Notes Agent shall have been notified by each Noteholder that such Noteholder has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, Holdings, the Company (in each case except for Article 10), the Subordinated Notes Agent, each Noteholder and, to the extent provided in Section 10.11, and each other Indemnitee, and, in each case, their respective successors and permitted assigns. Except as expressly provided in any Subordinated Notes Document (including in Section 10.9), none of Holdings, the Company, or the Subordinated Notes Agent shall have the right to assign any rights or obligations hereunder or any interest herein.

(b) Right to Assign. Subject to Section 2.7 of the Subordination Agreement, each Noteholder may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its rights and obligations with respect to the Subordinated Notes) to (i) any existing Noteholder, (ii) any Affiliate or Approved Fund of any existing Noteholder or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Subordinated Notes Agent and, as long as no Event of Default is continuing, the Company; provided, however, that (A) such Sales must be ratable among the obligations owing to and owed by such Noteholder with respect to the Subordinated Notes and (B) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Subordinated Notes subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Noteholder or an Affiliate or Approved Fund of any existing Noteholder, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest or is made with the prior consent of the Company and the Subordinated Notes Agent.

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(c) Procedure. The parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) or (f) below) shall execute and deliver to the Subordinated Notes Agent an Assignment via an electronic settlement system designated by the Subordinated Notes Agent (or if previously agreed with the Subordinated Notes Agent, via a manual execution and delivery of the assignment) evidencing such Sale, together with any existing Subordinated Note subject to such Sale (or any affidavit of loss therefor acceptable to the Subordinated Notes Agent), any tax forms required to be delivered pursuant to Section 2.13(f) and payment of an assignment fee in the amount of $3,500; provided that (i) if a Sale by a Noteholder is made to an Affiliate or an Approved Fund of such assigning Noteholder, then no assignment fee shall be due in connection with such Sale, and (ii) if a Sale by a Noteholder is made to an assignee that is not an Affiliate or Approved Fund of such assignor Noteholder, and concurrently to one or more Affiliates or Approved Funds of such assignee, then only one assignment fee of $3,500 shall be due in connection with such Sale. Upon receipt of all the foregoing, and conditioned upon such receipt and, if such assignment is made in accordance with Section 11.2(b)(iii), upon the Subordinated Notes Agent (and the Company, if applicable) consenting to such Assignment, from and after the effective date specified in such Assignment, the Subordinated Notes Agent shall record or cause to be recorded in the Register the information contained in such Assignment.

(d) Effectiveness. Subject to the recording of an Assignment by the Subordinated Notes Agent in the Register pursuant to Section 2.10(b), (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Subordinated Notes Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Noteholder, (ii) any applicable Subordinated Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the payment in full of the Obligations) and be released from its obligations under the Subordinated Notes Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Noteholder’s rights and obligations under the Subordinated Notes Documents, such Noteholder shall cease to be a party hereto except that each Noteholder agrees to remain bound by Article 10, Section 11.8 and Section 11.9.

(e) Grant of Security Interests. In addition to the other rights provided in this Section 11.2, each Noteholder may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Subordinated Notes), to (i) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to the Subordinated Notes Agent or (ii) any holder of, or trustee for the benefit of the holders of, such Noteholder’s Securities by notice to the Subordinated Notes Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Noteholder hereunder and no such Noteholder shall be relieved of any of its obligations hereunder.

(f) Participants and SPVs. In addition to the other rights provided in this Section 11.2, each Noteholder may, (i) with notice to the Subordinated Notes Agent, such SPV may assign to such Noteholder the right to receive payment with respect to any Obligation and (ii) without notice to or consent from the Subordinated Notes Agent or the Company, sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Subordinated Notes Documents (including all its rights and obligations with respect to the Subordinated Notes); provided, however, that, whether as a result of any term of any Subordinated Notes Document or of such grant or participation, (A) no such SPV or participant, except as provided in the applicable option agreement, shall be liable for any obligation of such Noteholder hereunder, (B) such Noteholder’s rights and

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obligations, and the rights and obligations of the Credit Parties and the Credit Parties towards such Noteholder, under any Subordinated Notes Document shall remain unchanged and each other party hereto shall continue to deal solely with such Noteholder, which shall remain the holder of the Obligations in the Register, except that (x) each such participant and SPV shall be entitled to the benefit of Sections 2.12 and 2.13, but only to the extent such participant or SPV delivers the tax forms such Noteholder is required to collect pursuant to Section 2.13(f) and then only to the extent of any amount to which such Noteholder would be entitled in the absence of any such grant or participation and (y) each such SPV may receive other payments that would otherwise be made to such Noteholder with respect to Subordinated Notes funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to the Subordinated Notes Agent by such SPV and such Noteholder, provided, however, that in no case (including pursuant to clause (x) or (y) above) shall an SPV or participant have the right to enforce any of the terms of any Subordinated Notes Document, and (c) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Noteholder’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Subordinated Notes Document or to exercise or refrain from exercising any powers or rights such Noteholder may have under or in respect of the Subordinated Notes Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (iii) and (iv) of Section 11.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in Section 11.1(a)(v). No party hereto shall institute (and each of the Company and Holdings shall cause each other Credit Party not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however, that each Noteholder having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the payment in full of the Obligations.

Section 11.3 Costs and Expenses. Any action taken by any Credit Party under or with respect to any Subordinated Notes Document, even if required under any Subordinated Notes Document or at the request of any Noteholder, shall be at the expense of such Credit Party, and no Noteholder shall be required under any Subordinated Notes Document to reimburse any Credit Party or Group Member therefor except as expressly provided therein. In addition, the Company agrees to pay or reimburse, within 10 days after receipt of a written invoice therefore, (a) the Subordinated Notes Agent for all reasonable out-of-pocket costs and expenses incurred by it or any of its Related Persons in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Subordinated Notes Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including periodic audits in connection therewith and environmental audits and assessments), in each case including the reasonable fees, charges and disbursements of legal counsel to the Subordinated Notes Agent or such Related Persons, fees, costs and expenses incurred in connection with Intralinks^® or any other E-System and allocated to the Subordinated Notes by the Subordinated Notes Agent in its sole discretion and fees, charges and disbursements of the auditors, appraisers, printers and other of their Related Persons retained by or on behalf of any of them or any of their Related Persons, (b) the Subordinated Notes Agent for all reasonable costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews and field examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by the Subordinated Notes Agent for its examiners); provided that, unless Event of Default has occurred, the Company shall only be required to reimburse the Subordinated Notes Agent for two such examinations in any calendar year and (c) each of the Subordinated Notes Agent and the Noteholders and their Related Persons for all costs and expenses incurred in connection

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with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Subordinated Notes Document, any Obligation, or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Group Member, Subordinated Notes Document, Obligation or Related Transaction (or the response to and preparation for any subpoena or request for document production relating thereto), including fees and disbursements of counsel (including allocated costs of internal counsel); provided, that the Company shall only be responsible for the reimbursement of one counsel for the Subordinated Notes Agent and its Related Persons and one counsel for the Noteholders and their Related Persons as a group unless there is an actual conflict among such group members (as reasonably determined by such Person) and then the Company shall be responsible for the additional reimbursement of counsel for such conflicted group member.

Section 11.4 Indemnities (a) The Company agrees to indemnify, hold harmless and defend the Subordinated Notes Agent, each Noteholder, and each of their respective Related Persons (each such Person being an “Indemnitee”) from and against all Liabilities (including brokerage commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of any action, investigation, proceeding or other claim arising from or related to (i) any Subordinated Notes Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Subordinated Note, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 11.4 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, each of Holdings and the Company waives and agrees not to assert against any Indemnitee, and shall cause each other Credit Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.

(b) Without limiting the foregoing, “Indemnified Matters” includes all Environmental Liabilities, including those arising from, or otherwise involving, any property of any Related Person or any actual, alleged or prospective damage to property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or natural resource or any property on or contiguous to any real property of any Related Person, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Related Person or the owner, lessee or operator of any property of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are incurred solely following foreclosure by any Noteholder or following any Noteholder having become the successor-in-interest to any Credit Party and (ii) are attributable primarily to acts of such Indemnitee.

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Section 11.5 Survival. Any indemnification or other protection provided to any Indemnitee pursuant to any Subordinated Notes Document (including pursuant to Section 2.13, Section 2.12, Article 10), Section 11.3, Section 11.4 or this Section 11.5) and all representations and warranties made in any Subordinated Notes Document shall (i) survive the payment in full of other Obligations and (ii) inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.

Section 11.6 Limitation of Liability for Certain Damages. In no event shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each of Holdings and the Company hereby waives, releases and agrees (and shall cause each other Credit Party to waive, release and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 11.7 Noteholder-Creditor Relationship. The relationship between the Noteholders and the Subordinated Notes Agent, on the one hand, and the Credit Parties, on the other hand, is solely that of lender and creditor. No Credit Party has any fiduciary relationship or duty to any Credit Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Credit Parties and the Credit Parties by virtue of, any Subordinated Notes Document or any transaction contemplated therein.

Section 11.8 Right of Setoff. Each of the Subordinated Notes Agent, each Noteholder and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by Holdings and the Company), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by the Subordinated Notes Agent, such Noteholder or any of their respective Affiliates to or for the credit or the account of Holdings or the Company against any Obligation of any Credit Party now or hereafter existing, whether or not any demand was made under any Subordinated Notes Document with respect to such Obligation and even though such Obligation may be unmatured. Each of the Subordinated Notes Agent and each Noteholder agrees promptly to notify the Company and the Subordinated Notes Agent after any such setoff and application made by such Noteholder or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 11.8 are in addition to any other rights and remedies (including other rights of setoff) that the Subordinated Notes Agent, the Noteholders and their Affiliates and other Credit Parties may have.

Section 11.9 Sharing of Payments, Etc. If any Noteholder, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff) other than pursuant to Sections 2.12, 2.13 and 2.14) and such payment exceeds the amount such Noteholder would have been entitled to receive if all payments had gone to, and been distributed by, the Subordinated Notes Agent in accordance with the provisions of the Subordinated Notes Documents, such Noteholder shall purchase for cash from other Noteholders such participations in their Obligations as necessary for such Noteholder to share such excess payment with such Noteholders to ensure such payment is applied as though it had been received by the Subordinated Notes Agent and applied in accordance with this Agreement (or, if such application would then be at the discretion of the Company, applied to repay the Obligations in accordance herewith); provided, however, that (a) if such payment is rescinded or otherwise recovered from such Noteholder in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Noteholder without interest and (b) such Noteholder shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Noteholder were the direct creditor of the Company in the amount of such participation.

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Section 11.10 [Reserved]

Section 11.11 Notices (a) Addresses. All notices, demands, requests, directions and other communications required or expressly authorized to be made by this Agreement shall, whether or not specified to be in writing but unless otherwise expressly specified to be given by any other means, be given in writing and (i) addressed to (A) if to Holdings or the Company, to Regent Broadcasting, LLC, 100 East River Center Boulevard, 9th Floor Covington, KY 41011, Attention: Anthony Vasconcellos/Bob Allen, Tel: 859-814-0105/859-814-0125, Fax: 859-814-0136/859-814-0136, with copy to Kirkland & Ellis LLP, 333 South Hope Street, Los Angeles, CA 90071, Attention: Samantha Good, Fax: 213-808-8104, (B) if to the Subordinated Notes Agent, to General Electric Capital Corporation, 2325 Lakeview Parkway, Suite 700, Alpharetta, Georgia 30004, Attention: Tom Mangum, Tel: 678-624-7992, Fax: 678-624-7903, with copy to Finn Dixon & Herling LLP, Attention: Christopher H. Craig, Esq., Tel: 203-325-5013, Fax: 203-325-5001 and (C) otherwise to the party to be notified at its address specified opposite its name on Schedule II or on the signature page of any applicable Assignment, (ii) posted to Intralinks^® (to the extent such system is available and set up by or at the direction of the Subordinated Notes Agent prior to posting) in an appropriate location by uploading such notice, demand, request, direction or other communication to www.intralinks.com, faxing it to 866-545-6600 with an appropriate bar-coded fax coversheet or using such other means of posting to Intralinks^® as may be available and reasonably acceptable to the Subordinated Notes Agent prior to such posting, (iii) posted to any other E-System set up by or at the direction of the Subordinated Notes Agent in an appropriate location or (iv) addressed to such other address as shall be notified in writing (A) in the case of the Company, the Subordinated Notes Agent and to the other parties hereto and (B) in the case of all other parties, to the Company and the Subordinated Notes Agent. Transmission by electronic mail (including E-Fax, even if transmitted to the fax numbers set forth in clause (i) above) shall not be sufficient or effective to transmit any such notice under this clause (a) unless such transmission is an available means to post to any E-System.

(b) Effectiveness. All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one Business Day after delivery to such courier service, (iii) if delivered by mail, when deposited in the mails, (iv) if delivered by facsimile (other than to post to an E-System pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of confirmation of proper transmission, and (v) if delivered by posting to any E-System, on the later of the date of such posting in an appropriate location and the date access to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided, however, that no communications to the Subordinated Notes Agent pursuant to Article 2 or Article 10 shall be effective until received by the Subordinated Notes Agent.

Section 11.12 Electronic Transmissions (a) Authorization. Subject to the provisions of Section 11.11(a), each of the Subordinated Notes Agent, the Company, the Noteholders, and each of their Related Persons is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Subordinated Notes Document and the transactions contemplated therein. Each of Holdings, the Company and each Noteholder hereby acknowledges and agrees, and each of Holdings and the Company shall cause each other Group Member to acknowledge and agree, that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

66

(b) Signatures. Subject to the provisions of Section 11.11(a), (i)(A) no posting to any E-System shall be denied legal effect merely because it is made electronically, (B) each E-Signature on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Subordinated Notes Document, any applicable provision of any UCC, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirement of Law governing such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which each Noteholder and Credit Party may rely and assume the authenticity thereof, (iii) each such posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions of any applicable Requirement of Law requiring certain documents to be in writing or signed; provided, however, that nothing herein shall limit such party’s or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been altered after transmission.

(c) Separate Agreements. All uses of an E-System shall be governed by and subject to, in addition to Section 11.11 and this Section 11.12, separate terms and conditions posted or referenced in such E-System and related Contractual Obligations executed by Noteholders and Group Members in connection with the use of such E-System.

(d) Limitation of Liability. All E-Systems and Electronic Transmissions shall be provided “as is” and “as available”. None of the Subordinated Notes Agent or any of its Related Persons warrants the accuracy, adequacy or completeness of any E-Systems or Electronic Transmission, and each disclaims all liability for errors or omissions therein. No Warranty of any kind is made by the Subordinated Notes Agent or any of its Related Persons in connection with any E-Systems or Electronic Communication, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects. Each of Holdings, the Company and each Noteholder agrees (and each of Holdings and the Company shall cause each other Credit Party to agree) that the Subordinated Notes Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

Section 11.13 Governing Law. This Agreement, each other Subordinated Notes Document that does not expressly set forth its applicable law, and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

Section 11.14 Jurisdiction (a) Submission to Jurisdiction. Any legal action or proceeding with respect to any Subordinated Notes Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement, each of Holdings and the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Agreement shall limit the right of the Subordinated Notes Agent to commence any proceeding in the federal or state courts of any other jurisdiction to the extent the Subordinated Notes Agent determines that such action is necessary or appropriate to exercise its rights or remedies under the Subordinated Notes Documents. The parties hereto (and, to the extent set forth in any other Subordinated Notes Document, each other Credit Party) hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

67

(b) Service of Process. Each of Holdings and the Company (and, to the extent set forth in any other Subordinated Notes Document, each other Credit Party) hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or in connection with any Subordinated Notes Document by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of the Company specified in Section 11.11 (and shall be effective when such mailing shall be effective, as provided therein). Each of Holdings and the Company (and, to the extent set forth in any other Subordinated Notes Document, each other Credit Party) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Non-Exclusive Jurisdiction. Nothing contained in this Section 11.14 shall affect the right of the Subordinated Notes Agent or any Noteholder to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

Section 11.15 Waiver of Jury Trial. Each party hereto hereby irrevocably waives trial by jury in any suit, action or proceeding with respect to, or directly or indirectly arising out of, under or in connection with, any Subordinated Notes Document or the transactions contemplated therein or related thereto (whether founded in contract, tort or any other theory). Each party hereto (a) certifies that no other party and no Related Person of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into the Subordinated Notes Documents, as applicable, by the mutual waivers and certifications in this Section 11.15.

Section 11.16 Severability. Any provision of any Subordinated Notes Document being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of any Subordinated Notes Document or any part of such provision in any other jurisdiction.

Section 11.17 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 11.18 Entire Agreement. The Subordinated Notes Documents embody the entire agreement of the parties and supersede all prior agreements and understandings relating to the subject matter thereof and any prior letter of interest, commitment letter, fee letter, confidentiality and similar agreements involving any Credit Party and any of the Subordinated Notes Agent, any Noteholder or any of their respective Affiliates relating to a financing of substantially similar form, purpose or effect. In the event of any conflict between the terms of this Agreement and any other Subordinated Notes Document, the terms of this Agreement shall govern (unless such terms of such other Subordinated Notes Documents are necessary to comply with applicable Requirements of Law, in which case such terms shall govern to the extent necessary to comply therewith).

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

68

Section 11.19 Use of Name. Each of Holdings and the Company agrees, and shall cause each other Credit Party to agree, that it shall not, and none of its Affiliates shall, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of the Securities of any Credit Party) using the name, logo or otherwise referring to GE Capital or of any of its Affiliates, the Subordinated Notes Documents or any transaction contemplated therein to which the Noteholders are party without at least 2 Business Days’ prior notice to GE Capital and without the prior consent of GE Capital except to the extent required to do so under applicable Requirements of Law and then, only after consulting with GE Capital prior thereto.

Section 11.20 Non-Public Information; Confidentiality (a) Each Noteholder acknowledges and agrees that it may receive material non-public information hereunder concerning the Credit Parties and their Affiliates and Securities and agrees to use such information in compliance with all relevant policies, procedures and Contractual Obligations and applicable Requirements of Laws (including United States federal and state security laws and regulations).

(b) Each Noteholder and the Subordinated Notes Agent agrees to use all reasonable efforts to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Subordinated Notes Document and designated in writing by any Credit Party as confidential, except that such information may be disclosed (i) with the Company’s consent, (ii) to Related Persons of such Noteholder or the Subordinated Notes Agent, as the case may be, that are advised of the confidential nature of such information and are instructed to keep such information confidential, (iii) to the extent such information presently is or hereafter becomes available to such Noteholder or the Subordinated Notes Agent, as the case may be, on a non-confidential basis from a source other than any Credit Party, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements or in any tombstone or other advertising materials (and the Credit Parties consent to the publication of such tombstone or other advertising materials by the Subordinated Notes Agent, any Noteholder or any of their Related Persons), (vi) to the National Association of Insurance Commissioners or any similar organization, any examiner or any nationally recognized rating agency or otherwise to the extent consisting of general portfolio information that does not identify the Company, (vii) to current or prospective assignees, SPVs grantees of any option described in Section 11.2(f) or participants, direct or contractual counterparties to any Hedging Agreement permitted hereunder and to their respective Related Persons, in each case to the extent such assignees, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 11.20 and (viii) in connection with the exercise of any remedy under any Subordinated Notes Document. In the event of any conflict between the terms of this Section 11.20 and those of any other Contractual Obligation entered into with any Credit Party (whether or not a Subordinated Notes Document), the terms of this Section 11.20 shall govern.

Section 11.21 Patriot Act Notice. Each Noteholder subject to the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.) hereby notifies the Company that, pursuant to Section 326 thereof, it is required to obtain, verify and record information that identifies the Company, including the name and address of the Company and other information allowing such Noteholder to identify the Company in accordance with such act.

Section 11.22 Subordination Agreement. Reference is hereby made to the Subordination Agreement. The obligations of the Credit Parties under the Subordinated Notes and this Agreement and the other Subordinated Note Documents are subordinated to the Senior Debt under the terms of the Subordination Agreement and the terms and conditions of this Agreement and the other Subordinated Note Documents are subject to the terms and conditions of the Subordination Agreement.

[Signature Pages Follow]

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

69

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

REGENT BROADCASTING, LLC AS COMPANY
By:
	Name:
	Title:
REGENT COMMUNICATIONS, INC. AS HOLDINGS
By:
	Name:
	Title:
GENERAL ELECTRIC CAPITAL CORPORATION AS SUBORDINATED NOTES AGENT AND NOTEHOLDER
By:
	Name:
	Title:

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

OTHER NOTEHOLDERS: [OAKTREE CAPITAL]
By:
	Name:
	Title:
[NAME OF NOTEHOLDER]
By:
	Name:
	Title:

SUBORDINATED NOTES AGREEMENT FOR
REGENT BROADCASTING, LLC

Exhibit A
to
Subordinated Notes Agreement

Form of Assignment

This ASSIGNMENT, dated as of the Effective Date, is entered into between the Assignor and the Assignee (each as defined below).

The parties hereto hereby agree as follows:

Company:	Regent Broadcasting, LLC, a Delaware limited liability company (the “Company”)
Subordinated Notes Agent:	General Electric Capital Corporation, as subordinated notes agent for the Noteholders (in such capacity and together with its successors and permitted assigns, the “Subordinated Notes Agent”)
Subordinated Notes Agreement:	Subordinated Notes Agreement, dated as of April 27, 2010 among the Company, Regent Communications, Inc., as one of the Guarantors, the Noteholders party thereto and the Subordinated Notes Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Subordinated Notes Agreement”; capitalized terms used herein without definition are used as defined in the Subordinated Notes Agreement)
[Trade Date:	_____, _____]1
Effective Date:	_____, _____2

1	Insert for informational purposes only if needed to determine other arrangements between the assignor and the assignee.
2	To be filled out by Subordinated Notes Agent upon entry in the Register.

ASSIGNMENT FOR SUBORDINATED NOTES AGREEMENT
REGENT BROADCASTING, LLC

A-1

Aggregate principal amount of
Subordinated Notes for all	Aggregate principal amount of
Noteholders	Subordinated Notes Assigned3	Percentage Assigned4
$	$		__.	%
$	$		__.	%
$	$		__.	%

1. Assignment. Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as Noteholder under the Subordinated Note Purchase Agreement (including Liabilities owing to or by Assignor thereunder) and the other Subordinated Notes Documents, in each case to the extent related to the amounts identified above (the “Assigned Interest”).

2. Representations, Warranties and Covenants of Assignors. Assignor (a) represents and warrants to Assignee and the Subordinated Notes Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims, and (iii) by executing, signing and delivering this Assignment via ClearPar^® or any other electronic settlement system designated by the Subordinated Notes Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Subordinated Notes, the percentage of the Subordinated Notes represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Subordinated Notes Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Subordinated Notes Document or any document or information provided in connection therewith, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Group Member or Credit Party or the performance or nonperformance by any Credit Party of any obligation under any Subordinated Notes Document or any document provided in connection therewith and (d) attaches any Subordinated Notes held by it evidencing at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Subordinated Notes Agent exchange such Subordinated Notes for new Subordinated Notes in accordance with Section 2.10(e) of the Credit Agreement.

3	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. The aggregate amounts are inserted for informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only.
4	Set forth, to at least 9 decimals, the Assigned Interest as a percentage of the aggregate Loans in the Facility. This percentage is set forth for informational purposes only and is not intended to be binding. The assignments are based on the amounts assigned not on the percentages listed in this column.

ASSIGNMENT FOR SUBORDINATED NOTES AGREEMENT
REGENT BROADCASTING, LLC

A-2

3. Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Subordinated Notes Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Noteholder set forth above, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type and (iv) by executing, signing and delivering this Assignment via ClearPar^® or any other electronic settlement system designated by the Subordinated Notes Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Subordinated Notes Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Subordinated Notes Documents as are delegated to the Subordinated Notes Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Subordinated Notes Documents, are required to be performed by it as a Noteholder, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Subordinated Notes Document independently and without reliance upon any Credit Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Noteholder, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and Securities and agrees to use such information in accordance with Section 11.20 of the Subordinated Notes Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Subordinated Notes Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 11.2(c) of the Subordinated Notes Agreement, (h) to the extent required pursuant to Section 2.13(f) of the Subordinated Notes Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9; and (i) acknowledges and agrees in favor of the Administrative Agent and the Senior Creditors (as each such term is defined in the Subordination Agreement), that the Subordinated Notes and the Obligations under the Subordinated Notes Document are subject to the Subordination Agreement, are subordinate in right of payment to the Senior Debt as defined in and on the terms set forth in the Subordination Agreement, and agrees to be bound by the terms and conditions set forth therein.

4. Determination of Effective Date; Register. Following the due execution and delivery of this Assignment by Assignor, Assignee and, to the extent required by Section 11.2(b) of the Subordinated Notes Agreement, the Company, this Assignment (including its attachments) will be delivered to the Subordinated Notes Agent for its acceptance and recording in the Register. The effective date of this Assignment (the “Effective Date”) shall be the later of (i) the acceptance of this Assignment by the Subordinated Notes Agent and (ii) the recording of this Assignment in the Register. The Subordinated Notes Agent shall insert the Effective Date when known in the space provided therefor at the beginning of this Assignment.

5. Effect. As of the Effective Date, (a) Assignee shall be a party to the Subordinated Notes Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Noteholder under the Subordinated Notes Agreement and (b) Assignor shall, to the extent provided in this Assignment, relinquish its rights (except those surviving the payment in full of the Obligations) and be released from its obligations under the Subordinated Notes Documents other than those obligations relating to events and circumstances occurring prior to the Effective Date.

6. Distribution of Payments. On and after the Effective Date, the Subordinated Notes Agent shall make all payments under the Subordinated Notes Documents in respect of each Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise, to the Assignee.

ASSIGNMENT FOR SUBORDINATED NOTES AGREEMENT
REGENT BROADCASTING, LLC

A-3

7. Miscellaneous. This Assignment is a Subordinated Notes Document and, as such, is subject to certain provisions of the Credit Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof. On and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignors, Assignees, the Subordinated Notes Agent and their Related Persons and their successors and assigns. This Assignment shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York. This Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.

[Signature Pages Follow]

ASSIGNMENT FOR SUBORDINATED NOTES AGREEMENT
REGENT BROADCASTING, LLC

A-4

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[NAME OF ASSIGNOR] as Assignor
By:
	Name:
	Title:
[NAME OF ASSIGNEE] as Assignee
By:
	Name:
	Title:
Lending Office (and address for notices) for any other purpose:
[Insert Address (including contact name, fax number and e-mail address)]

SIGNATURE PAGE TO ASSIGNMENT AGREEMENT FOR
REGENT BROADCASTING, LLC

ACCEPTED and AGREED this  _____  day of  _____: GENERAL ELECTRIC CAPITAL CORPORATION as Subordinated Notes Agent
By:
	Name:
	Title:
REGENT BROADCASTING, LLC5
By:
	Name:
	Title:

⁵ Include only if required pursuant to Section 11.2(b) of the Credit Agreement.

SIGNATURE PAGE TO ASSIGNMENT AGREEMENT FOR
REGENT BROADCASTING, LLC

ExhibitB
to
Subordinated Notes Agreement

Form of Subordinated Note

“This Subordinated Note and the rights and obligations hereunder are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Subordination Agreement”) dated as of April 27, 2010, among General Electric Capital Corporation, as Subordinated Notes Agent, Regent Broadcasting, LLC (the “Company”) and General Electric Capital Corporation, as Administrative Agent, to the indebtedness (including interest) owed by the Company pursuant to that certain Credit Agreement dated as of April 27, 2010 among the Company, Regent Communications, Inc., as one of the Guarantors, General Electric Capital Corporation, as Administrative Agent for the lenders from time to time party thereto and such lenders, as such Credit Agreement has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time and to indebtedness refinancing the indebtedness under that agreement as contemplated by the Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.”

Noteholder: [NAME OF NOTEHOLDER]	New York, New York
Principal Amount: $_____	[_____] [_____], 2010

FOR VALUE RECEIVED, the undersigned, Regent Broadcasting, LLC, a Delaware limited liability company (the “Company”), hereby promises to pay to the order of the Noteholder set forth above (the “Noteholder”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of the Subordinated Note (as defined in the Subordinated Notes Agreement referred to below) of the Noteholder to the Company, payable at such times and in such amounts as are specified in the Subordinated Notes Agreement.

The Company promises to pay interest on the unpaid principal amount of the Subordinated Notes from the date made until such principal amount is paid in full, payable at such times and at such interest rates as are specified in the Subordinated Notes Agreement. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Company.

Both principal and interest are payable in Dollars to General Electric Capital Corporation, as Subordinated Notes Agent, at [                                        ], in immediately available funds.

This Subordinated Note is one of the Subordinated Notes referred to in, and is entitled to the benefits of, the Subordinated Notes Agreement, dated as of April 27, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Subordinated Notes Agreement”), among the Company, Regent Communications, Inc., as one of the Guarantors, the Noteholders party thereto and General Electric Capital Corporation, as subordinated notes agent for the Noteholders. Capitalized terms used herein without definition are used as defined in the Subordinated Notes Agreement.

[$                    ] SUBORDINATED NOTE OF
REGENT BROADCASTING, LLC

B-1

The Subordinated Notes Agreement, among other things, (a) provides for the issuance of this Subordinated Note in an aggregate amount equal to the Principal Amount set forth above, the indebtedness of the Company being evidenced by this Subordinated Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Subordinated Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.

This Subordinated Note is a Subordinated Notes Document, is entitled to the benefits of the Subordinated Notes Documents and is subject to certain provisions of the Subordinated Notes Agreement, including Sections 1.5 (Interpretation), 11.14(a) (Submission to Jurisdiction) and 11.15 (Waiver of Jury Trial) thereof.

This Subordinated Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.

This Subordinated Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[$                    ] SUBORDINATED NOTE OF
REGENT BROADCASTING, LLC

B-2

IN WITNESS WHEREOF, the Company has caused this Subordinated Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

REGENT BROADCASTING, LLC
By:
	Name:
	Title:

[$                    ] SUBORDINATED NOTE OF
REGENT BROADCASTING, LLC

Exhibit C
to
Subordinated Notes Agreement

Form of Compliance Certificate

                    , _____⁶

This certificate is delivered pursuant to Section 6.1(d) of, and in connection with the consummation of the transactions contemplated in, the Subordinated Notes Agreement, dated as of [                    ] [ _____], 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Subordinated Notes Agreement”), among Regent Broadcasting, LLC (the “Company”), Regent Communications, Inc., as one of the Guarantors, the Noteholders party thereto and General Electric Capital Corporation, as subordinated notes agent for the Noteholders (the “Subordinated Notes Agent”). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Subordinated Notes Agreement.

The undersigned, a duly authorized Responsible Officer of the Company having the name and title set forth below under his signature, hereby certifies, on behalf of the Company for the benefit of the Credit Parties and pursuant to Section 6.1 of the Subordinated Notes Agreement that such Responsible Officer of the Company is familiar with the Subordinated Notes Agreement and that, in accordance with each of the following sections of the Subordinated Notes Agreement, each of the following is true on the date hereof:

1. In accordance with Section 6.1[(a)/(b)/(c)] of the Subordinated Notes Agreement, attached hereto as Annex A are the Financial Statements for the [fiscal month/Fiscal Quarter/Fiscal Year] ended                     ,  _____  required to be delivered pursuant to Section 6.1[(a)/(b)/(c)] of the Subordinated Notes Agreement. Such Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of Holdings as at the dates indicated therein and for the periods indicated therein in accordance with GAAP [(subject to the absence of footnote disclosure and normal year-end audit adjustments)]⁷ [without qualification as to the scope of the audit or as to going concern and without any other similar qualification, together with the certificate from the Group Members’ Accountants with respect to such Consolidated Financial Statements required to be delivered pursuant to Section 6.1(c) of the Subordinated Notes Agreement. The examination by the Company’s Accountants in connection with such Financial Statements has been made in accordance with the standards of the United States’ Public Company accounting Oversight Board (or any successor entity).]⁸

2. [Reserved]

3. In accordance with Section 6.1(d) of the Subordinated Notes Agreement, no Default is continuing as of the date hereof[, except as provided for on Annex C attached hereto, with respect to each of which the Company proposes to take the actions set forth on Annex C].

6	Insert date of delivery of certificate.
7	Insert language in brackets only for monthly and quarterly reports.
8	Insert language in brackets only for annual certifications.

COMPLIANCE CERTIFICATE OF

REGENT BROADCASTING, LLC

D-1

4. In accordance with Section 6.1(e) of the Subordinated Notes Agreement, (i) the [Corporate Chart attached hereto as Annex D[-1]] [last Corporate Chart delivered pursuant to such Section)], is correct and complete as of the date hereof, (ii) all documents required to be delivered pursuant to the Subordinated Notes Documents by any Credit Party in the preceding Fiscal Quarter have been delivered thereunder (or such delivery requirement was otherwise duly waived or extended) and (iii) complete and correct copies of all documents modifying any term of any Constituent Document of any Group Member or any Subsidiary or joint venture thereof on or prior to the date hereof have been delivered to the Subordinated Notes Agent [or are attached hereto as Annex D[-2]].

5. In accordance with Section 6.1(g) of the Subordinated Notes Agreement, attached hereto as Annex E is a discussion and analysis of the financial condition and results of operations of the Group Members for the portion of the Fiscal Year elapsed on or prior to the date hereof discussing the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the previous Fiscal Year.

6. [In accordance with Section 6.1(h) of the Subordinated Notes Agreement, attached hereto as Annex F is a correct and complete summary of the outstanding balances of all intercompany Indebtedness as of the last day of the Fiscal Quarter covered by the Financial Statements attached hereto as Annex A⁹].

7. [In accordance with Sections 6.1(i) and (j) of the Subordinated Notes Agreement, attached hereto as Annexes F and G are complete and correct (i) copies of each management letter, audit report or similar letter or report received by any Group Member from any independent registered certified public accountant (including the Group Members’ Accountants) in connection with such Financial Statements or any audit thereof and (ii) a summary of all material insurance coverage maintained as of the date thereof by any Group Member¹⁰].¹¹

[Signature Page Follows]

9	Insert bracketed language only for quarterly reports.
10	Insert other information reasonably required by the Subordinated Notes Agent.
11	Insert bracketed language only for annual reports.

COMPLIANCE CERTIFICATE OF

REGENT BROADCASTING, LLC

D-2

In Witness Whereof, the undersigned has executed this certificate on the date first written above.

Name:  

Title:  

COMPLIANCE CERTIFICATE OF

REGENT BROADCASTING, LLC

ANNEX A
to
COMPLIANCE CERTIFICATE OF                                                             
DATED _____, _____

FINANCIAL STATEMENTS

Annex A-1

ANNEX B
[Intentionally Omitted]

Annex B-1

[ANNEX C
to
COMPLIANCE CERTIFICATE OF                                                             
DATED                     , ____

CONTINUING DEFAULTS]¹²

¹² Delete if not used in the text of the certificate.

Annex C-1

ANNEX D[-1]
to
COMPLIANCE CERTIFICATE OF                                                             
DATED                     , ____

CORPORATE CHART

Annex D-1-1

ANNEX D[-2]
to
COMPLIANCE CERTIFICATE OF                                                             
DATED                     ,  _____ 

MODIFICATIONS TO CONSTITUENT DOCUMENTS

Annex D-2-1

ANNEX E
to
COMPLIANCE CERTIFICATE OF                                                             
DATED                     ,  _____ 

MANAGEMENT DISCUSSION AND ANALYSIS

Annex E-1

ANNEX F
to
COMPLIANCE CERTIFICATE OF                                                             
DATED                     , ____

[INTERCOMPANY INDEBTEDNESS][MANAGEMENT LETTERS]

Annex F-1

ANNEX G
to
COMPLIANCE CERTIFICATE OF                                                             
DATED                     ,  _____ 

SUMMARY OF MATERIAL INSURANCE COVERAGES

Annex G-1

EX-10.L

Exhibit 10(l)

AMENDMENT NO. 1 TO
EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 (this “Amendment”) is entered into and shall be effective as of February 28, 2010 to that Executive Employment Agreement (the “Agreement”) dated December 31, 2009 by and between REGENT COMMUNICATIONS, INC., a Delaware corporation (the “Company”) and ANTHONY A. VASCONCELLOS (“Employee”). Capitalized terms used herein and not defined shall have the meanings given therefore in the Agreement.

WHEREAS, the Company and Employee agree that the Agreement shall be amended as set forth in this Amendment.

NOW THEREFORE, the Company and Employee agree as follows:

1. Section 4.1 of the Agreement shall be amended and restated in its entirety to read as follows:

4.1 Non-Inducement and No-hire. Employee agrees that during the Term and for a 18-month period immediately following the termination of his employment with the Company (which shall be subject to extension pursuant to Section 5A hereof), he shall not directly or indirectly, individually or on behalf of persons not parties to this Agreement (i) aid or endeavor to solicit or induce any of employee of the Company or any of its Subsidiaries to leave their employment with the Company and its Subsidiaries in order to accept employment with, or otherwise provide services to, Employee or another person, partnership, corporation or other entity or (ii) hire or otherwise retain the services of any employee of the Company or any of its Subsidiaries or any former employee of the Company or any of its Subsidiaries within one-year following such individual ceasing to be employed by the Company and its Subsidiaries other than any such former employee who was terminated by the Company and its Subsidiaries without cause.

2. The proviso in Section 5 of the Agreement shall be amended and restated in its entirety to read as follows:

provided that, subject to the Company’s right to terminate severance payments pursuant to Section 5B, Employee has received the severance pay under Section 2.6(c).

3. There shall be inserted into the Agreement new Sections 5A and 5B which shall read as follows:

5A. Effect of Termination Without Cause After Change in Control or for Good Reason After Change of Control. Notwithstanding the provisions of Section 3 and 4 above, the restrictions imposed upon Employee in Sections 3.1, 3.2 and 4.1 of this Agreement during the period following the termination of his employment hereunder shall apply in the event of Employee’s employment hereunder is terminated by the

Company without Cause pursuant to Section 1.4(ii) following a Change in Control or by the Employee for Good Reason, following a Change of Control, for a period of two years immediately following his termination, provided that, subject to the Company’s right to terminate severance payments pursuant to Section 5B, Employee has received the severance pay under Section 2.6(c).

5B. Remedy. If Employee violates any of Sections 3.1, 3.2, 4.1 or 4.2 of this Agreement following his termination (other than an inadvertent or immaterial breach of Employee’s non-disclosure obligations under Section 4.2), the Company shall have no further obligations to Employee under Section 2.6 of this Agreement not otherwise required by law.

4. Section 2.3 is eliminated from the Agreement, and Employee and the Company agree that the references to vesting of Equity Awards in Sections 2.6(b) and 2.6(c) of the Agreement shall apply only to Equity Awards granted prior to March 1, 2010.

* * * * *

2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

COMPANY: REGENT COMMUNICATIONS, INC.
By:	/s/ John H. Wyant
	John H. Wyant, Chairman
	of the Compensation Committee of the Board of Directors

EMPLOYEE:
By:	/s/ Anthony A. Vasconcellos
	Anthony A. Vasconcellos

3

EX-10.M

Exhibit 10(m)

AMENDMENT NO. 1 TO
EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 (this “Amendment”) is entered into and shall be effective as of February 28, 2010 to that Executive Employment Agreement (the “Agreement”) dated December 31, 2009 by and between REGENT COMMUNICATIONS, INC., a Delaware corporation (the “Company”) and WILLIAM L. STAKELIN (“Employee”). Capitalized terms used herein and not defined shall have the meanings given therefore in the Agreement.

WHEREAS, the Company and Employee agree that the Agreement shall be amended as set forth in this Amendment.

NOW THEREFORE, the Company and Employee agree as follows:

1. Section 4.1 of the Agreement shall be amended and restated in its entirety to read as follows:

4.1 Non-Inducement and No-hire. Employee agrees that during the Term and for a 18-month period immediately following the termination of his employment with the Company (which shall be subject to extension pursuant to Section 5A hereof), he shall not directly or indirectly, individually or on behalf of persons not parties to this Agreement (i) aid or endeavor to solicit or induce any of employee of the Company or any of its Subsidiaries to leave their employment with the Company and its Subsidiaries in order to accept employment with, or otherwise provide services to, Employee or another person, partnership, corporation or other entity or (ii) hire or otherwise retain the services of any employee of the Company or any of its Subsidiaries or any former employee of the Company or any of its Subsidiaries within one-year following such individual ceasing to be employed by the Company and its Subsidiaries other than any such former employee who was terminated by the Company and its Subsidiaries without cause.

2. The proviso in Section 5 of the Agreement shall be amended and restated in its entirety to read as follows:

provided that, subject to the Company’s right to terminate severance payments pursuant to Section 5B, Employee has received the severance pay under Section 2.6(c).

3. There shall be inserted into the Agreement new Sections 5A and 5B which shall read as follows:

5A. Effect of Termination Without Cause After Change in Control or for Good Reason After Change of Control. Notwithstanding the provisions of Section 3 and 4 above, the restrictions imposed upon Employee in Sections 3.1, 3.2 and 4.1 of this Agreement during the period following the termination of his employment hereunder shall apply in the event of Employee’s employment hereunder is terminated by the Company without Cause pursuant to Section 1.4(ii) following a Change in Control or by

the Employee for Good Reason, following a Change of Control, for a period of two years immediately following his termination, provided that, subject to the Company’s right to terminate severance payments pursuant to Section 5B, Employee has received the severance pay under Section 2.6(c).

5B. Remedy. If Employee violates any of Sections 3.1, 3.2, 4.1 or 4.2 of this Agreement following his termination (other than an inadvertent or immaterial breach of Employee’s non-disclosure obligations under Section 4.2), the Company shall have no further obligations to Employee under Section 2.6 of this Agreement not otherwise required by law.

4. Section 2.3 is eliminated from the Agreement, and Employee and the Company agree that the references to vesting of Equity Awards in Sections 2.6(b) and 2.6(c) of the Agreement shall apply only to Equity Awards granted prior to March 1, 2010.

* * * * *

2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

COMPANY: REGENT COMMUNICATIONS, INC.
By:	/s/ John H. Wyant
	John H. Wyant, Chairman
	of the Compensation Committee of the Board of Directors

EMPLOYEE:
By:	/s/ William L. Stakelin
	William L. Stakelin

3

EX-21

Exhibit 21

The following is a list of the direct and indirect subsidiaries of the Company as of December 31, 2009. All of the subsidiaries are wholly owned, and are included in the Consolidated Financial Statements, which are a part of this report.

Subsidiary	State of Organization
Regent Broadcasting Management, LLC	Delaware
Regent Broadcasting, LLC	Delaware
Regent Broadcasting Midwest, LLC	Delaware
Regent Broadcasting of Mansfield, Inc.	Delaware
Regent Licensee of Mansfield, Inc.	Delaware
Regent Broadcasting of Albany, Inc.	Delaware
Regent Broadcasting of Lafayette, LLC	Delaware
Regent Broadcasting of Flint, Inc.	Delaware
Regent Broadcasting of Duluth, Inc.	Delaware
Regent Broadcasting of Evansville/Owensboro, Inc	. Delaware
Regent Broadcasting of Buffalo, Inc.	Delaware
Regent Broadcasting of El Paso, Inc.	Delaware
Regent Broadcasting of Erie, Inc.	Delaware
Regent Licensee of Erie, Inc.	Delaware
Regent Broadcasting of Lancaster, Inc.	Delaware
Livingston County Broadcasters, Inc.	Illinois
Regent Broadcasting of Lexington, Inc.	Delaware
Regent Licensee of Lexington, Inc.	Delaware
Regent Broadcasting of Peoria, Inc.	Delaware
B&G Broadcasting, Inc.	Delaware
Regent Broadcasting of San Diego, Inc.	Delaware
Regent Licensee of San Diego, Inc.	Delaware
Regent Broadcasting of St. Cloud, Inc.	Delaware
Regent Licensee of St. Cloud, Inc.	Delaware
Regent Broadcasting of St. Cloud II, Inc.	Minnesota
Regent Broadcasting of South Carolina, Inc.	Delaware
Regent Licensee of South Carolina, Inc.	Delaware
Regent Broadcasting of Utica/Rome, Inc.	Delaware
Regent Licensee of Utica/Rome, Inc.	Delaware
Regent Broadcasting of Watertown, Inc.	Delaware
Regent Licensee of Watertown, Inc.	Delaware
Regent Broadcasting of Bloomington, Inc.	Delaware

Subsidiary	State of Organization
Regent Broadcasting West Coast, LLC	California
Regent Broadcasting of Chico, Inc.	Delaware
Regent Licensee of Chico, Inc.	Delaware
Regent Broadcasting of Flagstaff, Inc.	Delaware
Regent Licensee of Flagstaff, Inc.	Delaware
Regent Broadcasting of Ft. Collins, Inc.	Delaware
Regent Broadcasting of Grand Rapids, Inc.	Delaware
Regent Broadcasting of Kingman, Inc.	Delaware
Regent Licensee of Kingman, Inc.	Delaware
Regent Broadcasting of Lake Tahoe, Inc.	Delaware
Regent Licensee of Lake Tahoe, Inc.	Delaware
Regent Broadcasting of Palmdale, Inc.	Delaware
Regent Licensee of Palmdale, Inc.	Delaware
Regent Broadcasting of Redding, Inc.	Delaware
Regent Licensee of Redding, Inc.	Delaware

EX-31.A

Exhibit 31(a)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Steven Price, certify that:

1. I have reviewed this annual report on Form 10-K of Townsquare Media, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-15(f)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2010

/s/ Steven Price  

Steven Price 

President and Chief Executive Officer 

EX-31.B

Exhibit 31(b)

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Stuart Rosenstein, certify that:

1. I have reviewed this annual report on Form 10-K of Townsquare Media, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-15(f)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2010

/s/ Stuart Rosenstein  

Stuart Rosenstein 

Executive Vice President and Chief Financial Officer 

EX-32.A

Exhibit 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Townsquare Media, Inc. (the “Registrant”) on Form 10-K for the year ending December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven Price, Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Steven Price  

Steven Price 

Chief Executive Officer 

May 14, 2010

EX-32.B

Exhibit 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Townsquare Media, Inc. (the “Registrant”) on Form 10-K for the year ending December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stuart Rosenstein, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Stuart Rosenstein  

Stuart Rosenstein 

Chief Financial Officer 

May 14, 2010