S-1/A

TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on December 29, 1999

Registration No. 333-91703

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

REGENT COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	4830	31-1492857
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

50 East RiverCenter Boulevard, Suite 180

Covington, Kentucky 41011

(606) 292-0030

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

TERRY S. JACOBS

Chairman of the Board

and Chief Executive Officer

Regent Communications, Inc.

50 East RiverCenter Boulevard, Suite 180

Covington, Kentucky 41011

(606) 292-0030

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

ALAN C. ROSSER
Strauss & Troy
150 East Fourth Street
Cincinnati, Ohio 45202-4018
(513) 621-2120 JONATHAN JEWETT
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022

Approximate Date of Commencement of Proposed Sale to the Public:

As soon as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  [   ]

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [   ]

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [   ]

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  [   ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  [   ]

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. Regent may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION — DECEMBER 29, 1999

PROSPECTUS

13,350,000 Shares

[REGENT LOGO]

Common Stock

Regent Communications, Inc. is offering 13,350,000 shares of its common stock in an initial public offering. Prior to this offering, there has been no public market for Regent’s common stock.

Regent is a radio broadcasting company that focuses on acquiring, developing and operating radio stations in small and mid-sized markets.

It is anticipated that the public offering price will be between $6.50 and $8.50 per share. Regent has applied to have the common stock included for quotation in the Nasdaq National Market under the symbol “RGCI”.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to Regent	$	$

See “Risk Factors” on pages 11 to 16 for factors you should consider before investing in the shares of Regent.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters may, under certain circumstances, purchase up to 2,002,500 additional shares from Regent at the public offering price, less underwriting discounts and commissions. Delivery and payment for the shares will be on            , 2000.

Prudential Securities

Morgan Stanley Dean Witter

Schroder & Co. Inc.

                 , 2000

[Map depicting station locations and call letters]

TABLE OF CONTENTS

	Page
General Information		4
Prospectus Summary		5
Risk Factors		11
Forward-Looking Statements		16
Use of Proceeds		17
Dividend Policy		18
Market Information		18
Dilution		18
Capitalization		19
Pending Transactions		20
Unaudited Pro Forma Financial Statements		22
Selected Historical Financial Data		32
Management’s Discussion and Analysis		34
Business		42
Federal Regulation of Radio Broadcasting		52
Management		59
Principal Stockholders		67
Certain Relationships and Related Transactions		69
Description of Capital Stock		71
Shares Eligible for Future Sale		73
Underwriting		76
Legal Matters		77
Experts		77
Where You Can Find Additional Information		78
Index to the Financial Statements		F-1

      You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

      We operate our radio stations in subsidiaries and hold our radio broadcast licenses in separate subsidiaries that do not conduct any independent business operations. In this prospectus, when we use the term “Regent” and the pronouns “we,” “our” and “us,” we mean Regent Communications, Inc. and all its subsidiaries, unless the context otherwise requires.

3

GENERAL INFORMATION

Information About Station and Market Data

      As you review the station and market data contained throughout this prospectus, you should note the following:

•  We obtained all metropolitan statistical area rank information, market revenue information and station cluster market rank information for all of our markets (except the Palmdale, California; Victorville, California; and Mansfield, Ohio markets) from Investing in Radio 1999 Market Report (4th ed.) published by BIA Publications, Inc.

•  We obtained all market revenue and station cluster market revenue rank information for the Palmdale market from the November 1999 Miller, Kaplan Market Revenue Report, a publication of Miller, Kaplan, Arase & Co., Certified Public Accountants.

•  Market data are not available for the Victorville and Mansfield markets.

•  All market revenue and station cluster market revenue rank information is for 1998 except information given for the Palmdale market which is for the first 11 months of 1999.

•  We obtained all audience share information from the Spring 1999 Radio Market Report published by The Arbitron Company. In the table in the “Prospectus Summary” section of this prospectus under the heading “Station Portfolio,” 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.

•  A radio station’s designated market may be different from its community of license.

Information About Financial Data

      As you review the financial information contained in this prospectus, you should note the following:

•  The term “broadcast cash flow” means operating income (loss) before depreciation and amortization and corporate general and administrative expenses, excluding barter activity.

•  The term “EBITDA” means operating income (loss) before depreciation and amortization.

•  The term “after-tax cash flow” means income (loss) from continuing operations, minus net gain (loss) on sale of stations (net of tax), plus depreciation and amortization expense.

4

PROSPECTUS SUMMARY

      This summary highlights information contained elsewhere in this prospectus. This summary is not complete and may not contain all of the information you should consider before investing in our common stock. You should read the entire prospectus carefully.

Regent

      We are a radio broadcasting company focused on acquiring, developing and operating radio stations in small and mid-sized markets. Upon completion of the transactions described in the “Pending Transactions” section of this prospectus, we will own 28 FM and 14 AM radio stations in 11 small and mid-sized markets located in California, Michigan, Minnesota, New York, Ohio, Pennsylvania and Texas. We have assembled clusters of radio stations that rank first or second in terms of revenue share in substantially all of our markets. On an historical basis, for the nine months ended September 30, 1999, we had net broadcast revenues of $17.5 million and broadcast cash flow of $4.2 million. After giving pro forma effect to the transactions described in the unaudited pro forma financial statements included elsewhere in this prospectus, we would have had net broadcast revenues of $27.9 million and broadcast cash flow of $10.8 million for the nine months ended September 30, 1999.

      Our overall business strategy is to secure and maintain a leadership position in our existing markets and to expand into additional small and mid-sized markets where we believe we can achieve a leadership position. Relative to the largest radio markets in the United States, we believe that the small and mid-sized markets represent attractive operating environments because they are generally characterized by:

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

•  substantial growth in advertising revenues as national and regional retailers expand into small and mid-sized markets;

•  a weaker competitive environment characterized by small independent operators, many of whom lack the capital to produce locally-originated programming and/or to employ more sophisticated research, marketing, management and sales techniques;

•  less direct format competition due to a smaller number of stations in any given market; and

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

      We believe that these market characteristics, coupled with the opportunity to establish or expand radio station clusters within a specific market, create the potential for revenue growth and cost efficiencies.

Acquisition Strategy

      Our acquisition strategy is to expand within our existing markets and into new small and mid-sized markets where we believe we can effectively use our operating strategies. In considering new markets, we focus on those markets that have a minimum of $8.0 million in gross radio advertising revenue where we believe we can build a station cluster that will generate at least $1.0 million in annual broadcast cash flow. After entering a market, we seek to acquire additional stations that will allow us to reach a wider range of demographic groups to appeal to advertisers and increase revenue. We also integrate these stations into our existing operations in an effort to achieve substantial cost savings. We have sold or will sell stations in different markets that did not or do not fit within our existing acquisition strategy.

5

Operating Strategy

      Our operating strategy focuses on maximizing our radio stations’ appeal to listeners and advertisers and, consequently, our net broadcast revenue and broadcast cash flow. To achieve these goals, we:

•  seek to secure and maintain a leadership position by owning multiple stations in the markets we serve;

•  coordinate programming, promotional and sales strategies among each group of local stations to enhance revenue opportunities and maximize cost efficiencies within each market;

•  implement aggressive sales and marketing initiatives in order to maximize our share of local advertising revenue in each of our markets;

•  combine extensive market research with an assessment of our competitors’ vulnerabilities in order to identify significant and sustainable target audiences;

•  tailor the programming, marketing and promotion of each of our stations to maximize its appeal to its target audience; and

•  decentralize operating activities, as we believe that radio, which is primarily a local business, needs to rely on the efforts of regional and local management and staff to achieve success.

Management Team

      Our senior management team has extensive experience in the radio broadcasting industry and has negotiated the acquisition of 119 radio stations, including the 42 stations currently owned or to be acquired by us upon consummation of our pending acquisitions.

      Our Chairman, Chief Executive Officer and Treasurer, Terry S. Jacobs, has 20 years of experience as the founder and chief executive officer of three radio broadcasting companies, including Jacor Communications, Inc. (today a part of Clear Channel Communications Inc.) which, during his tenure, grew to become the ninth largest radio company in the United States.

      William L. Stakelin, our President and Chief Operating Officer, has been nationally recognized for his contributions to the radio broadcasting industry as recipient of the 1999 National Radio Award given by the National Association of Broadcasters. Mr. Stakelin has over 40 years of experience in the radio industry, with over 30 of those years in station and group management.

Corporate History and Recently Completed

and Pending Transactions

      We are a Delaware corporation formed in November 1996 by Mr. Jacobs and Mr. Stakelin. During 1997 and the first half of 1998, we engaged in limited operations consisting principally of the ownership and operation of one AM radio station and the operation of 24 other radio stations under time brokerage agreements.

      On June 15, 1998, we acquired a total of 31 radio stations. One of these acquisitions was accomplished by means of a merger with Faircom Inc. whereby Faircom was merged into one of our subsidiaries. Even though our subsidiary was the surviving entity in the merger, Faircom was deemed to be the “accounting acquirer,” and the historical financial statements of Faircom became our historical financial statements. Accordingly, our results of operations and those of the other entities that merged with or were acquired by us as part of the transactions completed June 15, 1998 have been included in our consolidated financial statements only from June 15, 1998.

      With the completion of additional acquisitions and dispositions during the balance of 1998 and 1999, we currently own and operate a total of 32 radio stations. We have agreements to acquire the assets of seven FM and five AM radio stations for $68.3 million and have an agreement in principle to acquire another FM radio station for $1.4 million. We have entered into an agreement to sell two FM and one AM radio stations for $2.4 million.

      Our principal executive offices are located at 50 East RiverCenter Boulevard, Suite 180, Covington, Kentucky 41011. Our telephone number is (606) 292-0030.

6

Station Portfolio

      The following table shows the radio stations we will own and operate after giving effect to the pending acquisitions and divestiture described above. See the “General Information” section at the beginning of this prospectus for a discussion of the sources from which we obtained the data included in the table and the method used to calculate the station cluster audience share data.

								Pro Forma Station Portfolio
		Metropolitan		Station		Station
		Statistical		Cluster		Cluster						Acquisition
		Area		Ranking by		12+		Owned				Pending				Total
		Market		Revenue		Audience
Market		Rank		Share		Share		FM		AM		FM		AM		FM		AM
Chico, CA(1)			192		1		16.5		3		–		1		–		4		–
El Paso, TX(1)			70		2		19.0		–		–		2		1		2		1
Erie, PA			155		1		27.4		2		1		–		–		2		1
Flint, MI			116		2		13.1		2		1		–		–		2		1
Mansfield, OH			N/A		N/A		N/A		2		1		–		–		2		1
Palmdale-Lancaster, CA			N/A		1		N/A		2		1		–		–		2		1
Redding, CA			218		1		50.7		4		2		–		–		4		2
St. Cloud, MN			216		1		18.5		2		1		–		–		2		1
Utica-Rome, NY(1)			150		1		40.6		–		–		3		2		3		2
Victorville, CA			N/A		N/A		N/A		3		2		–		–		3		2
Watertown, NY(1)			252		1		46.6		–		–		2		2		2		2
	Totals								20		9		8		5		28		14
Number of markets: 11
Number of stations: 42

N/A — information not available

⁽¹⁾  The completion of each of our pending acquisitions is subject to receipt of a final order of the FCC approving the transaction and the satisfaction of other customary conditions.

Financing and Recapitalization Plan

      Upon completion of this offering and the repayment of our existing bank credit facility with a portion of the net proceeds, we intend to enter into a new bank credit facility. We presently have a commitment for a $125.0 million secured seven-year reducing revolving credit facility with an additional $50.0 million revolving facility that would be available on substantially the same terms to fund future acquisitions.

      On November 24, 1999, we entered into purchase agreements with several investors providing for the purchase of a total of $19.5 million of our equity capital. We completed these transactions on December 14, 1999 with the issuance of 3,545,453 shares of our new Series K convertible preferred stock at $5.50 per share.

      We presently have outstanding 17,050,851 shares of various series of convertible preferred stock. Effective upon completion of this offering, we will redeem all 1,000,000 outstanding shares of our Series B convertible preferred stock at $5.00 per share plus accrued dividends with a portion of the net proceeds of the offering and convert all then outstanding shares of our remaining series of convertible preferred stock into an equal number of shares of our common stock, as permitted by the provisions of our charter or under agreements with the holders.

7

The Offering

Shares offered by Regent	13,350,000 shares(1)
Total shares outstanding after this offering	29,740,851 shares(1)(2)
Use of proceeds	We intend to use the net proceeds from this offering, together with other funds and equity securities, as follows:
	• to fund our pending acquisitions in Utica-Rome and Watertown, New York, El Paso, Texas and Chico, California;
	• to pay in full our existing bank credit facility;
	• to pay accumulated, unpaid dividends on all series of our convertible preferred stock; and
	• to redeem our Series B convertible preferred stock.
	See the “Use of Proceeds” section of this prospectus.
Proposed Nasdaq National Market symbol	RGCI

(1)	Does not include up to 2,002,500 shares that the underwriters may purchase if they exercise their over-allotment option in full.
(2)	Includes:

•  16,050,851 shares of common stock that will be issued on conversion of all of our series of convertible preferred stock, with the exception of the Series B, which is being redeemed, upon completion of this offering; and

•  100,000 shares of common stock we expect to issue in connection with one of our pending acquisitions.

      Does not include:

•  990,000 shares of common stock subject to outstanding warrants with a weighted average exercise price of $5.00 per share;

•  1,840,498 shares of common stock subject to outstanding employee stock options with a weighted average exercise price of $4.76 per share, of which shares 635,828 are subject to vested options; and

•  370,834 shares of common stock reserved for issuance under our management stock option plan.

Market Information

      Prior to this offering, there has been no public market for our common stock. Prior to this offering, our Series C convertible preferred stock, which is presently convertible into our common stock on a one-for-one basis, was quoted through the National Quotation Bureau “pink sheet” service and the OTC Bulletin Board under the symbol “RGCIP.OB” and traded in small amounts on a limited and sporadic basis. Effective upon consummation of this offering, the shares of our Series C convertible preferred stock will be converted into an equal number of shares of our common stock. We believe that prior sales prices and quotations for the Series C convertible preferred stock do not provide a meaningful indication of the value of our common stock.

Risk Factors

      You should consider the risk factors and the impact from various events that could adversely affect our business before investing in our common stock. See the “Risk Factors” section of this prospectus for a discussion of these risks.

8

Summary Historical and Pro Forma Financial Data⁽¹⁾

			Year Ended December 31,												Nine Months Ended September 30,
												Pro Forma									Pro Forma
												As Adjusted									As Adjusted
												1998(2)			1998			1999			1999(2)
			1996			1997			1998			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
			(In thousands, except per share amounts)
Statement of Operations Data:
	Net broadcast revenues		$	4,874		$	5,993		$	14,771		$	36,261		$	9,484		$	17,465		$	27,925
	Station operating expenses			2,993			3,860			11,051			23,602			6,727			13,066			17,275
	Depreciation and amortization			321			727			2,281			6,453			1,466			2,838			5,317
	Corporate general and administrative expenses			337			391			1,872			5,803			1,360			1,699			3,708
		Operating income (loss)		1,223			1,015			(433	)		403			(69	)		(138	)		1,625
	Interest expense			(913	)		(1,331	)		(2,883	)		(400	)		(2,029	)		(2,430	)		(302	)
	Other income, net			7			25			26			68			6			87			91
		Income (loss) from continuing operations before income taxes		317			(291	)		(3,290	)		71			(2,092	)		(2,481	)		1,414
	Income tax expense			(38	)		(72	)		—			—			—			—			—
		Income (loss) from continuing operations	$	279		$	(363	)	$	(3,290	)	$	71		$	(2,092	)	$	(2,481	)	$	1,414
	Income (loss) from continuing operations attributable to common stockholders		$	279		$	(363	)	$	(10,243	)	$	71		$	(8,040	)	$	(6,458	)	$	1,414
Earnings Per Share Data:
		Basic and diluted income (loss) from continuing operations per common share	$	1.16		$	(1.51	)	$	(42.67	)	$	—		$	(33.50	)	$	(26.91	)	$	0.05
		Weighted average common shares used in basic and diluted computations(3)		240			240			240			29,687			240			240			29,687
Other Data:(4)
	Broadcast cash flow		$	1,881		$	2,130		$	3,652		$	12,707		$	2,751		$	4,159		$	10,823
	EBITDA(5)			1,544			1,742			1,848			6,856			1,397			2,700			6,942
	After-tax cash flow			600			364			(1,009	)		6,524			(626	)		257			6,613
	Net cash provided by (used in):
		Operating activities		378			418			(385	)		—			(553	)		(1,383	)		—
		Investing activities		(63	)		(7,963	)		(32,260	)		—			(29,857	)		(20,801	)		—
		Financing activities		(556	)		7,957			32,588			—			30,268			23,831			—

											At September 30, 1999
		At December 31,
														Pro Forma
		1996			1997			1998			Actual			As Adjusted(2)
											(Unaudited)			(Unaudited)
Balance Sheet Data:
	Cash and cash equivalents	$	123		$	535		$	478		$	2,125		$	—
	Working capital (deficiency)		238			1,060			(1,409	)		(5,650	)		2,401
	Intangible assets, net		1,628			7,701			45,024			59,445			115,220
	Total assets		4,326			13,010			67,618			89,143			146,955
	Long-term debt, less current portion		7,277			21,912			34,617			28,046			5,878
	Redeemable preferred stock(6)		—			—			27,406			52,086			—
	Total stockholders’ equity (deficit)(3)(6)		(5,486	)		(10,182	)		(10,076	)		(15,540	)		138,025

Footnotes to the above data appear on the following page.

9

⁽¹⁾  The summary historical financial data presented above are derived from our audited and unaudited consolidated financial statements included elsewhere in this prospectus. Our financial results are not comparable from year to year because of our acquisition and disposition of various radio stations. The summary financial data presented above should be read in conjunction with our audited and unaudited consolidated financial statements and notes thereto, the “Information About Financial Data” header in “General Information,” “Management’s Discussion and Analysis,” “Unaudited Pro Forma Financial Statements” and “Use of Proceeds” sections included elsewhere in this prospectus.

On June 15, 1998, we merged with Faircom Inc. Even though our subsidiary was the surviving entity in the merger, Faircom was deemed to be the “accounting acquirer,” and the historical financial statements of Faircom became our historical financial statements. Accordingly, our results of operations and those of the other entities that merged with or were acquired by us as part of the transactions completed June 15, 1998 have been included in our consolidated financial statements only from June 15, 1998.

(2)	The summary unaudited pro forma operating data gives effect to transactions as if they had occurred on January 1, 1998, while the summary pro forma balance sheet data as of September 30, 1999 gives effect to transactions as if they had occurred on that date. The summary unaudited pro forma financial data gives effect to (a) all pending and consummated acquisitions and dispositions, except for the acquisitions of radio stations WSWR(FM) in Shelby, Ohio, KIXA(FM) in Lucerne Valley, California, KOSS(FM) in Lancaster, California and KZAP(FM) in Chico, California, the effects of which we consider to be immaterial; (b)  the issuance of 3,545,453 shares of our Series K convertible preferred stock; (c) the consummation of our new bank credit facility; (d) the redemption of our Series B convertible preferred stock, including payment of accumulated, unpaid dividends; (e) the payment of all accumulated, unpaid dividends on our other series of convertible preferred stock and the subsequent conversion of such preferred stock to common stock; and (f) this offering of our common stock and use of the estimated net proceeds. The summary unaudited pro forma consolidated financial information does not purport to represent what our results of operations or financial condition would actually have been had the transactions described below occurred on the dates indicated or to project our results of operations or financial condition for any future period or date.
(3)	As a result of the Faircom merger, Faircom’s historical stockholder deficit prior to the merger has been retroactively restated to reflect the number of common shares outstanding subsequent to the merger, with the difference between the par value of Faircom’s and our common stock recorded as an offset to additional paid-in capital. Basic and diluted earnings per share are the same for all periods presented due to the effect of potential common stock being antidilutive on an historical basis and immaterial on a pro forma basis.
(4)	Broadcast cash flow, EBITDA and after-tax cash flow should not be considered as an alternative to, or more meaningful than, (1) operating income, as determined in accordance with generally accepted accounting principles, as an indicator of operating performance or (2) cash flows from operating activities, as determined in accordance with generally accepted accounting principles, as a measure of liquidity. Because broadcast cash flow, EBITDA and after-tax cash flow are not calculated identically by all companies, the presentation in this prospectus may not be comparable to similarly titled measures of other companies.
(5)	In 1998, there was a non-recurring stock compensation charge of $530,000. Excluding this charge, EBITDA for the year ended December 31, 1998 and for the nine months ended September 30, 1998 would have been $2,378,000 and $1,927,000, respectively.
(6)	The redeemable Series K convertible preferred shares, issued on December 14, 1999, are deemed to have an embedded beneficial conversion feature valued in the aggregate at $3,545,000. The beneficial conversion feature value is allocated to additional paid in capital and reduces the value assigned to the Series K shares. The beneficial conversion feature is recognized immediately as a charge to additional paid-in capital (since there are no retained earnings) resulting in an adjustment to income (loss) from continuing operations attributable to common stockholders and an increase in the carrying value of the preferred stock.

10

RISK FACTORS

      You should carefully consider the following risk factors in addition to the other information in this prospectus before purchasing shares of our common stock. Each of these risk factors could adversely affect our business, operating results and financial condition, as well as the value of an investment in our common stock.

     Risks Related to Regent

We have a limited operating history and limited historical financial information upon which you may evaluate our performance.

      You must consider our prospects in light of the risks and uncertainties encountered by companies in the early stages of development. We may not successfully address these risks and uncertainties or successfully implement our operating and acquisition strategies. If we fail to do so, it could materially harm our business and impair the value of our common stock. Even if we accomplish these objectives, we may not generate positive cash flow or profits in the future. Moreover, variations in our performance may also cause our quarterly operating results to fluctuate significantly in the future. As a result, our operating results in one or more future quarters may fail to meet the expectations of securities analysts or investors. Failure to meet these expectations could impair the price of our common stock.

We have a history of net losses that we expect to continue for the foreseeable future.

      We had a loss from continuing operations of $3.3 million for the year ended December 31, 1998 and $2.5 million for the nine months ended September 30, 1999. We would have had income from continuing operations on a pro forma basis of $71,000 for the year ended December 31, 1998 and net income from continuing operations on a pro forma basis of $1.4 million for the nine months ended September 30, 1999, after giving pro forma effect to the transactions described in the “Unaudited Pro Forma Financial Statements” section of this prospectus as if they had occurred on January 1, 1998.

      The primary reasons for the loss in 1998 and 1999 are significant charges for depreciation and amortization relating to the acquisition of radio stations and interest charges on our outstanding debt. As we acquire additional stations, these charges will probably increase. We expect to continue to experience net losses for the foreseeable future.

Our acquisition strategy may not increase our cash flow or yield other anticipated results.

      We have experienced rapid growth, and intend to continue our aggressive growth strategy, by acquiring radio stations in small and mid-sized markets. This strategy is subject to a variety of risks, including the:

•  inability to obtain financing to fund future acquisitions;

•  failure or unanticipated delays in completing acquisitions due to difficulties in obtaining regulatory approval;

•  difficulty in integrating the operations, systems and management of our acquired stations and absorbing the increased demands on our administrative, operational and financial resources;

•  diversion of management’s attention from other business concerns;

•  loss of key employees of acquired stations;

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

•  inability to negotiate definitive purchase agreements on satisfactory terms;

•  increases in prices for radio stations due to increased competition for acquisition opportunities; and

•  inability to sell any non-performing station.

      If we are not able to address successfully these risks, it could materially harm our business and impair the value of our common stock.

11

Our inability to manage effectively our planned rapid growth could adversely affect our operations.

      We have experienced rapid growth and development in a relatively short period of time and expect to continue to experience rapid growth in the future. The management of this growth will require, among other things, continued development of our financial and management controls and management information systems, stringent control of costs, increased marketing activities, the ability to attract and retain qualified management personnel and the training of new personnel. We intend to hire additional personnel in order to manage our expected growth and expansion. Failure to successfully manage our expected rapid growth and development and difficulties in managing our radio stations could have a material adverse effect on our business and the value of our common stock.

Additional financing for future acquisitions may be limited.

      Depending upon the nature, size and timing of future acquisitions, we may require financing in excess of that provided under our new bank credit facility. We cannot assure you that our new bank credit facility or any other agreements to which we are a party will permit the additional financing or that the additional financing will be available to use or, if available, that the financing would be on terms acceptable to us. The inability to finance an aggressive growth strategy may adversely affect our ability to compete successfully with larger and better-financed broadcasters and may impair the value of our common stock.

Because the radio broadcasting industry is highly competitive, we may lose audience share and advertising revenue.

      Our radio stations face competition from other radio stations in each market for audience share and advertising revenue. Our advertising revenue is affected primarily by our stations’ audience share in the demographic groups targeted by our advertisers. 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 advertising revenue. Other radio companies which are larger and have more resources may also enter markets in which we operate. Although we believe our stations are well positioned to compete, we cannot assure you that our stations will maintain or increase their current ratings or advertising revenue. We also compete with other media such as television, newspapers, direct mail and outdoor advertising for advertising revenue. A decrease in audience share or advertising revenue could result in decreased cash flow, which could impair our ability to, among other things, service potential future debt obligations, and which could adversely affect the value of our common stock.

      The radio broadcasting industry is also facing competition from new media technologies that are being developed such as the following:

•  audio programming by cable television systems, direct broadcasting satellite systems and other digital audio broadcasting formats;

•  satellite-delivered digital audio radio service, which could result in the introduction of several new satellite radio services with sound quality equivalent to that of compact discs; and

•  in-band-on-channel digital radio, which could provide digital radio services in the same frequency range currently occupied by traditional FM and AM radio services.

We cannot predict either the extent to which this competition will materialize or, if it materializes, the extent of its effect on our business.

A downturn in any of our markets could adversely affect our revenue and cash flow.

      Our stations are located in a limited number of markets. Upon completion of our pending transactions, we will have stations in a total of 11 markets. A significant decline in net broadcasting revenue from our stations in any one of these markets, and particularly in El Paso, Utica-Rome and Flint, our largest markets, could have a material adverse effect on our operations and financial condition.

12

Antitrust laws and other regulatory considerations could prevent or delay our strategy to expand our business and increase revenue.

      The completion of future transactions we may consider will likely be subject to the notification filing requirements, applicable waiting periods and possible review by the United States Department of Justice or the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. All of our pending and future radio station acquisitions and dispositions will be subject to the license transfer approval process of the Federal Communications Commission. Review by the Department of Justice or the FTC may cause delays in completing transactions and, in some cases, result in attempts by these agencies to prevent completion of transactions, negotiate modifications to the proposed terms or require us to dispose of one or more of our existing radio stations or one or more of the stations we are seeking to buy. Review by the FCC, particularly review of concentration of market revenue share, may also cause delays in completing transactions. Any delay, prohibition or modification could adversely affect the terms of a proposed transaction or could require us to abandon an otherwise attractive opportunity.

      For a discussion of the Department of Justice review of our June 1998 acquisition in Redding, California, see the heading “Legal Proceedings” in the “Business” section of this prospectus. For a discussion of the delay we are experiencing in connection with the pending sale of our Flagstaff, Arizona stations because of the FCC’s license transfer approval process, see the “Pending Transactions” section of this prospectus.

The loss of key personnel could disrupt the management of our business.

      Our business depends upon the continued efforts, abilities and expertise of Terry S. Jacobs, William L. Stakelin and our other executive officers and key employees. We believe that the unique combination of skills and experience possessed by these individuals would be difficult to replace and that, in particular, the loss of Mr. Jacobs or Mr. Stakelin would have a material adverse effect on us. These adverse effects could include the impairment of our ability to execute our acquisition and operating strategies and a decline in our standing in the radio broadcast industry. We do not presently have “key man” insurance on the life of Mr. Jacobs or Mr. Stakelin and we cannot assure you that insurance on their lives would be available at affordable rates if at all.

Restrictions and limitations imposed under the new bank credit facility could adversely affect our ability to operate our business and the value of our common stock.

      We expect that our new bank credit facility will restrict, among other things, our ability to:

•  incur additional indebtedness;

•  pay dividends or make certain other restricted payments;

•  enter into certain transactions with affiliates;

•  merge or consolidate with any other person; or

•  sell, assign, transfer, lease, convey, or otherwise dispose of all or substantially all of our assets.

      In addition, we expect that the new bank credit facility will restrict our ability to incur liens or to sell certain assets and require us to maintain specified financial ratios and satisfy certain financial condition tests. Our ability to meet those financial ratios and financial condition tests could be affected by events beyond our control, and we cannot be sure that we would be able to meet those tests. A breach of any of these restrictions could result in a default under the new bank credit facility. If an event of default occurs, then our new credit facility lenders could declare all amounts outstanding, including accrued interest, immediately due and payable. If we could not repay those amounts, our lenders could proceed against the collateral pledged to them to secure that indebtedness. If our new credit facility indebtedness were accelerated, our assets may not be sufficient to repay in full such indebtedness and our other indebtedness. Our ability to comply with the restrictions and covenants imposed by the terms of our indebtedness will depend upon our future performance and various other factors, such as legislative, business and regulatory factors, certain of which are beyond our

13

control. If we fail to comply with these restrictions and covenants, the holders of our indebtedness under the new bank credit facility could declare all amounts owed to them immediately due and payable.

The Year 2000 problem could significantly disrupt our operations, causing a decline in cash flow and revenue and other difficulties.

      We rely on information technology systems to operate our radio stations, including accounting and financial reporting systems and local and wide area networking infrastructure. We also rely on several non-information technology systems, including advertising spot scheduling and billing systems and digital audio systems providing automated broadcasting. Although we believe that our critical systems are substantially Year 2000 ready, we cannot assure you that this will be the case. If we experience significant problems as a result of the Year 2000 problem, our operations, revenue, cash flow and other important aspects of our business and financial well-being may be adversely affected.

      We believe that our greatest potential Year 2000 risk is that third parties with whom we deal will fail to be Year 2000 ready. For example, our operations and revenue may be adversely affected if our programming suppliers or key advertisers experience significant disruptions in their businesses because of the Year 2000 problem. Our broadcast operations are dependent on power supplied by local utilities. If a local utility were not Year 2000 ready, we could experience a loss of power at our stations served by that utility. In such a case, we would not be able to continue broadcasting from the affected stations and would lose all advertising revenue for the period of interruption.

      We have certain anti-takeover provisions that could prevent an acquisition of our company at a premium price.

      Some of the provisions of our charter and bylaws could discourage, delay or prevent an acquisition of our company at a premium price even if our stockholders believe the change in control would be in our and their best interests. These provisions:

•  permit the Board of Directors to increase its own size and fill the resulting vacancies;

•  permit the Board of Directors, without stockholder approval, to issue preferred stock with such dividend, liquidation, conversion, voting and other rights as the Board may determine; and

•  limit the persons who may call special meetings of stockholders.

      In addition, Section 203 of the Delaware General Corporation Law also imposes restrictions on mergers and other business combinations between us and any holder of 15.0% or more of our common stock. See the “Description of Capital Stock” section of this prospectus under the heading “Certain Anti-Takeover Effects.”

     Risks Related to This Offering

      Because stockholders holding almost one-half of our voting power will be voting together under an existing stockholders’ agreement for at least seven of our nine directors, it is unlikely that purchasers in this offering will be able to affect the continued control of our existing Board of Directors.

      Our Board of Directors has nine members. A stockholders’ agreement entered into in June 1998 among us and 19 of our stockholders, as amended, provides that all parties to that agreement will vote all of their shares for the election to the Board of Directors of a specific group of seven individuals determined by particular stockholders who are parties to the agreement. Upon the completion of this offering, these stockholders will hold 49.6% of our outstanding voting power. This stockholders’ agreement will make it more difficult for the purchasers in this offering to elect a member to our Board of Directors and more likely that our existing Board will remain in place. This stockholders’ agreement also could delay or prevent a change of control of Regent, even when a change of control might be in the best interests of other stockholders.

14

      Upon completion of the offering, certain existing stockholders and their affiliates will beneficially own a substantial amount of our common stock and could significantly affect matters requiring a stockholder vote.

      Immediately following the completion of this offering, the 19 stockholders who are parties to the stockholders’ agreement will together beneficially own 49.6% of our common stock, or 46.5% if the underwriters exercise their over-allotment option in full. This concentration of ownership will mean that these stockholders will have the ability to significantly affect matters that require a stockholder vote.

Shares are restricted from immediate resale but may be resold into the market in the near future. This could cause the market price of our common stock to drop significantly.

      As restrictions on resale end, the market price of our common stock could drop significantly if the holders of the restricted shares sell them or if the market perceives they may sell them. After this offering, we will have outstanding 29,740,851 shares of common stock, or 31,743,351 shares if the underwriters exercise their over-allotment option in full. Of these shares, the 13,350,000 shares sold in this offering, or 15,352,500 shares if the underwriters exercise their over-allotment option in full, plus 1,066,871 shares of common stock issued on conversion of shares of our convertible preferred stock, may be immediately resold in the public market. Of the remaining 15,323,980 of our total outstanding shares, 15,223,980 shares will become available for resale in the public market as shown in the chart below.

		Date of availability for resale
Number of shares		into the public market
	10,078,820	180 days after the date of this prospectus due to a lock-up agreement these stockholders have with Prudential Securities; however, Prudential Securities can waive this restriction at any time and without notice.
	5,326,069	Between 181 and 365 days after the date of this prospectus due to the requirements of federal securities laws.

      The 100,000 shares to be issued in connection with the Utica-Rome and Watertown acquisition will be available for resale into the public market one year after the completion of the transaction, which is anticipated to take place in the first quarter of 2000.

      As of December 15, 1999, 990,000 shares of our common stock were subject to immediately exercisable warrants and 1,840,498 shares were subject to outstanding employee stock options, of which 635,828 shares were subject to vested options. An additional 370,834 shares of common stock were reserved for issuance under our Management Stock Option Plan.

You will incur immediate and substantial dilution.

      If you purchase our shares in this offering, you will experience immediate and substantial dilution of $6.73 per share, assuming an initial public offering price of $7.50 per share, in net tangible book value of your shares as a result of this offering. You will experience further dilution to the extent we issue additional shares of our stock in the future, including shares issuable on exercise of outstanding options and warrants.

Our common stock has never been publicly traded and a market may not develop or be liquid, or if one develops, our stock price may fluctuate.

      Prior to this offering, there has not been a public market for our common stock. We have applied to include the common stock for quotation on the Nasdaq National Market. After this offering, an active trading market might not develop or, if developed, continue. The public offering price will be determined by negotiations between us and the representatives of the underwriters. You may not be able to resell your shares at or above the initial public offering price. If an active trading market does develop following completion of

15

this offering, the market price of our common stock will be subject to fluctuations in response to various factors and events, including:

•  variations in our operating results;

•  regulatory and technological developments;

•  announcements of business developments by us or our competitors;

•  our ability or failure to implement our growth strategy;

•  analysts’ reports or projections;

•  changes in key personnel;

•  changes in market value of radio broadcasting companies;

•  stock market price and volume fluctuations generally; and

•  sales of our common stock by us or our stockholders.

Fluctuations in the market price of our common stock may, in turn, adversely affect our ability to complete targeted acquisitions, to access capital and financing and to attract and retain qualified personnel.

FORWARD-LOOKING STATEMENTS

      This prospectus includes forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions about us, including, among other things:

•  general economic and business conditions, both nationally and in our markets;

•  our expectations and estimates concerning future financial performance, financing plans and the impact of competition;

•  anticipated trends in the radio business;

•  existing and future regulations affecting the radio business;

•  our acquisition opportunities; and

•  other risk factors set forth in the “Risk Factors” section of this prospectus.

      In addition, in this prospectus, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions, as they relate to us, our business or our management, are intended to identify forward-looking statements.

      We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

16

USE OF PROCEEDS

      The net proceeds to us from this offering are estimated to be approximately $91.5 million, or $105.5 million if the underwriters exercise their over-allotment option in full, assuming a public offering price of $7.50 per share, after deducting underwriting discounts and commissions and estimated offering expenses. We intend to use the net proceeds, together with the other funds and equity securities listed below, for the following purposes. The following table assumes that this offering is completed on January 26, 2000.

				Amount
				(In thousands)
Sources:
	Net proceeds from this offering			$	91,500
	Proceeds drawn under new bank credit facility				13,921
	Net proceeds from sale of Series K convertible preferred stock				19,100
	Equity portion of purchase price for pending acquisition				750
	Net proceeds from sale of stations in Kingman, Arizona and Lake Tahoe,
		California			6,395
			Total	$	131,666
Uses:
	Total cost of pending acquisitions			$	69,650
	Pay off existing bank credit facility and new bank credit facility fees				48,935
	Payment of accumulated, unpaid dividends accrued through January 26, 2000 on all series of our convertible preferred stock (excluding Series B) upon conversion to common stock				7,228
	Redemption of our outstanding Series B convertible preferred stock and payment of accumulated, unpaid dividends on the shares redeemed				5,853
			Total	$	131,666

      We have entered into asset purchase agreements to acquire: (a) five FM and four AM radio stations in the Utica-Rome, New York and Watertown, New York markets for a purchase price of $44.0 million in cash and 100,000 shares of our convertible preferred or common stock; and (b) two FM and one AM radio stations in the El Paso, Texas market for a purchase price of $23.5 million in cash. We have an agreement in principle to acquire one FM station in the Chico, California market for a purchase price of $1.4 million in cash. We have an agreement to sell our two FM and one AM radio stations in Flagstaff, Arizona for $2.4 million, which is not included as a source of funds in the table above.

      Borrowings under our existing bank credit facility mature on March 31, 2005, subject to certain conditions, and bore interest at an effective blended rate of 9.06% per annum on September 30, 1999. Approximately $14.8 million of such borrowings were incurred in 1999 in connection with our acquisitions of stations in St. Cloud, Minnesota and Erie, Pennsylvania.

      We may need to change the use of proceeds set forth above in the event that any of our pending acquisitions does not close. The completion of each of these pending acquisitions is subject to conditions, including those more specifically discussed in the “Pending Transactions” section of this prospectus. If any of our pending acquisitions does not close, we will likely use the excess proceeds from this offering to fund future acquisitions or for working capital and general corporate purposes. Pending use of the net proceeds as set forth above, we intend to invest the net proceeds in short-term, investment grade, interest-bearing securities or securities issued by or constituting guaranteed obligations of the U.S. government.

17

DIVIDEND POLICY

      We have never declared or paid any cash dividends on our common stock. We currently intend to retain earnings to finance the growth and development of our business and do not anticipate declaring or paying cash dividends on our common stock in the foreseeable future. Our Board of Directors has discretion to declare future dividends after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and other factors our Board of Directors deems relevant. The terms of the various documents that will govern our indebtedness will impose significant restrictions on the payment of dividends.

MARKET INFORMATION

      Prior to this offering, our Series C convertible preferred stock, which is presently convertible into our common stock on a one-for-one basis, was quoted through the National Quotation Bureau “pink sheet” service and the OTC Bulletin Board under the symbol “RGCIP.OB” and traded in small amounts on a limited and sporadic basis. Effective upon consummation of this offering, the shares of our Series C convertible preferred stock will be converted into an equal number of shares of our common stock. During the period from the closing of the Faircom merger through November 15, 1999, the closing sales price of our Series C convertible preferred stock ranged between $3.88 and $8.75 per share, except that the closing sales price ranged between $9.00 and $9.25 per share on four days during the summer of 1998. From November 16 through December 27, 1999, the closing sales price of the Series C convertible preferred stock ranged from $9.38 to $12.88 per share. We believe that the prior sales prices and quotations for the Series C convertible preferred stock do not provide a meaningful indication of the value of our common stock. The initial public offering price for our common stock will be determined through negotiations between us and representatives of the underwriters and may not be indicative of the market price of our common stock after this offering.

DILUTION

      Purchasers of our common stock offered by this prospectus will suffer an immediate and substantial dilution in net tangible book value per share. Dilution is the amount by which the initial public offering price paid by the purchasers of the shares of common stock in this offering will exceed the net tangible book value per share of common stock after the offering. The net tangible book value per share of common stock is determined by subtracting total liabilities from the total book value of the tangible assets and dividing the difference by the number of shares of common stock deemed to be outstanding on the date the book value is determined. As of September 30, 1999, we had a pro forma negative tangible book value of $68.7 million or $4.21 per share after giving effect to the pro forma transactions described in the “Unaudited Pro Forma Financial Statements” section of this prospectus, excluding this offering. Assuming the sale of 13,350,000 shares at an initial public offering price of $7.50 per share, after deducting underwriting discounts and commissions and estimated offering expenses, our pro forma tangible book value as of September 30, 1999 would have been $22.8 million or $0.77 per share. This represents an immediate and substantial increase in pro forma net tangible book value to existing stockholders of $4.98 per share and an immediate and substantial dilution to new investors of $6.73 per share. The following table illustrates this per share dilution:

						Per
						Share
Assumed initial public offering price						$	7.50
		Pro forma net negative tangible book value before this offering	$	(4.21	)
		Increase in net tangible book value attributable to this offering		4.98
	Pro forma net tangible book value after this offering						0.77
	Dilution to new investors					$	6.73

      As of December 15, 1999, there were outstanding warrants and options for the purchase of 2,830,498 shares of our preferred stock, convertible on a one-for-one basis into our common stock, or our common stock with a weighted average exercise price of $4.84 per share, of which options and warrants for 1,625,828 shares are currently exercisable. An additional 370,834 shares are reserved for issuance under our management stock option plan. To the extent these warrants and options are exercised, you may suffer further dilution.

18

CAPITALIZATION

      The following table sets forth our capitalization as of September 30, 1999 on:

•  an historical basis; and

•  a pro forma basis, giving effect to this offering and the other transactions described in the “Unaudited Pro Forma Financial Statements” section of this prospectus.

      You should read this table in conjunction with our consolidated financial statements and related notes, the information included in the “Unaudited Pro Forma Financial Statements” section and other information included elsewhere in this prospectus.

				September 30, 1999
							Pro forma
				Actual			as adjusted
				(Unaudited)			(Unaudited)
				(In thousands)
Cash and cash equivalents				$	2,125		$	—
Current portion of long-term debt				$	18,889		$	—
Long-term debt, excluding current portion				$	28,046		$	5,878
Other long-term liabilities					2,989			379
Redeemable preferred stock, 9,674,864 outstanding and no shares outstanding on a pro forma basis					52,086			—
Stockholders’ equity (deficit):
	Preferred stock, 3,776,282 outstanding and no shares outstanding on a pro forma basis				3,371			—
	Common stock par value $.01 per share, 240,000 shares outstanding and 29,686,600 shares outstanding on a pro forma basis				2			297
	Additional paid-in capital				890			159,131
	Retained deficit(1)				(19,803	)		(21,403	)
		Total stockholders’ equity (deficit)			(15,540	)		138,025
			Total capitalization	$	67,581		$	144,282

(1)  The increase in the retained deficit reflects the write-off of $1.6 million in deferred financing costs related to the termination of our existing bank credit facility. This write-off will be accounted for as an extraordinary item during the first quarter of 2000.

19

PENDING TRANSACTIONS

      We have several transactions currently pending which, if completed, will result in the purchase by us of eight FM and five AM radio stations and the sale by us of two FM and one AM radio stations. The parties intend to complete the pending acquisitions and disposition in each case after the order from the FCC approving the transfer becomes a final order. Until the order becomes final, third parties may file a request for reconsideration or judicial review or the FCC may reconsider the initial grant on its own motion. Such action could expose us to a modification or set aside of the initial approval. There can be no assurance that a modification or set aside will not occur. See the discussion in the “Federal Regulation of Radio Broadcasting” section of this prospectus.

Pending Acquisitions

      The table below sets forth information regarding each of the pending acquisitions.

		No. of
Seller	Market	Stations		Call Letters		Purchase Price
						(in millions)
Forever of NY, Inc. and	Utica-Rome, NY		5		WODZ(FM)	$	44.8
related entities					WLZW(FM)
					WFRG(FM)
					WIBX(AM)
					WRUN(AM)
	Watertown, NY		4		WCIZ(FM)
					WFRY(FM)
					WTNY(AM)
					WUZZ(AM)
New Wave Broadcasting, L.P.	El Paso, TX		3		KLAQ(FM)		23.5
					KSII(FM)
					KROD(AM)
KZAP, Inc.	Chico, CA		1		KZAP(FM)		1.4

      Utica - Rome and Watertown Acquisition. On July 29, 1999, we entered into an asset purchase agreement with Forever of NY, Inc. and related entities to acquire substantially all of the assets of Forever’s five FM and four AM radio stations serving the Utica-Rome and Watertown, New York markets for an aggregate purchase price consisting of $44.0 million in cash and 100,000 shares of our convertible preferred stock at a stated value of $7.50 per share. In the event that we have required conversion of all shares of our convertible preferred stock in connection with this offering, these shares would be issued as common stock. We have delivered an irrevocable letter of credit in favor of the sellers in the amount of $2.2 million to secure our obligations under the asset purchase agreement.

      El Paso Acquisition. On September 13, 1999, we entered into an asset purchase agreement with New Wave Broadcasting, L.P. to acquire substantially all of the assets of two FM and one AM radio stations in El Paso, Texas for an aggregate purchase price of $23.5 million in cash. We have delivered an irrevocable letter of credit in favor of the seller in the amount of $1.5 million to secure our obligations under the asset purchase agreement.

      Chico Acquisition. On November 8, 1999, we signed a letter of intent to purchase all of the outstanding capital stock of KZAP, Inc., owner of radio station KZAP(FM) located in Chico, California for a purchase price of $1.4 million. The purchase price for the stock will be payable, in whole or in part, at the option of the seller, in cash or in shares of our common stock at a stated value of $6.00 per share.

20

Pending Disposition

      On March 30, 1999, we entered into an asset purchase agreement with The Guyann Corporation, under which Guyann has agreed to acquire from us substantially all of the assets of radio stations KZGL(FM), KVNA(FM) and KVNA(AM) serving the Flagstaff, Arizona area for an aggregate purchase price of approximately $2.4 million in cash. Guyann deposited $100,000 cash into escrow to secure its obligations under the asset purchase agreement.

      Closing of the sale of our Flagstaff stations is subject to conditions including (1) the receipt of FCC consent to the assignment of the station licenses to Guyann, and (2) the receipt of consents to the assignment to Guyann of certain contracts relating to the stations. The parties filed an application seeking FCC approval on March 22, 1999. In May 1999, an owner of competing stations in the Flagstaff market filed an objection to the application asserting that the proposed transfer to Guyann, which owns or operates other stations in the Flagstaff market, raises material issues of fact as to whether the transaction is anticompetitive. Action on the FCC application has been delayed by the filing of this objection and the FCC’s analysis of ownership concentration in Flagstaff. For a discussion of the effects that this may have on the closing of the transaction, see the “Business” section of this prospectus under the heading “Legal Matters.” We do not own any other radio stations serving the Flagstaff market.

21

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

      The following unaudited pro forma condensed consolidated financial statements reflect our results of operations for the year ended December 31, 1998 and the nine months ended September 30, 1999 and our balance sheet as of September 30, 1999, after giving effect to the transactions described below. The unaudited pro forma statements of operations give effect to the following transactions as if they had occurred on January 1, 1998, and the unaudited pro forma balance sheet as of September 30, 1999 gives effect to the following transactions as if they had occurred as of that date. The unaudited pro forma financial statements give effect to:

•  all radio station acquisitions that we have completed since January 1, 1998, except for the acquisitions of radio stations WSWR(FM) in Shelby, Ohio, KIXA(FM) in Lucerne Valley, California, and KOSS (FM) in Lancaster, California, the combined effect of which we consider to be immaterial;

•  the pending acquisitions of five radio stations in Utica-Rome, New York, four radio stations in Watertown, New York and three radio stations in El Paso, Texas; the pending acquisition of KZAP(FM) in Chico, California is immaterial and therefore not included in the pro forma financial statements;

•  all radio station dispositions that we have completed since January 1, 1998 and all pending dispositions;

•  the payment of accumulated, unpaid dividends on all series of preferred stock through September 30, 1999;

•  the private placement of our Series K convertible preferred stock;

•  the redemption of our Series B convertible preferred stock and the conversion of our other series of convertible preferred stock into common stock;

•  the repayment of all borrowings under the existing bank credit facility;

•  the amounts drawn under the new bank credit facility; and

•  this offering of our common stock and use of the estimated net proceeds.

      The unaudited pro forma financial statements are based on our historical consolidated financial statements and the historical financial statements of those entities acquired or to be acquired in our consummated and pending acquisitions. They reflect the use of the purchase method of accounting for all acquisitions but do not reflect any estimated cost savings that we believe will be realized. The final allocation of the relative purchase prices of the stations acquired or to be acquired will not be determined until after consummation of the transactions when it can be based on complete evaluations of the assets acquired and liabilities assumed. Accordingly, the information presented may differ from the final purchase price allocations; however, in our opinion, the final purchase price allocation will not differ significantly from the information presented. In our opinion, all adjustments have been made that are necessary to present fairly the pro forma data.

      The unaudited pro forma financial statements are presented for illustrative purposes only and are not indicative of the operating results or financial position that would have occurred if the transactions described above had been completed on the dates indicated, nor is it indicative of future operating results or financial position if the transactions described above are completed. We cannot predict whether the completion of the pending acquisitions or the pending disposition will conform to the assumptions used in the preparation of the unaudited pro forma financial statements.

      You should read the unaudited pro forma financial statements presented below together with our consolidated financial statements and notes thereto, as well as those of the entities acquired or to be acquired, and the information contained in the “Pending Transactions,” “Use of Proceeds” and “Management’s Discussion and Analysis” sections included elsewhere in this prospectus.

22

REGENT COMMUNICATIONS, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 1998

					Historical			Historical			Adjustments			As Adjusted
					1998			1999			for			for
		Historical			Completed			Completed			Completed			Completed
		Regent			Transactions(1)			Transactions(2)			Transactions			Transactions
		(In thousands, except per share amounts)
Net broadcast revenues		$	14,771		$	5,969		$	5,722					$	26,462
Station operating expenses			11,051			5,256			3,106						19,413
Depreciation and amortization			2,281			668			1,121		$	(327	)(5)		3,743
Corporate general and administrative expenses			1,872			689			1,441			—			4,002
	Operating income (loss)		(433	)		(644	)		54			327			(696	)
Interest expense			(2,883	)		(750	)		(757	)		(380	)(6)		(4,770	)
Other income, net			26			11			16			—			53
	Income (loss) from continuing operations, before income taxes		(3,290	)		(1,383	)		(687	)		(53	)		(5,413	)
Income tax expense(7)			—			—			—			—			—
	Income (loss) from continuing operations		(3,290	)		(1,383	)		(687	)		(53	)		(5,413	)
Preferred stock dividends and accretion			(6,953	)		—			—			(6,361	)(8)		(13,314	)
	Income (loss) from continuing operations attributable to common stockholders	$	(10,243	)	$	(1,383	)	$	(687	)	$	(6,414	)	$	(18,727	)
Basic and diluted loss per common share		$	(42.67	)
Weighted average common shares used in basic and diluted computations			240

[Additional columns below]

[Continued from above table, first column(s) repeated]

		Adjustments
		for			Historical			Adjustments
		Financing			Pending			for Pending			Pro Forma
		Transactions(3)			Transactions(4)			Transactions			As Adjusted
		(In thousands, except per share amounts)
Net broadcast revenues					$	9,799					$	36,261
Station operating expenses						4,189						23,602
Depreciation and amortization						1,396		$	1,314	(5)		6,453
Corporate general and administrative expenses						1,801						5,803
	Operating income (loss)					2,413			(1,314	)		403
Interest expense		$	6,321	(3)		(1,951	)		—			(400	)
Other income, net			—			15			—			68
	Income (loss) from continuing operations, before income taxes		6,321			477			(1,314	)		71
Income tax expense(7)			—			—			—			—
	Income (loss) from continuing operations		6,321			477			(1,314	)		71
Preferred stock dividends and accretion			13,314	(9)		—			—			—
	Income (loss) from continuing operations attributable to common stockholders	$	19,635		$	477		$	(1,314	)	$	71
Basic and diluted loss per common share											$	—
Weighted average common shares used in basic and diluted computations												29,687	(10)

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations.

23

REGENT COMMUNICATIONS, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Nine Months Ended September 30, 1999

											Pro Forma
					Historical			Adjustments			As Adjusted
					1999			for			for
		Historical			Completed			Completed			Completed
		Regent			Transactions(2)			Transactions			Transactions
		(In thousands, except per share amounts)
Net broadcast revenues		$	17,465		$	2,794					$	20,259
Station operating expenses			13,066			1,452						14,518
Depreciation and amortization			2,838			681		$	(104	)(5)		3,415
Corporate general and administrative expenses			1,699			593			—			2,292
	Operating income (loss)		(138	)		68			104			34
Interest expense			(2,430	)		(419	)		(490	)(6)		(3,339	)
Other income, net			87			13			—			100
	Income (loss) from continuing operations, before income taxes		(2,481	)		(338	)		(386	)		(3,205	)
Income tax expense(7)			—			—			—			—
	Income (loss) from continuing operations		(2,481	)		(338	)		(386	)		(3,205	)
	Preferred stock dividends and accretion		(3,977	)		—			(371	)(8)		(4,348	)
	Income (loss) from continuing operations attributable to common stockholders	$	(6,458	)	$	(338	)	$	(757	)	$	(7,553	)
Basic and diluted income (loss) per common share		$	(26.91	)
Weighted average common shares used in basic and diluted computations			240

[Additional columns below]

[Continued from above table, first column(s) repeated]

		Adjustments
		for			Historical			Adjustments
		Financing			Pending			for Pending			Pro Forma
		Transactions(3)			Transactions(4)			Transactions			As Adjusted
		(In thousands, except per share amounts)
Net broadcast revenues					$	7,666					$	27,925
Station operating expenses						2,757						17,275
Depreciation and amortization						900		$	1,002	(5)		5,317
Corporate general and administrative expenses						1,416			—			3,708
	Operating income (loss)					2,593			(1,002	)		1,625
Interest expense		$	4,285	(3)		(1,248	)					(302	)
Other income, net			—			(9	)		—			91
	Income (loss) from continuing operations, before income taxes		4,285			1,336			(1,002	)		1,414
Income tax expense(7)			—			—			—			—
	Income (loss) from continuing operations		4,285			1,336			(1,002	)		1,414
	Preferred stock dividends and accretion		4,348	(9)		—			—			—
	Income (loss) from continuing operations attributable to common stockholders	$	8,633		$	1,336		$	(1,002	)	$	1,414
Basic and diluted income (loss) per common share											$	0.05
Weighted average common shares used in basic and diluted computations												29,687	(10)

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations.

24

REGENT COMMUNICATIONS, INC.

Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations

 (1)  Adjusts for historical revenues and expenses of our radio stations owned and operated prior to our reverse merger with Faircom on June 15, 1998, as well as historical revenues and expenses of stations acquired by us in 1998 up through the date the acquisitions were consummated. The adjustment reflects our acquisitions of:

•  all of the outstanding capital stock of The Park Lane Group and its 16 radio stations in California and Arizona;

•  one radio station KZXY(FM) in Apple Valley, California;

•  two radio stations in Bullhead City, Arizona from Continental Radio Broadcasting LLC; and

•  all of the outstanding capital stock of Alta California Broadcasting, Inc. and its four radio stations in California.

The following table summarizes the historical revenues and expenses of the stations acquired by us during 1998 from January 1, 1998 through the date they were acquired:

Historical 1998 Completed Transactions

																Total
																Historical
								Continental			Alta			Radio		1998
								Radio			California			Station		Completed
		Regent			Park Lane			Broadcasting			Broadcasting			KZXY (FM)		Transactions
		(In thousands)
Net broadcast revenues		$	5,194		$	260		$	445		$	13		$	57	$	5,969
Station operating expenses			5,031			—			185			35			5		5,256
Depreciation and amortization			6			499			93			57			13		668
Corporate general and administrative expenses			455			93			141			—			—		689
	Operating income (loss)		(298	)		(332	)		26			(79	)		39		(644	)
Interest expense			(510	)		(148	)		(82	)		(10	)		—		(750	)
Other income (expense), net			7			19			(13	)		(2	)		—		11
	Income (loss) from continuing operations before income taxes		(801	)		(461	)		(69	)		(91	)		39		(1,383	)
Income tax expense			—			—			—			—			—		—
	Income (loss) from continuing operations attributable to common stockholders	$	(801	)	$	(461	)	$	(69	)	$	(91	)	$	39	$	(1,383	)

 (2)  Adjusts for historical revenues and expenses for the year ended December 31, 1998 of stations acquired or disposed by us in 1999. The adjustment reflects our acquisitions of three radio stations in the St. Cloud, Minnesota market and three radio stations in the Erie, Pennsylvania market and our dispositions of one radio station in Charleston, South Carolina and one radio station in San Diego, California.

25

The following table summarizes the historical revenues and expenses for the year ended December 31, 1998 of the stations acquired by us in 1999 and eliminates the historical revenues and expenses for the year ended December 31, 1998 of the stations we divested in 1999:

Historical 1999 Completed Transactions

For the Year Ended December 31, 1998

											Historical
											1999
		Historical			Historical			Historical			Completed
		Erie			St. Cloud			Dispositions			Transactions
		(Dollars in thousands)
Net broadcast revenues		$	2,976		$	3,236		$	(490	)	$	5,722
Station operating expenses			1,660			1,951			(505	)		3,106
Depreciation and amortization			918			227			(24	)		1,121
Corporate general and administrative expenses			931			510			—			1,441
	Operating income (loss)		(533	)		548			39			54
Interest expense			(630	)		(127	)		—			(757	)
Other income, net			16			—			—			16
	Income (loss) from continuing operations before income taxes		(1,147	)		421			39			(687	)
Income tax expense			—			—			—			—
	Income (loss) from continuing operations attributable to common stockholders	$	(1,147	)	$	421		$	39		$	(687	)

The following table summarizes the historical revenues and expenses of the stations acquired by us during 1999 for the period from January 1, 1999 through the date they were acquired by us and eliminates the historical revenues and expenses we divested during 1999 for the period from January 1, 1999 through the date we divested the stations:

Historical 1999 Completed Transactions

For the Nine Months Ended September 30, 1999

											Historical
											1999
		Historical			Historical			Historical			Completed
		Erie			St. Cloud			Dispositions			Transactions
		(Dollars in thousands)
Net broadcast revenues		$	2,077		$	1,007		$	(290	)	$	2,794
Station operating expenses			1,081			657			(286	)		1,452
Depreciation and amortization			609			72			—			681
Corporate general and administrative expenses			376			217			—			593
	Operating income (loss)		11			61			(4	)		68
Interest expense			(380	)		(39	)		—			(419	)
Other income, net			13			—			—			13
	Income (loss) from continuing operations before income taxes		(356	)		22			(4	)		(338	)
Income tax expense			—			—			—			—
	Income (loss) from continuing operations attributable to common stockholders	$	(356	)		22			(4	)		(338	)

26

(3)	Adjustments for Financing Transactions reflects decrease in interest expense related to the use of proceeds from the private and public offerings to finance the cash portion of our pending acquisitions, redeem our Series B convertible preferred stock, pay all accumulated, unpaid dividends on all series of preferred stock and repay a portion of our borrowings under an existing bank credit facility, net of additional borrowings of $5,878,000 under the new bank credit facility, using an assumed rate of 6.81%. The variable interest rate used to calculate pro forma interest expense is based on the rate that would have been in effect at September 30, 1999. A 0.125% change in the interest rate on the new bank credit facility would result in a $7,000 and $6,000 change in the pro forma interest expense for the year ended December 30, 1998 and for the nine months ended September 30, 1999, respectively. A non-recurring charge of $1,600,000 to write-off deferred financing costs related to the existing bank credit facility has not been reflected in the accompanying Unaudited Pro Forma Condensed Consolidated Statement of Operations.
(4)	Adjusts for historical revenues and expenses of stations we intend to acquire subsequent to September 30, 1999. The adjustment contemplates our pending acquisitions of five radio stations in Utica-Rome, New York, four radio stations in Watertown, New York and three radio stations in El Paso, Texas. Adjustment also contemplates our dispositions of four radio stations in the Kingman, Arizona market and two radio stations in Lake Tahoe, California, which were consummated subsequent to September 30, 1999 and our pending disposition of three radio stations in Flagstaff, Arizona. See the “Pending Transactions” section of this prospectus.
	The following table summarizes the historical revenues and expenses for the year ended December 31, 1998 of the stations we intend to acquire subsequent to September 30, 1999 and eliminates the historical revenues and expenses for the year ended December 31, 1998 of the stations we intend to divest subsequent to September 30, 1999:

Historical Pending Transactions

For the Year Ended December 31, 1998

											Historical
		Historical			Historical			Historical			Pending
		Forever			El Paso			Dispositions			Transactions
		(In thousands)
Net broadcast revenues		$	7,597		$	5,172		$	(2,970	)	$	9,799
Station operating expenses			3,700			3,347			(2,858	)		4,189
Depreciation and amortization			1,020			620			(244	)		1,396
Corporate general and administrative expenses			1,139			662			—			1,801
	Operating income		1,738			543			132			2,413
Interest expense			(977	)		(974	)		—			(1,951	)
Other income, net			20			—			(5	)		15
	Income (loss) from continuing operations before income taxes		781			(431	)		127			477
Income tax expense			—			—			—			—
	Income (loss) from continuing operations attributable to common stockholders	$	781		$	(431	)	$	127		$	477

27

The following table summarizes the historical revenues and expenses for the nine months ended September 30, 1999 of the stations we intend to acquire subsequent to September 30, 1999 and eliminates the historical revenues and expenses for the nine months ended September 30, 1999 of the stations we intend to divest subsequent to September  30, 1999:

Historical Pending Transactions

For the Nine Months Ended September 30, 1999

											Historical
		Historical			Historical			Historical			Pending
		Forever			El Paso			Dispositions			Transactions
		(In thousands)
Net broadcast revenues		$	6,163		$	4,078		$	(2,575	)	$	7,666
Station operating expenses			2,692			2,431			(2,366	)		2,757
Depreciation and amortization			748			465			(313	)		900
Corporate general and administrative expenses			866			550			—			1,416
	Operating income		1,857			632			104			2,593
Interest expense			(648	)		(601	)		1			(1,248	)
Other expense, net			(9	)		—			—			(9	)
	Income from continuing operations before income taxes		1,200			31			105			1,336
Income tax expense			—			—			—			—
	Income from continuing operations attributable to common stockholders	$	1,200		$	31		$	105		$	1,336

(5)

Adjustment gives effect to the depreciation and amortization of assets acquired in our transactions completed in 1998 and 1999, as well as the assets we intend to acquire subsequent to September 30, 1999. Assigned lives for the acquired assets are as follows: FCC licenses and goodwill, 40 years; buildings, 40 years; broadcasting equipment, 6 to 13 years; furniture and fixtures, 5 years; and other intangibles, 5 to 15 years. Depreciation expense has been calculated on a straight-line basis.

(6)

Adjustment to reflect increased interest expense resulting from:

					Nine Months
		Year ended			Ended
		December 31, 1998			September 30, 1999
		(In thousands)
Interest on the $49,218,000 indebtedness under our existing bank credit facility as if borrowed from January 1, 1998 at 9.06% (variable)		$	4,771		$	3,272
Less: historical interest expense recorded by us and the businesses acquired in connection with our completed transactions			(4,391	)		(2,782	)
	Net adjustment	$	380		$	490

The variable interest rate used to calculate pro forma interest expense on our existing bank credit facility is 9.06%. The rate is based on the rate in effect at September 30, 1999. A 0.125% change in the interest rate on our existing bank credit facility results in a $68,000 and $46,000 change in the pro forma interest expense for the year ended December 31, 1998 and for the nine months ended September 30, 1999, respectively.

(7)  No deferred income tax assets and related tax benefits have been recorded due to the uncertainty of the ultimate realization of future benefits from such assets.

28

 (8)  To reflect additional dividend requirements and accretion related to convertible preferred stock that was issued in conjunction with our transactions completed in 1998 and 1999:

					Nine Months
		Year Ended			Ended
		December 31, 1998			September 30, 1999
		(In thousands)
Dividend and accretion requirements related to our convertible preferred stock (and beneficial conversion feature) as if issued on January 1, 1998		$	13,314		$	4,348
Less: Historical dividends and accretion			(6,953	)		(3,977	)
	Net adjustment	$	6,361		$	371

	The redeemable Series K convertible preferred shares issued on December 14, 1999 are deemed to have an embedded beneficial conversion feature valued in the aggregate at $3,545,000. The beneficial conversion feature value is allocated to additional paid-in capital and reduces the value assigned to the Series K shares. The beneficial conversion feature is recognized immediately as a charge to additional paid-in capital (since there are no retained earnings) resulting in an adjustment to income (loss) from continuing operations attributable to common stockholders, and an increase in the carrying value of the preferred stock.
(9)	Adjustment reflects the elimination of preferred stock dividends and accretion (see Note 3).
(10)	Historical weighted average common shares have been adjusted to reflect the issuance of 13,350,000 common shares in conjunction with this offering and the conversion of 16,096,600 shares of convertible preferred shares. Basic and diluted earnings per share are the same for all periods presented due to the effect of potential common stock being antidilutive on a historical basis and immaterial on a pro forma basis.

29

REGENT COMMUNICATIONS, INC.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

at September 30, 1999

							Adjustments			Adjustments
							for			for			Pro Forma
				Historical			Financing			Pending			As
				Regent			Transactions			Transactions			Adjusted
				(In Thousands)
ASSETS
	Current assets:
		Cash and cash equivalents		$	2,125		$	65,375	(1)	$	(67,500	)(3)	$	—
		Accounts receivable, net			4,657			—			—			4,657
		Other current assets			417			—			—			417
		Assets held for sale			8,713			—			(8,713	)(4)		—
			Total current assets		15,912			65,375			(76,213	)		5,074
	Property and equipment, net				12,182			—			12,475	(3)		24,657
	Intangible assets, net				59,445			—			55,775	(3)		115,220
	Other assets, net				1,604			400	(1)		—			2,004
			Total assets	$	89,143		$	65,775		$	(7,963	)	$	146,955
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
	Current liabilities:
		Current portion of long-term debt		$	18,889		$	(10,176	)(1)	$	(8,713	)(4)	$	—
		Other current liabilities			2,673			—			—			2,673
			Total current liabilities		21,562			(10,176	)		(8,713	)		2,673
	Long-term debt, less current portion				28,046			(22,168	)(1)		—			5,878
	Other long-term liabilities				2,989			(2,610	)(2)		—			379
			Total liabilities		52,597			(34,954	)		(8,713	)		8,930
	Redeemable preferred stock				52,086			(62,415	)(2)		—			—
								10,329	(1)
	Stockholders’ equity (deficit):
	Preferred stock				3,371			(3,371	)(2)		—			—
	Common stock				2			134	(1)		1	(3)		297
								160	(2)		—			—
	Additional paid-in capital				890			89,256	(1)		749	(3)		159,131
								68,236	(2)		—			—
	Deficit				(19,803	)		(1,600	)(1)		—			(21,403	)
			Total stockholders’ equity (deficit)		(15,540	)		152,815			750			138,025
			Total liabilities and stockholders’ equity (deficit)	$	89,143		$	65,775		$	(7,963	)	$	146,955

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet.

30

REGENT COMMUNICATIONS, INC.

Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet

(1)  Records the net proceeds from the private sale of Series K convertible preferred stock (assumed converted to common stock in conjunction with the public offering) of $19,100,000, the assumed net borrowings under the new bank credit facility of $5,878,000, the estimated net proceeds from this offering of our common stock of $91,500,000 and the use of $51,103,000 in estimated net proceeds to:

	(In thousands)
Reduce borrowings on our existing bank credit facility and other	$	40,222
Redeem our Series B convertible preferred stock and pay all accumulated, unpaid dividends on all series of preferred stock		10,881
	$	51,103

This adjustment also includes the deferral in estimated financing costs related to our new bank credit facility, net of the write-off of $1,600,000 in deferred financing costs and reduction to equity related to the termination of our existing bank credit facility.

(2)

Records the reclassification of common stock warrants from other long-term liabilities to stockholders’ equity due to assumed recission of certain put rights in conjunction with the public offering. This adjustment also records the conversion of all outstanding shares of convertible preferred stock to common stock, except the Series B shares which are being redeemed. Immediately prior to their conversion, the redeemable Series C convertible preferred shares will be adjusted to the fair value of the underlying common shares resulting in an adjustment to income (loss) from continuing operations attributable to common stockholders and additional paid-in capital.

(3)

Records the $44,750,000 purchase price for the five radio stations in Utica-Rome, New York and the four radio stations in Watertown, New York and the $23,500,000 purchase price for the three radio stations in El Paso, Texas. This adjustment also includes the issuance of 100,000 shares of common stock in conjunction with the acquisition of the stations in Utica-Rome and Watertown, New York. Our allocation of the combined purchase price of $68,250,000 is as follows:

	Utica-Rome &
	Watertown		El Paso
	Stations		Stations		Total
	(In thousands)
FCC licenses	$	35,700	$	19,925	$	55,625
Property and equipment, net		8,950		3,525		12,475
Other intangibles, net		100		50		150
	$	44,750	$	23,500	$	68,250

The cash portion of the purchase price of $67,500,000 will be funded through the use of borrowings under our new bank credit facility and the issuance of additional equity securities (see Note 1).

(4)  Records the effects of our divestitures of our radio stations in the Kingman, Arizona and Lake Tahoe, California markets consummated in the fourth quarter of 1999 and our pending divestiture of our radio stations in the Flagstaff, Arizona market. The $8,713,000 in estimated net proceeds will be used to reduce outstanding borrowings under our existing bank credit facility.

31

SELECTED HISTORICAL FINANCIAL DATA

      The following sets forth our selected historical financial data as of and for each of the years in the five-year period ended December 31, 1998 and as of September 30, 1999 and for the nine months ended September 30, 1998 and 1999. The selected consolidated historical financial data presented below as of and for the year ended December 31, 1998 are derived from our consolidated financial statements, which have been audited by PricewaterhouseCoopers LLP, independent accountants. The selected consolidated historical data presented below as of and for each of the four years ended December 31, 1997 are derived from our consolidated financial statements, which have been audited by BDO Seidman, LLP, independent accountants.

      On June 15, 1998, we merged with Faircom, Inc. Even though our subsidiary was the surviving entity in the merger, Faircom was deemed to be the “accounting acquirer,” and the historical financial statements of Faircom became our historical financial statements. Accordingly, our results of operations and the other entities that merged with or were acquired by us as part of the transactions completed on June 15, 1998 have been included in our consolidated financial statements only from June 15, 1998.

      Our selected historical financial data presented below as of September 30, 1999 and for the nine months ended September 30, 1998 and 1999 are derived from our unaudited condensed consolidated financial statements. In our opinion, these unaudited condensed consolidated financial statements contain all necessary adjustments of a normal recurring nature to present the financial statements in accordance with generally accepted accounting principles. Our consolidated financial statements as of December 31, 1997 and 1998 and for each of the years in the three-year period ended December 31, 1998 and the independent auditors’ reports on those consolidated financial statements, as well as our unaudited consolidated financial statements as of September 30, 1999 and for the nine months ended September 30, 1998 and 1999, are included elsewhere in this prospectus. Our financial results are not comparable from year to year because of our acquisitions and dispositions of various radio stations.

      You should read the selected historical financial data presented below together with our audited and unaudited consolidated financial statements and notes thereto and the information contained in the “General Information” and “Management’s Discussion and Analysis” sections included elsewhere in this prospectus.

																		Nine Months Ended
																		September 30,
			Year Ended December 31,															(unaudited)
			1994			1995			1996			1997			1998			1998			1999
			(In thousands, except per share amounts)
Statement of Operations Data:
	Net broadcast revenues		$	4,983		$	5,113		$	4,874		$	5,993		$	14,771		$	9,484		$	17,465
	Station operating expenses			2,853			2,946			2,993			3,860			11,051			6,727			13,066
	Depreciation and amortization			389			351			321			727			2,281			1,466			2,838
	Corporate general and administrative expenses			271			305			337			391			1,872			1,360			1,699
		Operating income (loss)		1,470			1,511			1,223			1,015			(433	)		(69	)		(138	)
	Interest expense			(1,172	)		(1,249	)		(913	)		(1,331	)		(2,883	)		(2,029	)		(2,430	)
	Other income, net			981			11			7			25			26			6			87
		Income (loss) from continuing operations before income taxes		1,279			273			317			(291	)		(3,290	)		(2,092	)		(2,481	)
	Income tax expense			(138	)		(28	)		(38	)		(72	)		—			—			—
		Income (loss) from continuing operations	$	1,141		$	245		$	279		$	(363	)	$	(3,290	)	$	(2,092	)	$	(2,481	)
		Income (loss) from continuing operations attributable to common stockholders	$	992		$	245		$	279		$	(363	)	$	(10,243	)	$	(8,040	)	$	(6,458	)
Earnings Per Share Data:
		Basic and diluted income (loss) from continuing operations per common share(1)	$	4.13		$	1.02		$	1.16		$	(1.51	)	$	(42.67	)	$	(33.50	)	$	(26.91	)
		Weighted average common shares used in basic and diluted computations(1)		240			240			240			240			240			240			240

32

																		Nine Months Ended
																		September 30,
			Year Ended December 31,															(unaudited)
			1994			1995			1996			1997			1998			1998			1999
			(In thousands, except per share amounts)
Other Data:(2)
	Broadcast cash flow		$	2,130		$	2,167		$	1,881		$	2,130		$	3,652		$	2,751		$	4,159
	EBITDA(3)			1,859			1,862			1,544			1,742			1,848			1,397			2,700
	After-tax cash flow			566			596			600			364			(1,009	)		(626	)		257
	Net cash provided by (used in):
		Operating activities		621			820			378			418			(385	)		(553	)		(1,383	)
		Investing activities		1,171			(173	)		(63	)		(7,963	)		(32,260	)		(29,857	)		(20,801	)
		Financing activities		(1,751	)		(535	)		(556	)		7,957			32,588			30,268			23,831

																		At
			At December 31,															September
																		30,
			1994			1995			1996			1997			1998			1999
																		(unaudited)
			(In thousands)
Balance Sheet Data:
	Cash and cash equivalents		$	252		$	364		$	123		$	535		$	478		$	2,125
	Working capital (deficiency)			96			275			238			1,060			(1,409	)		(5,650	)
	Intangible assets, net			1,742			1,685			1,628			7,701			45,024			59,445
		Total assets		4,489			4,547			4,326			13,010			67,618			89,143
	Long-term debt, less current portion			8,367			7,829			7,277			21,912			34,617			28,046
	Redeemable preferred stock(4)			—			—			—			—			27,406			52,086
		Total stockholders’ deficit(4)		(6,010	)		(5,765	)		(5,486	)		(10,182	)		(10,076	)		(15,540	)

(1)	As a result of the Faircom merger, Faircom’s historical stockholders’ deficit prior to the merger has been retroactively restated to reflect the number of common shares outstanding subsequent to the merger, with the difference between the par value of Faircom’s and our common stock recorded as an offset to additional paid-in capital. Basic and diluted earnings per share are the same for all periods presented due to the effect of potential common stock being antidilutive.
(2)	Broadcast cash flow, EBITDA and after-tax cash flow should not be considered as an alternative to, or more meaningful than (1) operating income, as determined in accordance with generally accepted accounting principles, as an indicator of operating performance or (2)  cash flows from operating activities, as determined in accordance with generally accepted accounting principles, as a measure of liquidity. Because broadcast cash flow, EBITDA and after-tax cash flow are not calculated identically by all companies, the presentation in this prospectus may not be comparable to similarly titled measures of other companies.
(3)	In 1998, there was a non-recurring stock compensation charge of $530,000. Excluding this charge, EBITDA for the year ended December  31, 1998 and for the nine months ended September 30, 1998 would have been $2,378,000 and $1,927,000, respectively.
(4)	Effective upon completion of this offering, we will redeem all 1,000,000 outstanding shares of our Series B convertible preferred stock and convert all then outstanding shares of our remaining series of convertible preferred stock into an equal number of shares of common stock.

Prior to their conversion, the redeemable Series C convertible preferred stock will be adjusted to the fair value of the underlying common shares resulting in an adjustment to income (loss) applicable to common shares and additional paid-in capital. The redeemable Series C convertible preferred shares have not been adjusted to fair value on a historical basis because the redemption rights are triggered only upon conversion which will occur in conjunction with the initial public offering. This adjustment will have no effect on the pro forma financial information.

The redeemable Series K convertible preferred shares issued on December 14, 1999 are deemed to have an embedded beneficial conversion feature valued in the aggregate at $3,545,000. The beneficial conversion feature value is allocated to additional paid-in capital and reduces the value assigned to the Series K shares. The beneficial conversion feature is recognized immediately as a charge to additional paid-in capital (since there are no retained earnings) resulting in an adjustment in income (loss) from continuing operations attributable to common stockholders, and an increase in the carrying value of the preferred stock.

33

MANAGEMENT’S DISCUSSION AND ANALYSIS

Introduction

      Our company was formed in November 1996 to acquire, own and operate clusters of radio stations in small and mid-sized markets. During 1997, we acquired our first radio station and entered into agreements to acquire 32 additional stations in ten additional markets. Also during 1997, we provided programming and other services to 24 of the radio stations we had agreed to acquire.

      Effective June 15, 1998, we consummated a number of mergers, acquisitions, borrowings and issuances of additional equity. One of these June 15, 1998 transactions was a merger with Faircom Inc. in which Faircom merged into one of our subsidiaries. Even though our subsidiary was the surviving entity in the merger, Faircom was deemed to be the “accounting acquirer,” and the historical financial statements of Faircom became our historical financial statements. Accordingly, our results of operations and those of the other entities that merged with or were acquired by us as part of the transactions completed June 15, 1998 have been included in our consolidated financial statements only from June 15, 1998. This affects the comparability of the different periods.

      The principal source of our revenue is the sale of broadcasting time on our radio stations for advertising. As a result, our revenue is affected primarily by the advertising rates our radio stations charge. Correspondingly, the rates are based upon the station’s ability to attract audiences in the demographic groups targeted by its advertisers, as measured principally by periodic Arbitron Radio Market Reports. The number of advertisements that can be broadcast without jeopardizing listening levels, and the resulting ratings, are limited in part by the format of a particular station. Each of our stations has a general pre-determined level of on-air inventory that it makes available for advertising. Available inventory may vary 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 by changing the available inventory.

      In the broadcasting industry, radio stations often utilize trade, or barter, agreements to exchange advertising time for goods or services, such as other media advertising, travel or lodging, in lieu of cash. In order to preserve most of our on-air inventory for cash advertising, we generally enter into trade agreements only if the goods or services bartered to us will be used in our business. We have minimized our use of trade agreements and have generally sold over 91.0% of our advertising time for cash. In addition, we generally do not preempt advertising spots paid for in cash with advertising spots paid for in trade.

      Historically, our broadcast revenues have varied through the year. As is typical in the radio broadcasting industry, our first calendar quarter will be expected to produce the lowest revenues for the year, and the fourth calendar quarter will be expected to produce the highest revenues for the year. Our operating results in any period may be affected by the incurrence of advertising and promotion expenses that do not necessarily produce commensurate revenues until the impact of the advertising and promotion is realized in future periods.

      The primary operating expenses incurred in the ownership and operation of radio stations include employee salaries and commissions, programming expenses and advertising and promotional expenses. We strive to control these expenses by working closely with local station management. We also incur and will continue to incur significant depreciation and amortization expense as a result of completed and future acquisitions of stations.

      In 1998, our radio stations derived approximately 83.0% of their net broadcast revenues from local and regional advertising in the markets in which they operated, and the remainder resulted principally from the sale of national advertising. Local and regional advertising is sold primarily by each station’s sales staff. To generate national advertising sales, we engage national advertising representative firms. We believe that the volume of national advertising revenue tends to adjust to shifts in a station’s audience share position more rapidly than does the volume of local and regional advertising revenue. Therefore, we focus on sales of local

34

and regional advertising. During the year ended December 31, 1998 and the nine months ended September 30, 1999, no single advertiser accounted for as much as 1.0% of our net broadcasting revenue.

      Our advertising revenue is typically collected within 120 days of the date on which the related advertisement is aired. Most accrued expenses, however, are paid within 45 to 60 days. As a result of this time lag, working capital requirements have increased as we have grown and will likely increase in the future.

      Historically, we have generated net losses primarily as a result of significant charges for depreciation and amortization relating to the acquisition of radio stations and interest charges on outstanding debt. We amortize FCC licenses and goodwill attributable to the acquisition of radio stations over a 40-year period. Based upon the large number of acquisitions we consummated within the last 18 months, we anticipate that depreciation and amortization charges will continue to be significant for several years. To the extent that we complete additional acquisitions, our interest expense and depreciation and amortization charges are likely to increase. If this occurs, we would expect to continue to incur net losses.

      Our financial results are dependent on a number of factors, including the general strength of the local and national economies, population growth, the ability to provide popular programming, local market and regional competition, relative efficiency of radio broadcasting compared to other advertising media, signal strength and government regulation and policies. From time to time the markets in which we operate experience weak economic conditions that may negatively affect our revenue. We believe, however, that this impact is somewhat mitigated by our diverse geographical presence.

      The performance of a radio station group, such as ours, is customarily measured by its ability to generate broadcast cash flow. Although broadcast cash flow is not a measure of performance calculated in accordance with generally accepted accounting principles, we believe that broadcast cash flow is accepted by the broadcasting industry as a generally recognized measure of performance and is used by analysts who report publicly on the performance of broadcasting companies. Nevertheless, this measure should not be considered in isolation or as a substitute for operating income, net income, net cash provided by operating activities or any other measure for determining our operating performance or liquidity that is calculated in accordance with generally accepted accounting principles.

Results of Operations

  Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30, 1998

      As a result of the June 15, 1998 transactions, we expanded from a small broadcaster (represented, from an accounting standpoint, by Faircom’s six stations in two markets) to a group broadcaster operating 33 stations in ten different markets. Because of our June 1998 acquisitions and, to a lesser extent, our acquisitions of stations in St. Cloud, Minnesota and Erie, Pennsylvania in 1999, we experienced substantial increases in net broadcast revenues, station operating expenses, depreciation and amortization, corporate general and administrative expenses, and interest expense in the first nine months of 1999 compared to the comparable 1998 period. Accordingly, the results of our operations in the first nine months of 1999 are not comparable to those of the prior nine-month period, nor are they necessarily indicative of results in the future.

      For the first nine months of 1999 compared to the comparable 1998 period, net broadcast revenues increased 84.2% from $9,484,000 to $17,465,000, station operating expenses increased 94.2% from $6,727,000 to $13,066,000, and depreciation and amortization increased 93.6% from $1,466,000 to $2,838,000. We experienced a 25.0% increase from $1,360,000 to $1,699,000 in corporate general and administrative expenses in the first nine months of 1999 compared to the 1998 period. This increase was comparatively less because these expenses in 1998 included $530,000 in additional compensation expense resulting from our issuance of stock options in the Faircom merger to two officers of Faircom, as provided in the merger agreement. Interest expense increased 19.7% from $2,029,000 to $2,430,000 as a result of increased borrowings used to finance the various acquisitions.

      While acquisitions have affected the comparability of our operating results for the nine-month periods, we believe meaningful quarter-to-quarter comparisons can be made for results of operation for those markets in which we have been operating for the five full quarters since the June 1998 acquisitions, exclusive of any

35

markets held for sale. This group of comparable markets is currently represented by six markets and 23 stations. In these comparable markets, for the three months ended September 30, 1999 as compared to the same period in 1998, our net broadcast revenues, excluding barter revenues, increased 3.8% and broadcast cash flow increased by 2.0%.

      These comparative results were adversely affected by circumstances in our Flint, Michigan market. The competitive environment in Flint changed in late 1997 with the addition of a new commercial FM radio station. The Flint school system previously owned this station and operated it as a non-commercial facility. The school board sold the station at auction to an experienced commercial broadcaster. In 1998, and shortly before we took control of Faircom’s cluster of three stations in the Flint market, the new commercial station changed format and in 18 months became the top station in the marketplace in terms of adult listenership. Its success impacted advertising market rates and the distribution of advertising dollars to stations in the market, adversely affecting our market share of revenues, along with that of other competitors. It is estimated by an industry source that in 1999, its first full year of commercial operation, the new station will capture approximately 17% of the market revenue. In January 1999, we made significant changes in the management structure and personnel at our Flint stations, which had been delayed due to certain contractual arrangements. The acclimation of the new management team and related operational changes have taken most of 1999 to have effect. For these reasons, we do not believe the results of our Flint stations will be comparable until the end of the first quarter of 2000.

      For the 20 stations in our other five comparable markets, net broadcast revenues, excluding barter revenues, increased 8.6% and broadcast cash flow increased 21.3% for the third quarter of 1999 as compared to the same period in 1998.

  Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

      As a result of the significant change in the size of our operations brought about by the acquisitions made by us on June 15, 1998, our net broadcast revenues grew from $5,993,000 to $14,771,000. Our key focus in 1998 was developing the platform from which we could carry out our operating strategies as a much larger radio company. Development of the platform required significant expenditures. We viewed these costs as investment costs that would provide returns to us in future years. Operationally, we replaced general managers in eight of our markets and added or replaced general sales managers in six markets in order to implement aggressive sales programs. We invested significantly in the hiring and training of sales personnel and in increased promotional spending in all markets. Finally, we developed a corporate staff designed to support a much larger operation. In 1997, the Faircom corporate office was a very small operation. While that facility and expense have been maintained, our primary administrative offices are now located in Covington, Kentucky. The cost of additional executive personnel and administrative expense amounted to $940,000 from June 16, 1998 through December 31, 1998 as a result of the Faircom merger. Additionally, the issuance of stock options granted as of June 15, 1998 to two officers of Faircom under the terms of the merger agreement with Faircom resulted in the recognition, as of such date of grant, of approximately $530,000 in additional compensation expense which is included in corporate general and administrative expense for 1998. Consequently, our 1998 operating loss of $433,000 compared unfavorably with operating income of $1,015,000 in 1997.

      Interest expense was $2,883,000 in 1998 as compared with $1,331,000 in 1997 principally due to the debt incurred in connection with the June 15, 1998 transactions and, to a lesser extent, to debt incurred in connection with Faircom’s acquisition of the stations in Mansfield and Shelby, Ohio.

      There were no federal, state or local income taxes in 1998 as a result of a net loss.

      In 1998, net loss declined to $4,460,000 from $4,696,000 in 1997 as a result of the increase in operating losses and the increase in interest expense being offset by lower net extraordinary losses from debt extinguishment.

36

  Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

      The results of Faircom’s operations for the year ended December 31, 1997 compared to the year ended December 31, 1996 are not comparable or necessarily indicative of results in the future due to the significance of acquisitions.

      As of June 30, 1997, Faircom, through a wholly-owned subsidiary, Faircom Mansfield Inc., acquired the assets and operations of two radio stations, WMAN(AM) and WYHT(FM), both located in Mansfield, Ohio for aggregate cash consideration of $7,650,000. The acquisition was accounted for as a purchase, and accordingly, the operating results of the Mansfield stations were included in the Consolidated Statements of operations from the date of acquisition.

      The increase in Faircom’s net broadcast revenues in 1997 as compared with 1996 resulted principally from the ownership and operation of the Mansfield stations during 1997. Net broadcast revenues increased to $5,993,000 from $4,874,000, or 23.0%, in 1997 as compared with 1996.

      Station operating expenses increased in 1997 as compared with 1996, primarily as a result of the acquisition of the Mansfield stations. Such increase was to $3,860,000 from $2,993,000, or 29.0%, in 1997 as compared with 1996.

      Depreciation and amortization and interest expense increased in 1997 as compared with 1996 as a result of the addition of assets and debt incurred in connection with the acquisition of the Mansfield stations.

      Taxes on income for both 1997 and 1996 related principally to state income taxes. There were no current federal income taxes in 1997, as a result of a net loss. Current federal income taxes in 1996 were offset in full by the utilization of net operating loss carryforwards. Faircom has provided valuation allowances equal to its deferred tax assets because of uncertainty as to their future utilization. The deferred tax assets relate principally to net operating loss carryforwards. Although Faircom was marginally profitable in 1994 through 1996, the loss in 1997 along with substantial historical losses caused management to conclude that it was still premature to reduce the valuation allowance.

      As a result principally of an extraordinary loss from debt extinguishment of $4,703,000, offset in part by an extraordinary gain from debt extinguishment of $370,000, net loss was $4,696,000 for 1997 compared to net income of $279,000 in 1996.

Liquidity and Capital Resources

      In the nine months ended September 30, 1999, we used net cash in operating activities of $1,383,000 compared with $553,000 for 1998. In the nine months ended September 30, 1999, proceeds of $22,112,000 from the issuance of convertible preferred stock and $16,500,000 from long-term borrowings, together with $7,600,000 of proceeds from the sale of radio stations, provided substantially all of the funds used in operating activities, and for acquisitions, capital expenditures, principal payments on long-term debt, payment of professional fees (which were mostly incurred in connection with the June 15, 1998 transactions), and other investing and financing activity cash requirements. We experienced a net increase in cash of $1,647,000 in the nine months ended September 30, 1999 compared with a net decrease of $142,000 in the same period in 1998.

      Our borrowings are made under our existing bank credit facility with a group of lenders, which provides for a senior reducing revolving credit facility with an original commitment of up to $55,000,000 expiring March 31, 2005 (the commitment was $52,937,500 at September 30, 1999). This facility permits the borrowing of available credit for working capital and acquisitions, including related acquisition expenses. In addition, subject to available credit, we may request from time to time that our lenders issue letters of credit on the same terms as the credit facility. At September 30, 1999, we had borrowed $46,935,000 under this facility. The remaining unused portion of this facility of $6,002,500 was available to finance other acquisitions, subject to restrictions contained in the facility. Due to the intended retirement of debt under our existing bank credit facility in the first fiscal quarter of 2000, we anticipate taking a one-time charge of $1.6 million to reflect the write-off of deferred financing fees.

37

      Under our existing bank credit facility, we are required to maintain an interest rate coverage ratio (EBITDA to annual interest expense), a fixed charge coverage ratio (EBITDA to annual fixed charges), and a financial leverage ratio (total debt to Adjusted EBITDA, as defined in the facility). To maintain compliance with these covenants, we reduced our outstanding borrowings during the fourth quarter of 1999.

      Interest under our existing bank credit facility is payable, at our option, at alternative rates equal to the LIBOR rate plus 1.50% to 3.50%, or the base rate announced by the Bank of Montreal plus 0.25% to 2.25%. As of September 30, 1999, borrowings under the existing bank credit facility bore interest at a blended rate of 9.06% per annum.

      In November 1999, we amended our existing bank credit facility in order to cure our non-compliance with certain covenants as of September 30, 1999 and agreed to (a) borrow no additional funds during the balance of 1999, (b) obtain by no later than November 30, 1999 satisfactory written commitments for the issuance of additional equity with net proceeds of at least $10,000,000 and (c) issue this equity no later than December 30, 1999. In order to satisfy these requirements, on November 24, 1999 we entered into purchase agreements with several investors under which the investors agreed to purchase a total of $19,500,000 of our equity capital. Commitments for this equity capital were originally in the amount of $22,000,000 and were reduced to $19,500,000 because of legal restrictions applicable to one of the investors. This equity purchase was completed on December 14, 1999 with the issuance of 3,545,453 shares of our new Series K convertible preferred stock at $5.50 per share. From the net proceeds, we reduced our borrowings under our existing bank credit facility by $15,775,000.

      We currently also have a commitment for (a) a new $125,000,000 senior secured seven-year reducing revolving bank credit facility and (b) an additional $50,000,000 revolving facility available on substantially the same terms to fund future acquisitions, which would be available for 24 months and thereafter would convert to a term loan maturing December 31, 2006. This new bank credit facility would permit the borrowing of available credit for working capital requirements and general corporate purposes, including transaction fees and expenses, to repay our existing bank credit facility and to fund pending and permitted future acquisitions. The new facility would permit us to request from time to time that the lenders issue letters of credit in an amount up to $25,000,000 in accordance with the same lending provisions. The commitment, and our maximum borrowings, would reduce over five years beginning in 2002 as follows:

December 31,	Commitment Amount
2001	$	125,000,000
2002		106,250,000
2003		87,500,000
2004		62,500,000
2005		37,500,000
2006		—

The $25,000,000 letter of credit sub-limit would also reduce proportionately but not below $15,000,000. Mandatory prepayments and commitment reductions would also be required from certain asset sales, subordinated debt proceeds, excess cash flow amounts and sales of equity securities.

      Under the new bank credit facility, we would be required to maintain a minimum interest rate coverage ratio, minimum fixed charge coverage ratio, maximum corporate overhead and maximum financial leverage ratio and to observe negative covenants customary for facilities of this type. Borrowings under the new credit facility would bear interest at a rate equal to (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 Overnight Federal Funds Rate plus 0.5%, in either case plus the applicable margin determined under the credit facility, or (b) the reserve-adjusted Eurodollar Rate plus the applicable margin. We would be required to pay certain fees to the agent and the lenders for the underwriting commitment, administration and use of the credit facility. Our indebtedness under the new bank credit facility would be collateralized by liens on substantially all of our

38

assets and by a pledge of our operating and license subsidiaries’ stock and would be guaranteed by those subsidiaries.

      In the first quarter of 1999, we received $5,030,000 in gross proceeds from the issuance of shares of our Series F and G convertible preferred stock at $5.00 per share. In the second quarter of 1999, the holders of the Series F convertible preferred stock purchased an additional $5,082,000 of our Series F convertible preferred stock at $5.00 per share to finance a portion of the acquisition price of the St. Cloud stations. In May 1999, we borrowed $8,500,000 under the credit agreement to finance the balance of the purchase price of the St. Cloud stations and related transaction fees. In June 1999, three existing shareholders purchased $3,500,000 of a new series of convertible preferred stock, Series H convertible preferred stock, at $5.50 per share. We used the proceeds to reduce bank debt and fund working capital requirements. Additionally, certain existing investors and two new investors purchased an additional $8,500,000 of Series H convertible preferred stock in August 1999. We used $1,000,000 of the proceeds to pay down borrowings under our credit facility. We used the balance of the proceeds, along with additional borrowings under our existing bank credit facility, to finance the acquisition and the initial capital expenditure and working capital needs of the Erie stations.

      Consummation of our pending acquisitions in El Paso, Texas and Utica-Rome and Watertown, New York, anticipated to take place in the first quarter of 2000, will require cash of $67,500,000, not including transaction fees and costs. Our pending acquisition of KZAP(FM) in Chico, California for $1,400,000 is not expected to occur until late in the first quarter or early in the second quarter of 2000. We expect this offering will close at the same time as, or before, we close the El Paso, Texas and Utica-Rome and Watertown, New York acquisitions. In that case, we expect the funds required to complete these acquisitions and to fulfill additional working capital needs of the new stations will be provided through borrowings under the new bank credit facility, net proceeds from the sale of our Series K convertible preferred stock and net proceeds of this offering. If, however, we are required to close these pending acquisitions before we close this offering, we would require additional financing. To cover this contingency, we expect to obtain a bridge loan commitment from Prudential Securities Credit Corp., an affiliate of Prudential Securities Incorporated, one of the underwriters in this offering. Under this commitment, we could borrow up to $25.5 million to pay part of the purchase price for one or both of the El Paso or Utica-Rome and Watertown acquisitions. The bridge loan would be repaid with the proceeds of this offering.

      We expect over the next 12 months to incur up to $1,900,000 of capital expenditures to upgrade our equipment and facilities, primarily at stations recently acquired and at those in the process of being acquired, in order to remain competitive and create cost savings over the long term.

      We believe the net proceeds from this offering, from the issuance of shares of our Series K convertible preferred stock and from the sales of our Kingman stations and Lake Tahoe stations will be sufficient to pay off our existing bank credit facility, to redeem our outstanding Series B convertible preferred stock; to pay all accumulated and unpaid preferred stock dividends, to meet our requirements for corporate expenses and capital expenditures for at least one year, based on our projected operations and indebtedness, and, when combined with borrowings available under the new bank credit facility, to consummate our pending acquisitions.

Year 2000 Computer System Compliance

      The “Year 2000” issue results from the fact that many computer programs were written with date-sensitive codes that utilize only the last two digits (rather than all four digits) to refer to a particular year. As the year 2000 approaches, these computer programs may be unable to process accurately certain date-based information, as the program may interpret the year 2000 as 1900.

      We utilize various information technology (IT) systems in the operation of our business, including accounting and financial reporting systems and local and wide area networking infrastructure. In addition to IT systems, we also rely on several non-information technology (non-IT) systems that could potentially pose Year 2000 issues, including traffic scheduling and billing systems and digital audio systems providing automated broadcasting. Finally, in addition to the risks posed by Year 2000 issues involving our own IT and non-IT systems, we could also be affected by any Year 2000 problems experienced by our key business

39

partners, which include local and national advertisers, suppliers of communications services, financial institutions and suppliers of utilities. We have addressed the Year 2000 issue in our existing properties in four phases: (a) assessment of the existence, nature and risk of Year 2000 problems affecting our systems; (b) remediation of our systems, whether through repair, replacement or upgrade, based on the findings of the assessment phase; (c) testing of the enhanced or upgraded systems; and (d) contingency planning.

      In the fourth quarter of 1998, we engaged the services of an independent Year 2000 consultant in order to analyze the scope of our Year 2000 compliance issues and to initiate formal communications with our advertisers, suppliers, lenders and other key business partners to determine their exposure to the Year 2000 issue.

      During the first quarter of 1999, we completed the assessment phase with respect to the IT-systems and non-IT systems. Based on the findings of the assessment phase, we developed a detailed plan for the remaining three phases.

      The following is a summary of the status of our Year 2000 plans in the IT and non-IT areas relative to the stations we currently own and expect to continue to own on January 1, 2000:

  IT Systems

      During the assessment phase, we evaluated the level of Year 2000 compliance of IT systems and hardware in our executive offices and all markets. All financial and networking systems that had been determined to be non-compliant were upgraded and tested. We determined that several of our personal computers are not year 2000 compliant. Several of the noncompliant personal computers are either upgradable at a minimal cost or are used for tasks where their noncompliance will not impact their functionality. We have completed all necessary upgrades of our personal computers. There are personal computers we were required to replace in 1999, and the cost of replacement is included in our capital plan. We have made all necessary replacements. Costs associated with our IT system upgrades were immaterial.

  Non-IT Systems

      We acquired all of our currently-owned radio stations on or after June 15, 1998 from several independent operators. As part of our ongoing plan to provide our stations with a standardized digital audio broadcast system and, thus, to realize certain of the efficiencies of operating as a larger broadcast group, we have systematically upgraded the broadcast systems and other technical equipment at our stations. Although this upgrading plan has had a business purpose independent of Year 2000 compliance, we have required, as a matter of course, written assurance from our suppliers that the new broadcast systems are Year 2000 compliant. With respect to those currently-owned properties that we expect to own on January 1, 2000, we have completed the upgrading project. We have included the costs of the upgrade project in capital expenditures. We have conducted and completed our own testing of the broadcast systems at all of our stations. Costs associated with this testing were immaterial. The traffic scheduling and billing systems currently utilized at our stations are provided to us by three suppliers on a Year 2000 compliant basis, as confirmed by our tests of these systems.

      During the first quarter of 1999, we compiled a detailed inventory of key business partners and prioritized the list based on potential impact on our company in the event that the business partners experienced severe operational or financial hardship as a result of Year 2000 non-compliance. We contacted our business partners and asked them to complete a detailed questionnaire regarding their own Year 2000 assessment. We focused this review on our most critical business partners and following this review, established contingency plans. For the stations acquired after the first quarter of 1999, we identified the most critical business partners where Year 2000 noncompliance could create an impact on us. We incorporated these business partners into our contingency planning.

      With respect to the stations that we have agreed to acquire, we believe the Year 2000 assessment phase has commenced and is continuing. Our agreement to acquire stations in Utica-Rome and Watertown, New York, signed on July 29, 1999, and our agreement to acquire stations in El Paso, Texas, signed on

40

September 14, 1999, will not be closed until after January 1, 2000. We believe the Year 2000 assessment of these stations by the seller is underway, and we plan to monitor all remediation and testing activities, which the seller has agreed to complete. We have no reason to believe that all systems at these stations will not be able to be brought into Year 2000 compliance in a timely manner.

      We have budgeted $100,000 in 1999 for capital expenditures and $50,000 for expenses involved in Year 2000 remediation of our existing stations. We do not expect total expenditures to exceed the total budgeted amount. To the extent that any material Year 2000 problems are discovered at the Utica-Rome, Watertown or El Paso stations, we will have a contractual claim against the seller for any material losses suffered as a result.

      Although we have not received any information to date that would lead us to believe that our internal Year 2000 compliance will not be completed on a timely basis or that the related costs will have a material adverse effect on our operations, cash flows or financial condition, our work relative to our business partner interfaces is ongoing. Accordingly, unexpected costs associated with the interruption of operation of our stations could occur and, if significant, could have a material adverse effect on our operations, cash flows and financial condition. The most reasonably likely worst-case scenarios include loss of power and communications links. The impact of these uncertainties on our results of operations, liquidity and financial condition is not determinable. We have completed the assessment of external and non-IT system risks and our related Year 2000 testing and have established contingency plans for all critical systems.

Market Risk

      We are exposed to the impact of interest rate changes because of borrowings under our existing bank credit facility. It is our policy to enter into interest rate transactions only to the extent considered necessary to meet our objectives and to comply with the requirements of this facility. We have not entered into interest rate transactions for trading purposes.

      To satisfy the requirements imposed under the terms of our existing credit facility, we entered into a two-year collar agreement with the Bank of Montreal effective August 17, 1998 for a notional amount of $34.4 million to mitigate the risk of interest rates increasing under this facility. This agreement is based on the three-month LIBOR rate, has a Cap Rate, as defined, of 6.50% and a Floor Rate, as defined, of 5.28%. These rates are exclusive of additional spreads over the LIBOR rate depending upon our financial leverage. Of the $46.9 million principal amount outstanding under our existing bank credit facility at September 30, 1999, the annual interest expense would fluctuate by a maximum of $420,000 on $34.4 million based on the defined Cap and Floor rates. Fluctuation in interest expense on the remaining $12.5 million would not be material.

41

BUSINESS

General

      We are a radio broadcasting company focused on acquiring, developing and operating radio stations in small and mid-sized markets. Upon completion of the transactions described under the heading “Pending Transactions” in this prospectus, we will own and operate 28 FM and 14 AM radio stations in 11 markets. We have assembled clusters of radio stations that rank first or second in terms of revenue share in substantially all of our markets. On an historical basis, for the nine months ended September 30, 1999, we had net broadcast revenues of $17.5 million and broadcast cash flow of $4.2 million. After giving pro forma effect to the transactions described in the unaudited pro forma financial statements included elsewhere in this prospectus, we would have had net broadcast revenues of $27.9 million and broadcast cash flow of $10.8 million for the nine months ended September 30, 1999.

      Our primary strategy is to secure and maintain a leadership position in the markets we serve and to expand into additional small and mid-sized markets where we believe 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, we believe that our advertising pricing on the basis of cost per thousand impressions, combined with the added reach of our radio station clusters, allows us to compete successfully for advertising revenue against non-traditional competitors such as print media, television and outdoor advertising.

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

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

•  substantial growth in advertising revenues as national and regional retailers expand into small and mid-sized markets;

•  a weaker competitive environment characterized by small independent operators, many of whom lack the capital to produce locally-originated programming and/or to employ more sophisticated research, marketing, management and sales techniques;

•  less direct format competition due to a smaller number of stations in any given market; and

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

      We believe that these operating characteristics, coupled with the opportunity to establish or expand radio station clusters within a specific market, 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 insulate us from downturns in specific markets and changes in format preferences.

Corporate History and Recently Completed Transactions

      We were formed in November 1996 by Terry S. Jacobs and William L. Stakelin. During 1997 and the first half of 1998, we engaged in limited operations consisting principally of the ownership and operation of one AM radio station in San Diego, California and the operation of 24 other radio stations in eight California, Arizona and South Carolina markets under time brokerage agreements. On June 15, 1998, we acquired a total of 31 radio stations in nine markets, including the 24 stations operated under time brokerage agreements. With the completion of additional acquisitions and dispositions during the balance of 1998 and 1999, we currently own and operate a total of 32 radio stations in nine markets located in California, Arizona, Minnesota, Michigan, Ohio and Pennsylvania.

42

      The table below sets forth information regarding our completed acquisitions and dispositions from June 15, 1998:

					Purchase
		No. of			Price (1)
Acquisitions	Market	Stations		Call Letters	(in millions)			Date Completed
Faircom Inc.	Flint, MI		3	WCRZ(FM) WFNT(AM) WWBN(FM)			(2)		6/15/98
	Mansfield, OH		3	WYHT(FM) WMAN(AM) WSWR(FM)
The Park Lane Group	Redding, CA		2	KQMS(AM) KSHA(FM)	$	24.2			6/15/98
	Chico, CA		3	KPPL(FM) KFMF(FM) KALF(FM)
	Palmdale, CA		2	KVOY(AM) KTPI(FM)
	Victorville, CA		2	KROY(AM) KATJ(FM)
	Kingman, AZ		2	KAAA(AM) KZZZ(FM)
	So. Lake Tahoe, CA		2	KOWL(AM) KRLT(FM)
	Flagstaff, AZ		3	KVNA(AM) KVNA(FM) KZGL(FM)
Alta California Broadcasting, Inc.	Redding, CA		4	KRDG(FM) KNNN(FM) KRRX(FM) KNRO(AM)		3.7	(3)		6/15/98
Continental Radio Broadcasting, L.L.C	Kingman, AZ		2	KFLG(AM) KFLG(FM)		3.9	(4)		6/15/98
Ruby Broadcasting/ Topaz Broadcasting, Inc.	Victorville, CA		3	KIXW(AM) KZXY(FM)		7.4	(5)		6/15/98
				KIXA(FM)
Oasis Radio, Inc.	Palmdale-Lancaster, CA		1	KOSS(FM)		1.6			11/30/98
WJON Broadcasting Company	St. Cloud, MN		3	KMXK(FM) WJON(AM) WWJO(FM)		12.7			5/6/99
Media One Group-Erie, Ltd.	Erie, PA		3	WXKC(FM) WRIE(AM) WXTA(FM)		13.5			9/1/99

43

					Purchase
		No. of			Price (1)
Dispositions	Market	Stations		Call Letters	(in millions)		Date Completed
	Charleston, SC		1	WSSP(FM)	$	1.6		3/15/99
	San Diego, CA		1	KCBQ(AM)		6.0		8/1/99
	Kingman, AZ		4	KFLG(AM) KFLG(FM) KZZZ(FM) KAAA(AM)		5.4		10/15/99
	Lake Tahoe, CA		2	KRLT(FM) KOWL(AM)		1.2		11/1/99

(1)	The purchase price includes, in certain cases, amounts paid under consulting or noncompetition agreements.
(2)	We acquired our six stations serving the Flint, Michigan and Mansfield, Ohio areas through a merger with Faircom Inc. in which we issued 3,720,620 shares of our Series C convertible preferred stock.
(3)	We acquired all of the outstanding capital stock of Alta California Broadcasting, Inc. for $2.6 million in cash and assumed liabilities and 205,250 shares of our Series E convertible preferred stock.
(4)	We acquired the FCC licenses and related assets of these two stations for $3.7  million in cash. We separately acquired the accounts receivable of these stations for an additional purchase price of $130,000.
(5)	We acquired two of these stations from Ruby Broadcasting, Inc., an affiliate of Topaz Broadcasting, Inc. We acquired all of the outstanding capital stock of Topaz Broadcasting, Inc. for 242,592 shares of our Series E convertible preferred stock and immediately thereafter acquired a third station for $215,000 in cash and assumed liabilities under an asset purchase agreement between Topaz and Rasa Communications Corp.

Acquisition Strategy

      Our acquisition strategy is to expand within our existing markets and into new small and mid-sized markets where we believe we can effectively use our operating strategies. In considering new markets, we focus on those markets that have a minimum of $8.0 million in gross radio advertising revenue where we believe we can build a station cluster that will generate at least $1.0 million in annual broadcast cash flow. Although significant competition exists among potential purchasers for suitable radio station acquisitions throughout the United States, we believe that there is currently less competition, particularly from the larger radio operators, in the small and mid-sized markets. This has afforded us relatively more attractive acquisition opportunities in these markets. After entering a market, we seek to acquire additional stations that will allow us to reach a wider range of demographic groups to appeal to advertisers and increase revenue. We also integrate these stations into our existing operations in an effort to achieve substantial cost savings. We have sold or will sell stations in different markets that did not or do not fit within our existing acquisition strategy. Risks and uncertainties related to our acquisition strategy are discussed in the “Federal Regulation of Radio Broadcasting” and “Risk Factors” sections of this prospectus.

      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.

44

      We believe that our acquisition strategy, if properly implemented, could have a number of benefits, including:

•  greater revenue and broadcast cash flow diversity;

•  improved broadcast cash flow margins 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 station formats in order to increase audience and revenue share;

•  upgrade transmission, audio processing and studio facilities;

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

•  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 enter into a local marketing agreement (under which separately owned and licensed stations agree to function cooperatively in terms of programming, advertising, sales and other matters), or a similar arrangement, with a target property prior to FCC final approval and the consummation of the acquisition, in order to gain a head start on the integration process.

Operating Strategy

      Our operating strategy focuses on maximizing our radio stations’ appeal to listeners and advertisers and, consequently, increasing our revenue and cash flow. 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 strengthen relationships with advertisers, increasing our ability to maximize the value of our inventory. We believe that 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.

      We believe that 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.

45

      Aggressive Sales and Marketing. We seek to maximize our share of local 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 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. We believe that, prior to their acquisition, many of our newly acquired stations had underperformed in sales, due primarily to undersized sales staffs. Accordingly, we have significantly expanded the sales forces of many of our acquired stations.

      Targeted Programming and Promotion. To maintain or improve our position in each market, we combine extensive 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, highly visible profiles for our on-air personalities, particularly those broadcasting during morning drive time, which traditionally airs between 6:00 a.m. and 10:00 a.m.;

•  formulating recognizable brand names for select stations; and

•  actively participating 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.

Management Team

      Our senior management team, as a group, has over 85 years of experience in the radio broadcasting industry and has negotiated the acquisition of 119 radio stations, including, since 1998, the 42 stations currently owned or to be acquired by us upon consummation of our pending acquisitions.

      Our Chairman, Chief Executive Officer and Treasurer, Terry S. Jacobs, has 20 years of experience as the founder and chief executive officer of three radio broadcasting companies, including Jacor Communications, Inc. (today a part of Clear Channel Communications Inc.) which, during his tenure, grew to become the ninth largest radio company in the United States and which also owned Eastman Radio, Inc., one of the leading national radio sales representation firms (today a part of Katz Communications). Mr. Jacobs served as President and Chief Executive Officer of a privately held radio broadcast company which he co-founded in 1993 under the name “Regent Communications, Inc.” (Regent I) and which acquired and operated 16 radio stations until its merger into Jacor Communications, Inc. in February 1997.

      William L. Stakelin, our President and Chief Operating Officer, has been nationally recognized for his contributions to the radio broadcasting industry, having received the 1999 National Radio Award given by the National Association of Broadcasters. Mr. Stakelin, who co-founded Apollo Radio, Ltd. in 1988, has over 40 years of experience in the radio industry, with over 30 of those years in station and group management. Mr. Stakelin has served as Chairman of the National Association of Broadcasters, the industry’s primary lobbying voice, and as President and Chief Executive Officer of the Radio Advertising Bureau, the industry’s sales and marketing association.

46

      Our Senior Vice President, Fred L. Murr, who assists Mr. Stakelin in the management of our broadcasting operations, has over 27 years of experience in the radio industry as a successful general manager of stations in small, mid-sized and large markets. Mr. Murr has particular expertise in sales aspects of the radio business and is a recognized industry expert in pricing and inventory control.

      Anthony A. Vasconcellos, our Vice President and Chief Financial Officer, joined us in September 1998 after serving seven years as a senior financial and accounting manager for LensCrafters. He also has four years of auditing experience with Coopers & Lybrand, and is a certified public accountant.

Station Portfolio

      If all of the pending transactions described in the “Pending Transactions” section of this prospectus are completed, we will own 28 FM and 14 AM radio stations in 11 small and mid-sized markets. The following table sets forth information about the stations that would be owned by us after giving effect to our pending transactions.

      As you review the information in the following table, you should refer to the “General Information” section of this prospectus, and 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 symbol “*” indicates a station that is the subject of one of our pending transactions. The completion of each of the pending transactions is subject to conditions. Although we believe these conditions are customary for transactions of this type, there can be no assurance that these conditions will be satisfied in any particular case.

•  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.

•  Cluster Rank in Market Revenue 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.

				Station			Cluster Rank
Radio Market/				Programming	Primary		in Market
Station Call Letters		MSA Rank		Format	Demographic Target		Revenue
Chico, CA			192					1
	KFMF(FM)			Album Oriented Rock		M 18-49
	KALF(FM)			Country		A 25-54
	KPPL(FM)			Lite Rock		A 25-54
	KZAP(FM)*			Rock		M 18-34
El Paso, TX			70					2
	KSII(FM)*			Hot Adult Contemporary		A 18-34
	KLAQ(FM)*			Rock		M 18-49
	KROD(AM)*			News/ Talk		A 35+
Erie, PA			155					1
	WXKC(FM)			Adult Contemporary		W 25-54
	WRIE(AM)			Nostalgia		A 35+
	WXTA(FM)			Country		A 25-54
Flint, MI			116					2
	WFNT(AM)			News/ Talk/ Sports		A 35+
	WCRZ(FM)			Adult Contemporary		W 25-54
	WWBN(FM)			Album Oriented Rock		M 18-49
Mansfield, OH			N/ A					1
	WMAN(AM)			News/ Talk/ Sports		A 35+
	WYHT(FM)			Adult Contemporary		W 25-54
	WSWR(FM)			Oldies		A 35-54

47

				Station			Cluster Rank
Radio Market/				Programming	Primary		in Market
Station Call Letters		MSA Rank		Format	Demographic Target		Revenue
Palmdale, CA			N/ A					1
	KAVC(AM)			Religion		A 35+
	KTIP(FM)			Country		A 25-54
	KOSS(FM)			Adult Contemporary		W 25-54
Redding, CA			218					1
	KQMS(AM)			News/ Talk/ Sports		A 35+
	KSHA(FM)			Soft Adult Contemporary		W 25-54
	KNNN(FM)			Current Hit Radio		A 18-34
	KRDG(FM)			Oldies		A 35-54
	KRRX(FM)			Rock		M 18-49
	KNRO(AM)			Classic Country		M 35+
St. Cloud, MN			216					1
	KMXK(FM)			Oldies		A 35-54
	WJON(AM)			News		A 35+
	WWJO(FM)			Country		A 25-54
Utica-Rome, NY			150					1
	WODZ(FM)*			Oldies		A 35-54
	WLZW(FM)*			Adult Contemporary		W 25-54
	WFRG(FM)*			Country		A 25-54
	WIBX(AM)*			News/ Talk		A 35+
	WRUN(AM)*			Sports		M 35+
Victorville, CA			N/ A					1
	KZXY(FM)			Adult Contemporary		A 18-49
	KIXW(AM)			Spanish		A 25-54
	KATJ(FM)			Country		A 25-54
	KIXA(FM)			Rock		M 18-49
	KROY(AM)			News/ Talk		A 35+
Watertown, NY			252					1
	WCIZ(FM)*			Classic Hits		A 25-54
	WFRY(FM)*			Country		A 25-54
	WTNY(AM)*			Talk		A 35+
	WUZZ(AM)*			R&B Oldies		A 35+

Advertising Sales

      Virtually all of our revenue is generated from the sale of local, regional and national advertising for broadcast on our radio stations. In 1998, approximately 83.0% of our net broadcast revenue was generated from the sale of local and regional advertising. Additional broadcast revenue is generated from the sale of national advertising, network compensation payments and other miscellaneous transactions. See the “Management’s Discussion and Analysis” section of this prospectus. The major categories of our advertisers include telephone companies, restaurants, fast food chains, automotive companies and grocery stores.

      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

48

based on gross 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. 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 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.

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 broadcast cash flow.

      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. Recent changes in FCC policies and rules permit increased ownership and operation of multiple local radio stations. Management believes that radio stations that elect to take advantage of joint arrangements such as local marketing 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 multiple ownership rules regulating the number

49

of stations that may be owned and controlled by a single entity. The FCC’s multiple ownership rules have changed significantly as a result of the Telecommunications Act. For more information about FCC regulation and the provisions of the Telecommunications Act, see the discussion in the “Federal Regulation of Radio Broadcasting” section of this prospectus.

      Stations compete for advertising revenue with other media, including newspapers, broadcast television, cable television, magazines, direct mail, coupons and outdoor advertising. In addition, the radio broadcasting industry is subject to competition from new media technologies that are being developed or introduced, such as the delivery of audio programming by cable television systems, by satellite and by digital audio broadcasting. Digital audio broadcasting may deliver by satellite to nationwide and regional audiences, multi-channel, multi-format, digital radio services with sound quality equivalent to compact discs. The delivery of information through the Internet also could create a new form of competition.

      The FCC has recently authorized spectrum for the use of a new technology, satellite digital audio radio services, to deliver audio programming. Digital audio radio services may provide a medium for the delivery by satellite or terrestrial means of multiple new audio programming formats to local and national audiences. It is not known at this time whether this digital technology also may be used in the future by existing radio broadcast stations either on existing or alternate broadcasting frequencies. There are proposals before the FCC to permit a new low power radio service that could open up opportunities for low cost neighborhood service on frequencies that would not interfere with existing stations. No FCC action has been taken on this proposal to date. 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.

Employees

      At December 15, 1999, we employed 371 persons. None of these employees is covered by collective bargaining agreements. At our pending acquisition in Watertown, New York, two employees are covered by a collective bargaining agreement. We consider our relations with our employees to be good.

Properties and Facilities

      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 Redding, California; Burton (Flint), Michigan; St. Cloud, Minnesota; and Mansfield, Ohio. We own transmitter and antenna sites in Mojave (Palmdale), Redding and Victorville, California; Burton (Flint), Michigan; St. Cloud, Stearns County and Graham Township (St. Cloud), Minnesota; and Mansfield, Ohio. We expect to acquire additional real estate and to dispose of certain real estate in connection with our pending transactions. We lease our remaining studio and office facilities, including corporate office space in Covington, Kentucky and Old Brookville, New York, 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, transmitters, studio equipment and general office equipment.

      We believe that our properties are generally in good condition and suitable for our operations. However, we continually look for opportunities to upgrade our properties and intend to upgrade studios, office space and transmission facilities in several markets.

      Substantially all of our properties and equipment serve as collateral for our obligations under our existing credit facility and will serve as collateral under the new bank credit facility.

50

Legal Proceedings

      We currently and from time to time are involved in litigation incidental to the conduct of our business, but we are not a party to any lawsuit or proceeding that, in our opinion, is likely to have a material adverse effect on us.

      On July 29, 1998, we received a civil investigative demand from the Department of Justice in which the Department of Justice requested information from us to determine whether we violated particular antitrust laws by our acquisitions of stations in Redding, California on June 15, 1998. The demand requested written answers to interrogatories and the production of documents concerning the radio station market in Redding, in general, and our acquisitions there, in particular, to enable the Department of Justice to determine, among other things, whether the Redding acquisitions would result in excessive concentration in the market. We responded to the demand and the matter remains open. If the Department of Justice were to proceed with and successfully challenge the Redding acquisitions, we could be required to divest one or more radio stations in Redding.

      On March 30, 1999, we entered into an agreement to sell the assets of our two FM and one AM radio stations in Flagstaff, Arizona. In May 1999, an owner of competing stations in the Flagstaff, Arizona market filed an objection to the application asserting that the proposed transfer raises material issues of fact as to whether the transaction is anticompetitive. Action on the FCC application has been delayed by the filing of this objection and the FCC’s analysis of ownership concentration in Flagstaff. See the “Pending Transactions” section of this prospectus.

51

FEDERAL REGULATION OF RADIO BROADCASTING

      Introduction. The ownership, operation and sale of broadcast stations, including those licensed to us, are subject to the jurisdiction of the FCC, which acts under authority derived from the Communications Act of 1934, as amended, which is referred to in this prospectus as the Communications Act. The Telecommunications Act of 1996 made changes in several broadcast laws. Among other things, the FCC:

•  assigns frequency bands for broadcasting;

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

•  regulates equipment used by stations;

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

•  has the power to impose penalties for violations of its rules under the Communications Act.

      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 broadcast properties.

      License Grant and Renewal. Radio stations operate under renewable broadcasting licenses that are ordinarily granted by the FCC for maximum terms of eight years. Licenses are renewed through an application to the FCC. Petitions to deny license renewals can be filed by interested parties, including members of the public. These petitions may raise various issues before the FCC. The FCC is required to hold hearings on renewal applications if the FCC is unable to determine that renewal of a license would serve the public interest, convenience and necessity, or if a petition to deny raises a substantial and material question of fact as to whether the grant of the renewal application would be inconsistent with 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 would prevent the timely renewal of our licenses to operate our radio stations, although there can be no assurance 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 designated 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 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 and C.

      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 owned and operated by us, after the

52

completion of the pending transactions described in the “Pending Transactions” section of this prospectus, and the date on which each station’s FCC license expires.

									Expiration
	Station		HAAT in						Date of
Market	Call Letters	FCC Class	Meters		Power in Kilowatts		Frequency		FCC License
Chico, CA	KFMF(FM)	B1		344		2.0	93.9	MHz		12/01/05
	KPPL(FM)	B		193		28.0	107.5	MHz		12/01/05
	KALF(FM)	B		386		7.0	95.7	MHz		12/01/05
	KZAP(FM)*	B1		393		1.5	96.7	MHz		12/01/05
El Paso, TX	KSII(FM)*	C		433		98.0	93.1	MHz		08/01/05
	KLAQ(FM)*	C		424		88.0	95.5	MHz		08/01/05
	KROD(AM)*	B		N/ A		5.0	600	kHz		08/01/05
Erie, PA	WXKC(FM)	B		150		50.0	99.9	MHz		08/01/06
	WRIE(AM)	B		N/ A		5.0	1260	kHz		08/01/06
	WXTA(FM)	B1		154		10.0	97.9	MHz		08/01/06
Flint, MI	WCRZ(FM)	B		331		50.0	107.9	MHz		10/01/04
	WFNT(AM)	B		N/ A		daytime: 5.0	1470	kHz		10/01/04
						night: 1.0
	WWBN(FM)	A		328		6.0	101.7	MHz		10/01/04
Mansfield, OH	WYHT(FM)	B		67		17.5	105.3	MHz		10/01/04
	WMAN(AM)	C		N/ A		0.92	1400	kHz		10/01/04
	WSWR(FM)	A		91		3.0	100.1	MHz		10/01/04
Palmdale, CA	KAVC(AM)	C		N/ A		1.0	1340	kHz		12/01/05
	KOSS(FM)	A		94		2.9	105.5	MHz		12/01/05
	KTPI(FM)	A		176		1.9	103.1	MHz		12/01/05
Redding, CA	KRRX(FM)	C		600		100.0	106.1	MHz		12/01/05
	KNNN(FM)	A		100		5.3	99.3	MHz		12/01/05
	KNRO(AM)	B		N/ A		1.0	600	kHz		12/01/05
	KQMS(AM)	C		N/ A		1.0	1400	kHz		12/01/05
	KSHA(FM)	C		475		100.0	104.3	MHz		12/01/05
	KRDG(FM)	C2		325		9.9	105.3	MHz		12/01/05
St. Cloud, MN	KMXK(FM)	C2		150		50.0	94.9	MHz		04/01/05
	WJON(AM)	C		N/ A		1.0	1240	kHz		04/01/05
	WWJO(FM)	C		305		97.0	98.1	MHz		04/01/05
Utica-Rome, NY	WODZ(FM)*	B1		184		7.4	96.1	MHz		06/01/06
	WLZW(FM)*	B		201		25.0	98.7	MHz		06/01/06
	WFRG(FM)*	B		151		100.0	104.3	MHz		06/01/06
	WIBX(AM)*	B		N/ A		5.0	950	kHz		06/01/06
	WRUN(AM)*	B		N/ A		daytime: 5.0	1150	kHz		06/01/06
						night: 1.0
Victorville, CA	KZXY(FM)	A		100		6.0	102.3	MHz		12/01/05
	KIXW(AM)	D		N/ A		daytime: 5.0	960	kHz		12/01/05
						night: 0.029
	KATJ(FM)	A		472		0.26	100.7	MHz		12/01/05
	KIXA(FM)	A		325		0.56	106.5	MHz		12/01/05
	KROY(AM)	D		N/ A		daytime: 0.5	1590	kHz		12/01/05
						night: 0.131
Watertown, NY	WCIZ(FM)*	A		100		6.0	93.3	MHz		06/01/06
	WFRY(FM)*	C1		145		97.0	97.5	MHz		06/01/06
	WTNY(AM)*	B		N/ A		1.0	790	kHz		06/01/06
	WUZZ(AM)*	B		N/ A		daytime: 5.0	1410	kHz		06/01/06
						night: 1.0

*  Stations indicated with an asterisk (*) are subject to acquisition by us.

53

      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 period petitions to deny or other objections against the application may be filed by interested parties, including members of the public. 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. These rules preclude us from acquiring certain stations we might otherwise seek to acquire. The rules also effectively prevent us from selling stations in a market to a buyer that has reached its ownership limit in the market. The local radio ownership rules are as follows:

•  in markets with 45 or more commercial 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 commercial 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 commercial 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 commercial 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.

      The FCC is also reportedly considering proposing a policy that would review a proposed transaction if it would enable a single owner to attain a high degree of revenue concentration in a market.

      In addition to the limits on the number of radio stations that a single owner may own, the FCC’s radio/television cross-ownership rule prohibits, absent a waiver, the same owner from owning a radio broadcasting station and a television broadcast station in the same geographic market, and the FCC’s broadcast/newspaper cross-ownership rule prohibits the same owner from owning a broadcast station and a daily newspaper in the same geographic market. The FCC recently revised its radio/television cross-ownership rule to allow for greater common ownership of television and radio stations. The revised rule is not yet in effect. When it is effective, the revised radio/television cross-ownership rule will permit a single owner to own up to two television stations, consistent with the FCC’s rules on common ownership of television stations, and one radio station in all markets. In addition, an owner can own additional radio stations, subject to local ownership limits for the market, as follows:

•  in markets where 20 media voices will remain, an owner may own an additional 5 radio stations, or, if the owner only has one television station, an additional 6 radio stations; and

•  in markets where 10 media voices will remain, an owner may own an additional 3 radio stations.

54

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

      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. In addition, certain passive investors are attributable if they hold 10.0% or more of the corporation’s voting stock, although recent FCC rule changes, when they go into effect, will increase the threshold for these passive investors to 20.0%. If a single individual or entity controls more than 50.0% of a corporation’s voting stock, however, the interests of other shareholders are generally not attributable unless the shareholders are also officers or directors of the corporation.

      The FCC recently adopted a new rule (known as the EDP rule) that causes certain creditors or investors to be attributable owners of a station, regardless of whether there is a single majority shareholder. Under this new 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 a FCC attribution rule other than the EDP rule. Both the current and the revised attribution rules limit the number of radio stations we may acquire or own in any market.

      The Communications Act prohibits the issuance or holding of broadcast licenses by 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 directly or indirectly 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. Our charter provides that our capital stock is subject to redemption by us by action of the Board of Directors to the extent necessary to prevent the loss of any license held by us (including any FCC license). See the “Description of Capital Stock” section of this prospectus.

      Time Brokerage Agreements. Over the past few years, a number of radio stations have entered into what have commonly been referred to as time brokerage 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 its 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 local radio ownership limits. The FCC has recently revised this rule so that, when the revised rule takes effect, the attribution for time brokerage agreements will apply for all 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 that we could not own under the local ownership rules, unless our programming on the brokered station constituted 15.0% or less of the other local 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

55

the same broadcast service (i.e., AM-AM or FM-FM) through a time brokerage agreement where the brokered and brokering stations which it owns or programs serve substantially the same area.

      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 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, but such complaints may be filed and considered at any time.

      Stations also must pay regulatory and application fees and follow various FCC rules that regulate, among other things, political advertising, the broadcast of obscene or indecent programming, sponsorship identification and technical operations, including limits on radio frequency radiation. In addition, the FCC formerly required that licensees develop and implement programs designed to promote equal employment opportunities and submit reports to the FCC with respect to these matters on an annual basis and in connection with a renewal application. The U.S. Court of Appeals for the District of Columbia has declared some of these employment rules unconstitutional. The FCC recently initiated a rulemaking proceeding to reestablish its employment regulations.

      Failure to observe these or other rules and policies can result in the imposition of various sanctions, including monetary fines, the grant of short (less than the maximum) renewal terms or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license.

      In 1985, the FCC adopted rules regarding human exposures to levels of radio frequency radiation. These rules require applicants for new broadcast stations, renewals of broadcast licenses or modifications of existing licenses to inform the FCC at the time of filing such applications whether a new or existing broadcast facility would expose people to radio frequency radiation in excess of FCC guidelines. In August 1996, the FCC adopted more restrictive radiation limits. These limits became effective on September 1, 1997 and govern applications filed after that date. We anticipate that such regulations will not have a material effect on our business.

      Congress and the FCC from time to time have under consideration, and 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 include:

•  proposals to impose spectrum use or other fees on FCC licensees, the FCC’s equal employment opportunity rules and matters relating to political broadcasting;

•  technical and frequency allocation matters;

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

•  changes in the FCC’s multiple ownership and cross-ownership policies;

•  changes to broadcast technical requirements;

•  proposals to allow telephone or cable television companies to deliver audio and video programming to the home through existing phone, cable television or other communication lines;

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

•  proposals to auction the right to use the radio broadcast spectrum to the highest bidder, instead of granting FCC licenses and subsequent license renewals without such bidding.

      In January 1995, the FCC adopted rules to allocate spectrum for satellite digital audio radio service. Satellite digital audio radio service systems potentially could provide for regional or nationwide distribution of radio programming with fidelity comparable to compact discs. The FCC has issued two authorizations to

56

launch and operate satellite digital audio radio service. The FCC also has undertaken an inquiry into the terrestrial broadcast of digital audio radio service signals, addressing, among other things, the need for spectrum outside the existing FM band and the role of existing broadcasters.

      In January 1999, the FCC proposed to license new 1000 watt and 100 watt low-power FM radio stations, and also sought comment on establishing a third micro-radio class at power levels from one to ten watts. In addition, the FCC has authorized an additional 100 kHz of bandwidth for the AM band and on March 17, 1997, adopted an allotment plan for the expanded band, which identified the 88 AM radio stations selected to move into the band. At the end of a five-year transition period, those licensees will be required to return to the FCC either the license for their existing AM band station or the license for the expanded AM band station.

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

      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.

      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, have been increasingly active recently in their review of radio station acquisitions, particularly where an operator proposes to acquire additional stations in its existing markets.

      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 agencies decide which of them will investigate the transaction. If the investigating agency determines that the transaction does not raise significant antitrust issues, then 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.

      In June 1998, we received a civil investigative demand from the Antitrust Division of the Department of Justice requesting certain information regarding our acquisition of radio stations in Redding, California. We have responded to the information request and the matter is still pending. See the “Legal Proceedings” section of this prospectus.

57

      As part of its increased scrutiny of radio station acquisitions, 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, we will not 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.

58

MANAGEMENT

Directors and Executive Officers

      The following table sets forth the names, ages and positions of our directors and executive officers:

	Age as of
	December 15,
Name	1999		Position
Terry S. Jacobs		57	Chairman of the Board, Chief Executive Officer, Treasurer and director
William L. Stakelin		57	President, Chief Operating Officer, Secretary and director
Joel M. Fairman		70	Vice Chairman and director
Fred L. Murr		52	Senior Vice President
Anthony A. Vasconcellos		34	Vice President and Chief Financial Officer
Matthew A. Yeoman		34	Vice President-Finance
William H. Ingram		60	director
R. Glen Mayfield		58	director
Richard H. Patterson		41	director
John H. Wyant		53	director
Kenneth J. Hanau		34	director
William P. Sutter, Jr.		42	director

      Terry S. Jacobs has been our Chairman of the Board, Chief Executive Officer, Treasurer and a director since our incorporation in November 1996. Mr. Jacobs served as president and chief executive officer of a privately-held radio broadcast company which he co-founded in 1993 under the name “Regent Communications, Inc.” (Regent I) and which acquired and operated 16 radio stations until its merger into Jacor Communications, Inc. in February 1997. Mr. Jacobs currently serves as a director of National Grange Mutual Insurance Company.

      William L. Stakelin has been our President, Chief Operating Officer, Secretary and a director since our incorporation in November 1996. He served as executive vice president and chief operating officer of Regent I 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 until its sale to Regent I in 1995. He currently serves as a director of the Associated Press and the Radio Advertising Bureau.

      Joel M. Fairman has been our Vice Chairman of the Board of Directors since our merger with Faircom in June 1998. Mr. Fairman founded and organized Faircom in April 1984 and was its chairman of the board, chief executive officer and treasurer from its inception to the date of the merger with us. Prior to 1984, he was an investment banking executive, and a practicing attorney focusing on corporate transactions.

      Fred L. Murr has been employed by us as Senior Vice President since August 1997. Mr. Murr entered broadcasting in 1972 as a sales representative for radio station WINN in Louisville, Kentucky, which at that time was owned by Bluegrass Broadcasting Co., a company operated by Mr. Stakelin. Mr. Murr joined Apollo Radio Ltd. when that company was formed by Mr. Stakelin in 1988, serving in the capacity as vice president/ general manager of KUDL/ KMXV in Kansas City, Missouri. In October 1995, he joined Regent I upon the sale of Apollo to that company and became vice president/ general manager of a five-station group in Las Vegas, where he served until Regent I was acquired by Jacor Communications, Inc. in February 1997.

      Anthony A. Vasconcellos, a certified public accountant, joined us in September 1998 as Vice President and Chief Financial Officer. Mr. Vasconcellos served as an auditor for the international accounting firm of Coopers & Lybrand from July 1987 to September 1991. In October 1991, he joined LensCrafters, Inc., a

59

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, and from 1994 to 1998, he served as a senior financial and accounting manager for LensCrafters. His duties included oversight of the general accounting function, external and internal reporting and analysis, and development and maintenance of financial systems.

      Matthew A. Yeoman has been our Vice President-Finance and Assistant Secretary since March 1997. In 1993, he left his position with Jacor Communications, Inc. to assist Mr. Jacobs in the formation and operation of Regent I, where he held the position of controller until its merger into Jacor Communications, Inc. in February 1997.

      William H. Ingram has served as chairman of the board of directors of Waller-Sutton Management Group, Inc. since its formation in early 1997. Waller-Sutton Management Group, Inc. manages Waller-Sutton Media Partners, L.P., an investment partnership focused on the media, communications, and entertainment industries. Mr. Ingram has also served since 1973 as president and chief executive officer of Sutton Capital Associates, Inc., an investment management firm co-founded by him, specializing in cable television, wireless telephony and related industries. Mr. Ingram has served as a member of our Board of Directors since June 1998. He is also a director of Access Television Network, Inc.

      R. Glen Mayfield has served as a member of our Board of Directors since May 1997, elected under the terms of our Series A convertible preferred stock to represent the holders of that stock. From 1978 to 1997, he served as president of Mayfield & Robinson, Inc., a management and financial consulting firm in Cincinnati, Ohio and from 1997 to the present he has served as chairman of Mayfield & Robinson, Inc. Since August 1994, Mr. Mayfield has served as vice president and a director of Mayson, Inc., a corporation 50% owned by him which serves as the general partner of River Cities Management Limited Partnership, the general partner of River Cities Capital Fund Limited Partnership, which holds 50.0% of the outstanding shares of our Series A convertible preferred stock. Mr. Mayfield is also a director of NS Group, Inc.

      Richard H. Patterson has served as a vice president of Waller-Sutton Management Group, Inc. since its formation in early 1997. Since January 1999, he has served as a principal of Fairway Advisers, LLC, a firm providing advisory services. From 1986 through 1998, Mr. Patterson was a partner of Waller Capital Corporation, a privately-owned cable television brokerage firm. Mr. Patterson has served as a member of our Board of Directors since June 1998. He also serves as a director of KMC Telecom, Inc. and a number of privately-held companies.

      John H. 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 $400 million of committed capital for investment in privately held high growth companies. He has served as a member of our Board of Directors since June 1998. Mr. Wyant is also a director of Zaring National Corporation, Delicious Brands, Inc., USinternetworking, Inc., @plan, Inc. and a number of privately-held companies.

      Kenneth J. Hanau has served as a member of our Board of Directors since August 1999, elected under the terms of our Series H convertible preferred stock to represent the holders of that stock. He is a vice president of Weiss, Peck & Greer, L.L.C. and a principal of WPG Private Equity Partners, II, L.L.C. During portions of 1992 and 1994, he worked for Morgan Stanley & Co. in their mergers and acquisitions department. Mr. Hanau is a certified public accountant and began his career with Coopers & Lybrand. He also serves as a director of Color Associates, Inc., Lionheart Newspapers, Inc., Richelieu Foods, Inc. and Shelter Distribution, Inc.

      William P. Sutter, Jr. has served since 1984 as a vice president of Mesirow Financial Services, Inc., a Chicago-based financial services firm and the general partner of Mesirow Capital Partners VII, which holds shares of our Series K convertible preferred stock. He also has served as senior managing director of Mesirow Private Equity Investments, Inc. since July 1997. He previously served as a director of Citadel Communications and currently serves as a director of a number of privately-held companies.

60

Board Composition

      The terms of our Series K convertible preferred stock provide for the election of a Series K director by the holders of those shares voting as a class. Accordingly, on December 16, 1999, following the issuance of the Series K convertible preferred stock, the number of directors on our Board was increased from eight to nine individuals, and William P. Sutter, Jr. was added as a member of the Board.

      As of December 13, 1999, all holders of our Series K convertible preferred stock were added as parties to a stockholders’ agreement dated as of June 15, 1998. The parties to this agreement have agreed to vote all of their shares for the election to our Board of Directors of a specific group of seven individuals to be determined from time to time by particular stockholders who are parties to the agreement. This particular part of the stockholders’ agreement is expected to continue in effect beyond the closing of this offering for a period of up to five years. As a result, upon completion of this offering, holders of almost one-half of our outstanding voting power will vote all of their shares for the election of at least seven of the nine individuals to be elected to our Board of Directors. This stockholders’ agreement will make it more difficult for the purchasers in this offering to elect a member to our Board of Directors.

      This stockholders’ agreement provides that certain corporate matters, such as amendments to our charter or by-laws, mergers, acquisitions and sales of assets out of the ordinary course of business, issuance of equity or debt securities, and any change of control require the approval of an investors committee of five individuals, each of whom is designated by a particular stockholder. This investors committee currently consists of Messrs. Ingram, Patterson, Wyant, Sutter and Hanau. Effective upon completion of this offering, several of the matters that are now subject to approval rights of the investors committee will be referred by management to a committee of non-management directors for action. These matters will include acquisitions, sales of less than substantially all of our assets out of the ordinary course of business, issuance of equity and debt securities, and the incurrence or assumption of various forms of indebtedness.

      The members of this committee of directors will be selected by particular stockholders under the stockholders’ agreement and will initially be Messrs. Hanau, Ingram, Patterson, Sutter and Wyant. The full Board of Directors will act on all actions recommended by the committee. If, however, the committee votes not to recommend any such action or fails to provide any recommendation, or if the Board decides to act on any matter identified in the stockholders’ agreement for committee review without first seeking the recommendation of the committee, the Board may only approve such action or matter with the affirmative vote of two-thirds of the entire Board.

      Each of our directors holds office until the next annual meeting of stockholders and until his successor has been elected and qualified. Officers are elected by the Board of Directors and serve at its discretion.

Executive Compensation

      The following table is a summary of certain information concerning the compensation awarded or paid to, or earned by, our Chief Executive Officer and each of our other four most highly compensated executive officers during each of the last two fiscal years (three fiscal years in the case of Mr. Fairman).

Summary Compensation Table

		Annual Compensation								Long-Term Compensation
								Other Annual		Securities
Name and				Salary				Compensation		Underlying			All Other
Principal Position		Year		(a)		Bonus		(b)		Options			Compensation
Terry S. Jacobs			1998	$	214,038	$	—	$	—		608,244	(c)	$	—
	Chairman and Chief		1997		10,500		—		—		—			—
	Executive Officer
William L. Stakelin			1998		192,884		—		—		608,244	(c)		—
	President and Chief		1997		10,500		—		—		—			—
	Operating Officer

61

		Annual Compensation								Long-Term Compensation
								Other Annual		Securities
Name and				Salary				Compensation		Underlying			All Other
Principal Position		Year		(a)		Bonus		(b)		Options			Compensation
Joel M. Fairman(d)			1998		224,928		—		—		177,492	(e)		13,905	(f)
	Vice Chairman		1997		125,438		28,000		—		—			29,574	(f)
			1996		102,672		28,000		—		—			26,639	(f)
Fred L. Murr(g)			1998		110,692		—		—		25,000	(c)		—
	Senior Vice President		1997		34,615		—		—		—			—
Matthew A. Yeoman			1998		81,154		25,000		—		15,000	(c)		—
	Vice President — Finance		1997		56,539		—		—		—			—

(a)  Includes amounts deferred at the election of the recipient under our 401(k) plan.

(b)  Management believes that the aggregate amount of perquisites and other personal benefits for each year for each named executive did not exceed the lesser of $50,000 or 10.0% of his total salary and bonus for that year.

(c)  Represents the number of shares of our common stock issuable upon exercise of options granted to the named executive under our 1998 Management Stock Option Plan.

(d)  Mr. Fairman became one of our executive officers in June 1998 at the time of our merger with Faircom Inc. Compensation set forth for Mr. Fairman includes his total 1998 compensation both from us and from Faircom Inc. Compensation set forth for Mr. Fairman for 1997 and 1996 was paid by Faircom.

(e)  Represents the number of shares of our Series C convertible preferred stock issuable upon exercise of options granted to Mr.  Fairman under the Regent Communications, Inc. Faircom Conversion Stock Option Plan in connection with the merger with Faircom Inc. in June 1998.

(f)  Represents premiums paid by us or Faircom with respect to a term life insurance policy owned by Mr. Fairman and tax “gross-up” amounts with respect thereto.

(g)  Mr. Murr joined us in June 1997.

      The following table sets forth certain information with respect to stock options to purchase shares of our common stock awarded during 1998 to the executive officers listed in the Summary Compensation Table.

Options Granted in Fiscal 1998

	Individual Grants
				Percent of
				Total
	Number of			Options							Potential Realizable Value at Assumed
	Securities			Granted to							Annual Rates of Stock Price Appreciation for
	Underlying			Employees			Exercise				Option Term
	Options			in Fiscal			Price		Expiration
Name	Granted			Year(a)			($/sh)		Date		5%		10%		0%(e)
Terry S. Jacobs		608,244	(b)		46.0	%	$	5.00		6/15/08	$	1,912,606	$	4,846,921	$	—
William L. Stakelin		608,244	(b)		46.0	%		5.00		6/15/08		1,912,606		4,846,921		—
Joel M. Fairman		25,635	(c)		1.9	%		1.10		5/23/00		112,950		126,729		99,812
		16,662	(c)		1.3	%		1.20		12/04/01		76,352		90,796		63,221
		135,195	(c)		10.2	%		3.73		7/01/02		317,307		485,350		171,630
Fred L. Murr		25,000	(d)		1.9	%		5.00		8/10/08		78,612		199,218		—
Matthew A. Yeoman		15,000	(d)		1.1	%		5.00		8/10/08		47,167		119,531		—

(a)  Total options granted to all of our executive officers and other employees in 1998 were for an aggregate of 1,321,488 shares of our common stock, excluding 274,045 options exercisable for our Series C convertible preferred stock issued to employees of Faircom Inc. in replacement of their outstanding Faircom stock options upon our merger with Faircom in June 1998.

62

(b)  Represents the number of shares of our common stock issuable upon the exercise of options granted to the named executive effective June 15, 1998 under our 1998 Management Stock Option Plan. The options are exercisable in three annual installments (up to one third each year) commencing on June 15, 1999 or, if deemed to be incentive stock options, in ten annual installments (up to one tenth each year) commencing on June 15, 1998.

(c)  Represents the number of shares of our Series C convertible preferred stock issuable upon the exercise of options granted under the Regent Communications, Inc. Faircom Conversion Stock Option Plan in connection with our merger with Faircom in June 1998. All of these options are currently exercisable.

(d)  Represents the number of shares of our common stock issuable upon the exercise of options granted to the named executive on August  11, 1998 under our 1998 Management Stock Option Plan. The options are exercisable in five annual installments (up to one fifth each year) commencing on August 11, 1999.

(e)  Represents the value of options at grant-date market price.

Employment Agreements

      We have employment agreements with Terry S. Jacobs and William L. Stakelin, under which Mr. Jacobs is employed as our Chairman and Chief Executive Officer and Mr. Stakelin is employed as our President and Chief Operating Officer, each for an initial term commencing March 1, 1998 and ending April 30, 2001. Thereafter, the agreements will extend for additional three-year periods unless either party gives 60 days notice of its intent to terminate. Under their employment agreements, Mr. Jacobs is entitled to a base salary of $250,000 and Mr. Stakelin is entitled to a base salary of $225,000, which amounts are subject each 12-month period to an increase at the discretion of the Board of Directors and to a mandatory cost-of-living increase tied to the Consumer Price Index-All Items. The employment agreements also provide for Messrs. Jacobs and Stakelin to receive discretionary annual bonuses. These bonuses, if any, will be determined by our Board of Directors and based on our performance, the employee’s performance and the achievement of certain goals established for each year. In addition, the employment agreements entitle Messrs. Jacobs and Stakelin each to receive, at the discretion of the Board of Directors, grants of incentive and non-qualified options to purchase 5.5% of our common stock on a fully diluted basis; provided, however, that the aggregate number of options granted to each may not exceed 733,333 without further approval of our Board of Directors. All options have an exercise price per share determined by our Board of Directors (but not less than the greater of the per share fair market value of the underlying common stock on the date of grant and $5.00 per share). Grants of incentive stock options vest over a period of ten years (10.0% per year) and are exercisable for ten years from the date of grant. Grants of non-qualified stock options are to vest over a period of three years (33.0% per year) and have an exercise period of ten years from the date of grant. All unvested options will fully vest immediately upon a change of corporate control of Regent or a sale of substantially all of our assets. The employment agreements also provide for Messrs. Jacobs and Stakelin to receive use of an automobile, parking and automobile insurance coverage at our expense and other benefits generally available to key management employees.

      Messrs. Jacobs and Stakelin may terminate their agreements for any reason upon 90 days notice and we may terminate their agreements at any time. In the event of a termination by reason of the employee’s death or disability or in the event of a termination by us without cause, then (a) we are required to purchase, and the employee is required to sell to us, (i) all shares of our stock owned by him at a price equal to its fair market value as of the date of termination and (ii) all vested stock options held by him at a price equal to the excess of the fair market value of the underlying stock over the exercise price, or, if there is no such excess, then for $100, (b) all unvested options will terminate, and (c) the employee 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. In the case of termination due to death or disability, the employee is also entitled to a prorated portion of any bonus to which he otherwise would have been entitled. If employment is terminated by us without cause, the employment agreements entitle Mr. Jacobs or Mr. Stakelin, 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 three-year term of the employment agreement. Messrs. Jacobs and Stakelin are subject to customary non-competition and non-solicitation covenants during their period of employment

63

with us and for an 18-month period thereafter (12 months in the case of a termination of employment by us without cause where severance is being paid) as well as customary confidentiality covenants.

      Joel M. Fairman is currently employed by us as Vice Chairman of our Board of Directors under a two-year employment agreement, commencing on June 15, 1998. As part of the merger with Faircom Inc. in June 1998, we agreed to continue to engage Mr. Fairman as a consultant for the one-year period thereafter in accordance with the terms of a standard consulting agreement to be entered into between Mr. Fairman and us at that time. During the term of the employment agreement and the one-year consultancy period, Mr. Fairman is entitled to receive annual base compensation equal to $190,000.

      The employment agreement provides for Mr. Fairman to receive a discretionary annual bonus in an amount as may be determined by our Board of Directors based on our performance, Mr. Fairman’s performance and the achievement of certain goals established each year. In addition, Mr. Fairman is eligible to receive grants of incentive or non-qualified options to acquire our capital stock under our 1998 Management Stock Option Plan at the discretion of the Compensation Committee of the Board of Directors. Under the agreement, we are also obligated to continue the lease formerly utilized by Faircom at Suite 220, Old Brookville, New York, under the existing lease terms through the end of the employment and consultation periods. The agreement also provides for a term life insurance policy paid for by us. The employment agreement also contains our agreement to seek to cause Mr. Fairman to be elected and re-elected to our Board of Directors to serve throughout the term of his employment and consultancy with us and for two years thereafter, except if his employment has been terminated for cause.

      Mr. Fairman’s employment agreement is terminable by him upon 90 days prior written notice and is terminable by us at any time. In the event of a termination by reason of Mr. Fairman’s death or disability or in the event of a termination by us without cause, Mr. Fairman would be 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. In the case of termination due to death or disability, Mr. Fairman would also be entitled to a pro-rated portion of any bonus to which he otherwise would have been entitled. If employment is terminated by us without cause, the employment agreement entitles Mr. Fairman to receive, in addition to his base salary and any bonus pro-rated through the date of termination, the greater of his base salary for an additional 12-month period or his base salary throughout the remaining portion of his employment term and consultancy period. Mr. Fairman is subject to customary non-competition and non-solicitation covenants during his period of employment and consultancy with us and for an 18-month period thereafter (except in the case of a termination of employment by us without cause), as well as customary confidentiality covenants.

Stock Options

      An employee stock option plan known as the Regent Communications, Inc. 1998 Management Stock Option Plan (the “Management Plan”) was adopted by our Board of Directors and approved by our stockholders, effective January 1, 1998. The Management Plan provides for the issuance of options to purchase up to 2,000,000 shares of our common stock to those of our full-time, salaried employees and our subsidiaries who are determined by the Compensation Committee of the Board of Directors to be key management employees whose performance merits special recognition. As of December 15, 1999, 17 employees were eligible to participate in the plan and a total of 1,629,166 stock options were outstanding under the plan.

      The Management Plan permits the granting of incentive stock options under Section 422 of the Internal Revenue Code, as well as non-qualified stock options. The exercise price of the stock options are determined by the Compensation Committee but in no case may the exercise price be less than the fair market value of the underlying stock on the date of grant (110.0% of the fair market value for incentive stock options granted to any 10.0% stockholder). Regent common stock underlying options that expire or are surrendered unexercised become available for reissuance under the plan. Options granted under the Management Plan may be exercisable for up to ten years following the date of grant, except that incentive stock options granted to employees who own more than 10.0% of our voting shares may not be exercisable beyond five years from the date of grant. The Compensation Committee is authorized to determine all other terms of the options under the Management Plan including vesting and termination. Upon a participant’s termination of employment for any reason other than death or disability vested options will remain exercisable for up to

64

three months. Upon a participant’s termination due to disability, the vested options will remain exercisable for one year and upon a participant’s death, vested options will remain exercisable for up to six months. Unvested options will be forfeited upon a termination for any reason. Unless earlier terminated by the Board of Directors, the Management Plan will terminate December 31, 2007.

      Effective June 15, 1998, our Board of Directors adopted the Regent Communications, Inc. Faircom Conversion Stock Option Plan (the “Conversion Plan”), which provides substitute options for those previously granted under the Faircom Inc. Stock Option Plan (the “Faircom Plan”). In exchange for relinquishing their rights in the Faircom Plan, five former officers and members of Faircom’s Board of Directors were granted options to purchase an aggregate of 274,045 shares our Series C convertible preferred stock at exercise prices determined under Section 424 of the Internal Revenue Code to preserve the relative value of the previously granted option. Options granted under the Conversion Plan are fully vested and are exercisable for the same period as those previously granted under the Faircom Plan, the latest of which expires on July 1, 2002, whereupon the Conversion Plan will terminate. Following completion of this offering, upon an exercise of these options the holders will receive shares of our common stock instead of Series C convertible preferred stock.

Retirement Plans

      Effective January 1, 1997, we established the Regent Communications, Inc. 401(k) Profit Sharing Plan and Trust, a cash or deferred profit sharing plan, for the benefit of our nonunion employees. For the initial plan year, eligible employees age 21 or older on December 15, 1997 became participants in the plan. For all subsequent years, eligible employees who meet the minimum eligibility requirements of age 21, 12 consecutive months of employment and 1,000 hours of service in such 12-month period will become participants. The retirement plan is a qualified plan under Section 401(a) of the Internal Revenue Code. Employees may defer up to 15% of their compensation under the plan and we have the discretion, but are not obligated, to make non-elective contributions and profit sharing contributions. As of December 31, 1998, no non-elective or profit sharing contributions had been made to the plan and none of our officers or directors had made any salary deferral elections under the plan.

      Effective June 15, 1998, we assumed the sponsorship of the Regent Communications, Inc. Merger Employee 401(k) Retirement Plan (formerly known as the Faircom Inc. Employee 401(k) Retirement Plan), a cash or deferred profit sharing plan, for the benefit of our nonunion employees on the payroll of Regent Broadcasting of Flint, Inc. and Regent Broadcasting of Mansfield, Inc. Eligible employees who meet the minimum eligibility requirements of age 21, 12 consecutive months of employment and 1,000 hours of service in such 12-month period will become participants. The retirement plan is a qualified plan under Section 401(a) of the Internal Revenue Code. Employees may defer up to 15% of their compensation under the plan and we have the discretion, but are not obligated, to make non-elective contributions and profit sharing contributions. As of December 31, 1998, no non-elective or profit sharing contributions had been made to the plan and none of our officers or directors had made any salary deferral elections under the plan. Effective January 1, 2000, this plan will no longer accept new participants and all further contributions to the plan will cease. This plan will be maintained for the benefit of the existing participants until such time as all participant accounts are transferred to an existing plan or distributed to participants under the terms of the plan. Current participants and those employees who would otherwise have become eligible to participate in this plan are instead eligible to participate in the Regent 401(k) Plan.

Director Compensation

      Each of our directors is either one of our employees or serves as a director under the terms of a series of our convertible preferred stock representing the holders thereof and, as such, does not receive compensation for his services as a director; however, each director is reimbursed for the reasonable out-of-pocket expenses incurred by him in connection with his duties as a director, including attending meetings of our Board and any committees thereof.

65

Compensation Committee Interlocks And Insider Participation

      In August 1998, our Board of Directors established the Compensation Committee, consisting of three members, Messrs. Ingram, Patterson and Wyant. Prior to August 1998, our Board of Directors as a whole served the function of a compensation committee. None of the members of the Compensation Committee is an employee.

      Series F Convertible Preferred Stock. Under the terms of a stock purchase agreement dated as of June 15, 1998 to which we, Waller-Sutton Media Partners, L.P., Mr. Ingram and the other purchasers named therein are parties, we have issued a total of 4,100,000 shares of our Series F convertible preferred stock at a purchase price of $5.00 per share. Of these shares, 2,000,005 shares were issued to Waller-Sutton Media Partners, L.P. and 100,000 shares were issued to Mr. Ingram. Messrs. Ingram and Patterson, who are members of our Board of Directors, are managing members of the general partner of Waller-Sutton Media Partners, L.P. and directors and executive officers of the managing agent of Waller-Sutton Media Partners, L.P.

      Under the terms of the Series F stock purchase agreement, Waller-Sutton Management Group, Inc. receives an annual monitoring fee of $75,000. Mr. Ingram is a stockholder of Waller-Sutton Management Group, Inc.

      Series G Convertible Preferred Stock. On January 11, 1999, we issued an aggregate of 372,406 shares of our Series G convertible preferred stock at a purchase price of $5.00 per share to the following existing stockholders:

Stockholder	No. of Shares
Blue Chip Capital Fund II Limited Partnership		315,887
Terry S. Jacobs		50,000
William L. Stakelin		3,200
Joel M. Fairman		3,319

      Messrs. Jacobs, Stakelin and Fairman are executive officers and members of our Board of Directors. Mr. Wyant, a member of our Board of Directors and of our Compensation Committee, is a beneficial owner and manager of the general partner of Blue Chip Capital Fund II Limited Partnership. Our Board of Directors, with Messrs. Jacobs, Stakelin, Fairman and Wyant abstaining, determined the fair market value of the shares of Series G convertible preferred stock on January 11, 1999 to be $5.00 per share.

      Series H Convertible Preferred Stock. As of June 21, 1999, we entered into stock purchase agreements with certain of our existing stockholders for the sale of a total of 1,999,999 shares of our Series H convertible preferred stock at $5.50 per share. Of the shares issued under these agreements, 363,636 shares were issued to Blue Chip Capital Fund II Limited Partnership and 90,909 shares were issued to Waller-Sutton Media Partners, L.P.

      Series K Convertible Preferred Stock. On November 24, 1999, we entered into stock purchase agreements with certain of our existing stockholders and several new investors for the sale of a total of 3,545,453 shares of our Series K convertible preferred stock at $5.50 per share. Of the shares issued under these agreements, 363,636 shares were issued to Blue Chip Capital Fund III Limited Partnership. Mr. Wyant is a beneficial owner and member of the general partner of Blue Chip Capital Fund III Limited Partnership.

      Registration Rights Agreement. We are a party to a registration rights agreement dated as of June 15, 1998, as amended, with Waller-Sutton Media Partners, L.P., William H. Ingram, Terry S. Jacobs, William L. Stakelin, River Cities Capital Fund Limited Partnership, Blue Chip Capital Fund II Limited Partnership, Miami Valley Venture Fund L.P. and others. Under this agreement, upon a demand made by Waller-Sutton Media Partners, L.P. at any time (or, after July 1, 2000, Waller-Sutton or the holders of at least 10.0% of our outstanding common stock), we are required to register under the Securities Act the shares of our common stock owned by these holders. In addition, the parties to the agreement have the right to join in any registration of our equity securities. In connection with this offering, the time period, within which any party to this registration rights agreement who wished to exercise its registration rights was required to do so, has expired or such rights have been waived.

66

PRINCIPAL STOCKHOLDERS

      The following table sets forth information with respect to beneficial ownership of our capital stock as of December 15, 1999 and after giving effect to this offering by (i) persons known to us to be beneficial owners of more than 5.0% of a class of our securities, (ii) each of our directors, (iii) each of our executive officers named in the Summary Compensation Table and (iv) all of our named executive officers and all directors, as a group.

      Our outstanding capital stock consists of 240,000 shares of common stock and 17,050,851 shares of convertible preferred stock designated in nine separate series. Immediately upon completion of this offering, all shares of our convertible preferred stock will be redeemed or converted into shares of our common stock on a one-for-one basis, and all outstanding warrants and options exercisable for shares of our convertible preferred stock will become exercisable for the same number of shares of our common stock. Accordingly, the share numbers and percentages set forth below assume the conversion of all outstanding shares of convertible preferred stock into shares of common stock on a one-for-one basis, other than the Series B convertible preferred stock, which is convertible on a one-half-for-one basis, and which will be redeemed for cash upon completion of this offering.

				Percentage
				of Common Stock(b)
	Total Shares of
	Common Stock			Before			After
	Beneficially Owned(a)			Offering			Offering
Waller-Sutton Media Partners, L.P.		3,141,554	(c)		18.0	%		10.3	%
Blue Chip Venture Company, Ltd.		3,046,356	(d)		18.1			10.2
WPG Corporate Development Associates V, L.L.C. and affiliated fund		2,975,352	(e)		17.6			10.0
Mesirow Capital Partners VII		1,818,181	(f)		10.8			6.1
General Electric Capital Corporation		1,099,998	(g)		6.5			2.0
The Prudential Insurance Company of America		1,181,818	(h)		7.0			3.4
BMO Financial, Inc.		1,000,000	(i)		6.0			4.0
River Cities Capital Fund Limited Partnership		599,999	(j)		3.6			2.0
Terry S. Jacobs		646,081	(k)		3.8			2.2
William L. Stakelin		319,281	(l)		1.9			1.1
Joel M. Fairman		350,000	(m)		2.1			1.2
John H. Wyant		3,046,356	(d)		18.1			10.2
Kenneth J. Hanau		2,975,352	(e)		17.6			10.0
William H. Ingram		3,251,554	(c)(n)		18.6			10.7
Richard H. Patterson		3,141,554	(c)		18.0			10.3
R. Glen Mayfield		599,999	(j)		3.6			2.0
William P. Sutter, Jr.		1,818,181	(f)		10.8			6.1
Fred L. Murr		5,000	(o)		*			*
Anthony A. Vasconcellos		5,000	(o)		*			*
Matthew A. Yeoman		3,000	(o)		*			*
All named executive officers and directors as a group (12 persons)		13,019,804	(p)		71.4			41.8

*  Less than 1.0%.

(a)

The Securities and Exchange Commission has defined “beneficial ownership” to include sole or shared voting or investment power with respect to a security or the right to acquire beneficial ownership within 60 days. The number of shares indicated are owned with sole voting and investment power unless otherwise noted and includes certain shares held in the name of affiliated companies as to which beneficial ownership may be disclaimed. Addresses of 5.0% beneficial owners appear in the notes below.

(b)

Shares issuable upon exercise of options or warrants within 60 days are deemed to be outstanding for the purpose of computing the percentage ownership and overall voting power of persons believed to own beneficially those securities, but have not been deemed to be outstanding for the purpose of computing the percentage ownership or overall voting power of any other person. In other words, the percent of common stock specified for each beneficial owner represents the highest percentage of common stock

67

	that owner could own, assuming that owner exercises all options and warrants that are exercisable by him within 60 days and assuming that no other beneficial owner exercises options or warrants.
(c)	Represents 2,491,554 shares and warrants currently exercisable for 650,000  shares held in the name of Waller-Sutton Media Partners, L.P. William H. Ingram and Richard H. Patterson, two of our directors, are managing members of Waller-Sutton Media, LLC, the general partner of Waller-Sutton Media Partners, L.P., and are directors, executive officers and stockholders of Waller-Sutton Management Group, Inc., the managing agent of Waller-Sutton Media Partners, L.P. Messrs. Ingram and Patterson have advised us that they share voting power with respect to the securities held by Waller-Sutton Media Partners, L.P. The address of Waller-Sutton Media Partners, L.P. and Mr. Ingram is One Rockefeller Plaza, New York, New York, 10112. Mr. Patterson’s address is 10 Town Square, Suite 200, Chatham, New Jersey 07928.
(d)	Represents 2,382,241 shares held by Blue Chip Capital Fund II Limited Partnership; 300,479 shares held by Miami Valley Venture Fund L.P.; and 363,636 shares held by Blue Chip Capital Fund III Limited Partnership. Blue Chip Venture Company, Ltd. is the general partner of Blue Chip Capital Fund II Limited Partnership and Blue Chip Capital Fund III Limited Partnership and is an affiliate of a special limited partner and portfolio manager of Miami Valley Venture Fund L.P. Blue Chip Venture Company, Ltd. has indicated that it exercises sole voting and dispositive power over the indicated shares. John H. Wyant, one of our directors, is a beneficial owner and manager of Blue Chip Venture Company, Ltd. Mr. Wyant exercises shared voting and investment powers with respect to the securities beneficially owned by Blue Chip Venture Company, Ltd., but disclaims beneficial ownership of those securities. The address of these entities and Mr. Wyant is 1100 Chiquita Center, 250 East Fifth Street, Cincinnati, Ohio 45202.
(e)	Represents 2,464,162 shares and warrants currently exercisable for 112,580  shares held by WPG Corporate Development Associates V, L.L.C. and 381,190 shares and warrants currently exercisable for 17,420 shares held by WPG Corporate Development Associates (Overseas) V, L.P. WPG Corporate Development Associates V, L.L.C. and WPG Corporate Development Associates (Overseas) V, L.P. are private equity funds sponsored by Weiss, Peck & Greer LLC. WPG Private Equity Partners II (Overseas), L.L.C. and WPG CDA V (Overseas), Ltd. are the sole general partners of WPG Corporate Development Associates (Overseas) V, L.P. WPG Private Equity Partners II (Overseas), L.L.C. and WPG CDA V (Overseas), Ltd. have indicated that they share voting and dispositive power over the indicated shares held by WPG Corporate Development Associates (Overseas) V, L.P. Kenneth J. Hanau, one of our directors, is a beneficial owner of both WPG Private Equity Partners II (Overseas), L.L.C. and WPG CDA V (Overseas), Ltd. WPGPE Fund Advisor II, L.L.C. is the Fund Investment Advisor Member of WPG Corporate Development Associates V, L.L.C. WPGPE Fund Advisor II, L.L.C. has indicated that it exercises sole voting and dispositive power over the indicated shares held by WPG Corporate Development Associates V, L.L.C. Mr. Hanau is a member and beneficial owner of WPGPE Fund Advisor II, L.L.C. Mr. Hanau exercises shared voting and investment powers with respect to the securities beneficially owned by WPG Corporate Development Associates V, L.L.C. and WPG Corporate Development Associates (Overseas)  V, L.P., but disclaims beneficial ownership of those securities. The address of these entities and Mr. Hanau is One New York Plaza, New York, New York 10004.
(f)	Represents 1,818,181 shares held by Mesirow Capital Partners VII. William P. Sutter, Jr., one of our directors, is a vice president of Mesirow Financial Services, Inc., the general partner of Mesirow Capital Partners VII. Mr. Sutter exercises shared voting and investment powers with respect to the securities beneficially owned by Mesirow Capital Partners VII, but disclaims beneficial ownership of those securities. The address of Mesirow Capital Partners VII and Mr. Sutter is 350 N. Clark, Chicago, Illinois 60610.
(g)	Represents: (A) 1,000,000 shares of Series B senior convertible preferred stock, convertible at any time into a total of 500,000 shares of common stock, which will be redeemed in full upon the closing of this offering; (B) 499,998 shares of Series F convertible preferred stock, convertible at any time into common stock on a one-for-one basis; and (C) warrants to purchase 100,000 shares of common stock. The

68

address of General Electric Capital Corporation is 3379 Peachtree Road N.E., Suite 600, Atlanta, Georgia 30326.

(h)	Represents 1,000,000 shares held by The Prudential Insurance Company of America, 109,091 shares held by The Roman Arch Fund L.P. and 72,727 shares held by The Roman Arch Fund II L.P. The Roman Arch Funds are investment funds for the benefit of senior officers of Prudential Securities, Inc., a subsidiary of The Prudential Insurance Company of America. The address of The Prudential Insurance Company of America is One Gateway Center, 11th Floor, Newark, New Jersey 07102. The address for The Roman Arch Fund L.P. and The Roman Arch Fund II L.P. is One New York Plaza, 18th Floor, New York, New York 10292.
(i)	In certain limited circumstances, the shares of common stock held by BMO Financial, Inc. would not have voting rights in excess of 4.9% of our aggregate voting power. The address of BMO Financial, Inc. is 430 Park Avenue, New York, New York 10022.
(j)	Represents 499,999 shares and warrants currently exercisable for 100,000 shares held by River Cities Capital Fund Limited Partnership. R. Glen Mayfield, one of our directors, is the vice president, a director and a 50.0% stockholder of Mayson, Inc., the general partner of River Cities Management Limited Partnership, which is the general partner of River Cities Capital Fund Limited Partnership. Mr. Mayfield exercises sole voting and investment powers over the securities held by River Cities Capital Fund Limited Partnership, but disclaims beneficial ownership of those securities. The address of River Cities Capital Fund Limited Partnership and Mr. Mayfield is 221 E. Fourth Street, Suite 1900, Cincinnati, Ohio 45202.
(k)	Includes options exercisable within 60 days for up to 176,081 shares. Mr.  Jacobs’s address is c/o Regent Communications, Inc., 50 E. RiverCenter Boulevard, Suite 180, Covington, Kentucky 41011.
(l)	Includes options exercisable within 60 days for up to 176,081 shares. Mr.  Stakelin’s address is c/o Regent Communications, Inc., 50 E. RiverCenter Boulevard, Suite 180, Covington, Kentucky 41011.
(m)	Includes options exercisable within 60 days for up to 177,492 shares. Mr.  Fairman’s address is c/o Regent Communications, Inc., 333 Glen Head Road, Old Brookville, New York 11545.
(n)	Includes 100,000 shares and warrants currently exercisable for 10,000 shares held by Mr. Ingram, one of our directors.
(o)	Represents options exercisable within 60 days for up to the number of shares indicated. The address for each of Messrs. Murr, Vasconcellos and Yeoman is c/o Regent Communications, Inc., 50 E. RiverCenter Boulevard, Suite 180, Covington, Kentucky 41011.
(p)	See Notes (c), (d), (e), (f), (j), (k), (l), (m) and (n) above.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On January 6, 1999, Terry S. Jacobs, our Chairman and Chief Executive Officer and a director, made a $250,000 unsecured loan to us. The promissory note evidencing the loan provided for interest on the unpaid principal balance to be paid to Mr. Jacobs at the annual rate equal to the effective annual percentage rate paid by Mr. Jacobs to third parties for such funds. The purpose of the loan was to provide us with funds on a short-term basis to cash collateralize a letter of credit used by us as an escrow deposit in connection with our pending acquisition of radio stations in the St. Cloud, Minnesota market. The principal amount of the loan was repaid in full on February 26, 1999, with interest of $4,125.

      We obtain all of our property and casualty insurance and director and officer liability insurance coverages through Jacobs Insurance Agency, Inc., an insurance brokerage firm owned by Mr. Jacobs and members of his immediate family. In 1998, we paid $221,500 in insurance premiums to Jacobs Insurance Agency, Inc. Of that amount, $37,500 constituted commission income retained by the agency. We believe that our insurance cost is comparable to or less than the cost of insurance which we would be able to obtain through unaffiliated third parties for comparable coverages.

69

      As part of the merger with Faircom Inc. in June 1998, River Cities Capital Fund Limited Partnership purchased from us 100,000 shares of our Series F convertible preferred stock for $5.00 per share and received, in connection therewith, a five-year warrant to purchase 20,000 shares of our common stock at an exercise price of $5.00 per share. River Cities’ acquisition on June 15, 1998 of the Series F convertible preferred stock and related warrant was part of the placement of a total of 2,050,000 shares of the Series F convertible preferred stock made under the terms of a certain stock purchase agreement dated as of June 15, 1998 among River Cities, Waller-Sutton Media Partners, L.P., William H. Ingram, the other purchasers named therein and us, and was on the same terms as the other purchasers under that agreement.

70

DESCRIPTION OF CAPITAL STOCK

General

      Our authorized capital stock consists of 100,000,000 shares of capital stock, consisting of 60,000,000 shares of common stock, par value $.01 per share, and 40,000,000 shares of preferred stock, par value $.01 per share. We currently have issued and outstanding 240,000 shares of common stock and 17,050,851 shares of convertible preferred stock, classified in nine different series. All the shares of preferred stock are being either redeemed or converted into an equal number of shares of common stock concurrently with this offering.

      Immediately following the offering and the conversion or redemption of all convertible preferred stock, there will be 29,740,851 shares of common stock and no shares of preferred stock outstanding.

      We hold, directly or indirectly, licenses from the FCC to conduct our business and these licenses are conditioned upon some or all of the holders of our capital stock possessing prescribed qualifications. Under the provisions of our charter, our capital stock is subject to redemption by us, to the extent necessary to prevent the loss of or to reinstate any of these licenses. Such redemption would be for cash, property or rights, including other securities issued by us, at such time or times as our Board of Directors should determine upon notice, and would follow the same procedures as are applicable to redemption of our preferred stock. The redemption price would be equal to the greater of the amount of its liquidation preference or its fair market value.

Voting Rights of Common Stock

      Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders.

Dividends on Common Stock

      The holders of our common stock are entitled to receive, pro rata, dividends as may be declared by our Board of Directors out of funds legally available for the payment of dividends.

Other Provisions Applicable to the Common Stock

      There are no preemptive rights to subscribe for any additional securities that we may issue. There are no redemption provisions or sinking fund provisions applicable to our common stock, nor is our common stock subject to calls or assessments by us.

      In the event of any liquidation, dissolution or winding up of our affairs, holders of our common stock will be entitled to share ratably in our assets remaining after payment or provision for payment of all of our debts and obligations and liquidation payments to holders of any outstanding shares of presently undesignated preferred stock that has a liquidation preference.

Undesignated Preferred Stock

      Our Board of Directors has the authority, subject to the limitations prescribed by law and the provisions of our charter, to provide for the issuance of up to 40,000,000 shares of undesignated shares of preferred stock in series, to establish from time to time the number of shares to be included in each of these series, and to fix the designations, powers, preferences and rights of the shares of each series and the qualifications, limitations or restrictions thereof. Among the specific matters that may be determined by the Board of Directors are the number of shares constituting each series and the distinctive designation thereof; the dividend rate, whether dividends will be cumulative, and the relative rights of priority, if any, on the payment of dividends; whether the series will have voting rights in addition to the voting rights provided by law, and, if so, the terms of those voting rights; whether the series will have conversion privileges, and if so, the terms of the conversion, including provision for adjustment of the conversion rate; redemption rights and the terms thereof; whether the series will have a sinking fund and if so, the terms and amount of the sinking fund; and the rights of the shares of the series in the event of our voluntary or involuntary liquidation, dissolution or

71

winding up, and the relative rights of priority, if any, of payment of shares of these series. Any undesignated preferred stock issued by us may:

•  rank prior to the common stock as to dividend rights, liquidation preference or both;

•  have full or limited voting rights; and

•  be convertible into shares of common stock.

      The issuance of undesignated preferred stock could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring or seeking to acquire, a significant portion of our outstanding common stock.

Certain Anti-Takeover Effects

      Bylaws. The provisions of our bylaws summarized in the following paragraphs may be deemed to have anti-takeover effects. These provisions may have the effect of discouraging a future takeover attempt that is not approved by the Board of Directors, but that individual stockholders may deem to be in their best interests or in which stockholders may receive a substantial premium for their shares over then-current market prices. As a result, stockholders who might desire to participate in such a transaction may not have an opportunity to do so.

      Number of Directors and Filling Vacancies. Our bylaws provide that the number of directors shall be fixed from time to time by the vote of a majority of the Board of Directors. Our bylaws further allow a majority of the incumbent directors to add additional directors without approval of stockholders until the next annual meeting of stockholders at which directors are elected.

      Meetings of Stockholders. Our bylaws provide that a special meeting of stockholders may be called only by the Chairman, President, or the Board of Directors or at the request of stockholders holding 20.0% or more of the outstanding voting stock, unless otherwise required by law. Our bylaws provide that only those matters set forth in the notice of the special meeting may be considered or acted upon at that special meeting unless otherwise provided by law.

Delaware General Corporation Law

      The following provisions of Title 8 of the Delaware General Corporation Law may delay or make more difficult acquisitions or changes of control of us and may make it more difficult to accomplish transactions that stockholders may otherwise believe to be in their best interests. These provisions may also have the effect of preventing changes in our management. Our charter and bylaws do not exclude us from these provisions.

      Certain Business Combinations. In general, section 203 of Title 8 of the Delaware General Corporation Law restricts the ability of a Delaware corporation whose stock is traded publicly or that has more than 2,000 stockholders to engage in any combination with an interested stockholder for three years following the date of the transaction in which the stockholder became an interested stockholder, unless: (1) the combination or triggering purchase of shares is approved by the board of directors prior to the date of the triggering purchase; (2) the combination or triggering purchase of shares is approved by the board of directors and two-thirds of the disinterested voting shares at or after the date of the triggering purchase; or (3) the triggering purchase of shares results in the interested stockholder owning at least 85.0% of the outstanding voting stock (exclusive of shares owned by directors, officers or certain employee stock plans). Interested stockholder means any person, other than the corporation and its subsidiaries, who is:

•  the beneficial owner, directly or indirectly, of 15.0% or more of the outstanding voting shares of the corporation; or

•  an affiliate or associate of the corporation and, at any time within three years immediately before the date in question, was the beneficial owner, directly or indirectly, of 15.0% or more of the then outstanding voting shares of the corporation.

The provisions described do not apply to corporations that so elect in a charter amendment approved by a majority of the shares entitled to vote. Such a charter amendment, however, would not become effective for 12 months after its passage and would apply only to stock acquisitions occurring after its effective date. Our

72

charter does not exclude us from the restrictions imposed by these provisions. The provisions also excuse transactions in which one who does not otherwise qualify as an interested shareholder for three years prior to the business combination, inadvertently becomes an interested shareholder so long as sufficient ownership is divested as soon as practicable.

Limitations on Liabilities and Indemnification of Directors and Officers

      Limitations on Liabilities. As permitted by the General Corporation Law of Delaware, our charter contains a provision eliminating liability of directors to us and our stockholders for damages for breach of fiduciary duty as a director. The provision does not, however, eliminate or limit the personal liability of a director for:

•  acts or omissions which constitute a breach of the duty of loyalty;

•  acts or omissions which involve intentional misconduct, bad faith or a knowing violation of law;

•  unlawful distributions in violation of Section 174 of the Delaware General Corporation Law; or

•  transactions from which the director derived an improper personal benefit.

      This provision offers persons who serve on the Board of Directors protection against awards of monetary damages resulting from breaches of their fiduciary duty, except as indicated above. As a result of this provision, our ability or that of one of our stockholders to successfully prosecute an action against a director for a breach of his fiduciary duty is limited. However, the provision does not affect the availability of equitable remedies such as an injunction or rescission based upon a director’s breach of his fiduciary duty. The Securities and Exchange Commission has taken the position that the provision will have no effect on claims arising under the federal securities laws.

      Indemnification. Our charter and bylaws provide for mandatory indemnification rights to the maximum extent permitted by applicable law, subject to limited exceptions, to any of our directors or officers who, by reason of the fact that he or she is a director or officer is involved in a legal proceeding of any nature. These indemnification rights include reimbursement for expenses incurred by a director or officer in advance of the final disposition of the proceeding in accordance with the applicable provisions of Chapter 145 of the Delaware General Corporation Law. We also maintain directors’ and officers’ liability insurance.

Transfer Agent and Registrar

      Fifth Third Bank, Cincinnati, Ohio is the transfer agent and registrar for our common stock.

SHARES ELIGIBLE FOR FUTURE SALE

      Prior to this offering, there has been no public market for our common stock. The market price of our common stock could drop due to sales of a large number of shares of our common stock or the perception that these sales could occur. These factors could also make it more difficult to raise funds through future offerings of common stock.

      After this offering, 29,740,851 shares of common stock will be outstanding, 31,743,351 shares if the underwriters exercise their over-allotment option in full. Of these shares, the 13,350,000 shares sold in this offering, 15,352,500 shares if the underwriters exercise their over-allotment option in full, will be freely tradable without restriction under the Securities Act except for any shares purchased by “affiliates” of Regent as defined in Rule 144 under the Securities Act. Of the remaining 16,390,851, a total of 15,323,980 shares

73

will be “restricted securities” within the meaning of Rule 144 under the Securities Act. An aggregate of 15,223,980 of these shares will become available for resale in the public market as shown in the chart below:

		Date of availability for resale
Number of shares		into public market
	10,078,820	180 days after the date of this prospectus due to a lock-up agreement these stockholders have with Prudential Securities. However, Prudential Securities can waive this restriction at any time and without notice.
	5,326,069	Between 181 and 365 days after the date of this prospectus due to the requirements of the federal securities laws.

      The restricted securities generally may not be sold unless they are registered under the Securities Act or are sold pursuant to an exemption from registration, such as the exemption provided by Rules 144 or 701 under the Securities Act.

      We, our officers and directors and their affiliates, the holders of a majority of our common stock issued upon conversion of our Series C convertible preferred stock and substantially all holders of common stock issued upon conversion of all other series of our convertible preferred stock will have entered into lock-up agreements under which we and they agree not to offer or sell any shares of common stock or securities convertible into or exchangeable or exercisable for shares of common stock for a period of 180 days from the date of this prospectus without the prior written consent of Prudential Securities, on behalf of the underwriters. Prudential Securities may, at any time and without notice, waive any of the terms of these lock-up agreements specified in the underwriting agreement. Following the lock-up period, these shares will not be eligible for sale in the public market without registration under the Securities Act unless these sales meet the conditions and restrictions of Rules 144 or 701 as described below.

      As restrictions on resale end, the market price of our common stock could drop significantly if the holders of these restricted shares sell them, or are perceived by the market as intending to sell them.

      In general, under Rule 144 as currently in effect, any person (or persons whose shares are aggregated), including an affiliate, who has beneficially owned shares for a period of at least one year is entitled to sell, within any three-month period, a number of shares that does not exceed the greater of:

•  1.0% of the then-outstanding shares of common stock; and

•  the average weekly trading volume in the common stock during the four calendar weeks immediately preceding the date on which the notice of the sale on Form 144 is filed with the Securities and Exchange Commission.

      Sales under Rule 144 are also subject to provisions relating to notice and manner of sale and the availability of current public information about us.

      In addition, a person (or persons whose shares are aggregated) who has not been an affiliate of us at any time during the 90 days immediately preceding a sale, and who has beneficially owned the shares for at least two years, would be entitled to sell such shares under Rule 144(k) without regard to the volume limitation and other conditions described above. Therefore, unless otherwise restricted, Rule 144(k) shares may be sold immediately upon the completion of this offering. The foregoing summary of Rule 144 is not intended to be a complete description.

      Subject to limitations on the aggregate offering price of a transaction and other conditions, Rule 701 may be relied upon with respect to the resale of securities originally purchased from us by our employees, directors, officers, consultants or advisors prior to the date the issuer becomes subject to the reporting requirements of the Exchange Act. To be eligible for resale under Rule 701, shares must have been issued pursuant to written compensatory benefit plans or written contracts relating to the compensation of such persons. In addition, the SEC has indicated that Rule 701 will apply to typical stock options granted by an

74

issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options (including exercises after the date of the offering). Securities issued in reliance on Rule 701 are restricted securities and, subject to the contractual restrictions described above, beginning 90 days after the date of this prospectus, may be sold by persons other than affiliates, subject only to the manner of sale provisions of Rule 144, and by affiliates, under Rule 144 without compliance with its one-year minimum holding period requirements. The foregoing summary of Rule 701 is not intended to be a complete description.

75

UNDERWRITING

      We have entered into an underwriting agreement with the underwriters named below, for whom Prudential Securities Incorporated, Morgan Stanley & Co. Incorporated and Schroder & Co. Inc. are acting as representatives. We are obligated to sell, and the underwriters are obligated to purchase, all of the shares offered on the cover page of this prospectus, if any are purchased. Subject to certain conditions in the underwriting agreement, each underwriter has severally agreed to purchase the shares indicated opposite its name:

		Number
		of Shares
Underwriters
Prudential Securities Incorporated
Morgan Stanley & Co. Incorporated
Schroder & Co. Inc.
	Total		13,350,000

      The underwriters may sell more shares than the total number of shares offered on the cover page of this prospectus and they have, for a period of 30 days from the date of this prospectus, an over-allotment option to purchase up to 2,002,500 additional shares from us. If any additional shares are purchased, the underwriters will severally purchase the shares in the same proportion as per the table above.

      The representatives of the underwriters have advised us that the shares will be offered to the public at the offering price indicated on the cover page of this prospectus. The underwriters may allow to selected dealers a concession not in excess of $     per share and these dealers may allow a concession not in excess of $     per share to certain other dealers. After the shares are released for sale to the public, the representatives may change the offering price and the concessions.

      We have agreed to pay to the underwriters the following fees, assuming both no exercise and full exercise of the underwriters’ over-allotment option to purchase additional shares:

	Total Fees
	Fee	Without Exercise of	Full Exercise of
	Per Share	Over-Allotment Option	Over-Allotment Option
Fees paid by us	$	$	$

      In addition, we estimate that we will spend approximately $1,616,250 in expenses for this offering. We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in respect of these liabilities.

      We, our officers and directors and their affiliates, the holders of a majority of our common stock issued upon conversion of our Series C convertible preferred stock and all holders of common stock issued upon conversion of all other series of our convertible preferred stock will have entered into lock-up agreements under which we and they agree not to offer or sell any shares of common stock or securities convertible into or exchangeable or exercisable for shares of common stock for a period of 180 days from the date of this prospectus without the prior written consent of Prudential Securities, on behalf of the underwriters. Prudential Securities may, at any time and without notice, waive the terms of these lock-up agreements.

      Prior to this offering, there has been no public market for our common stock. The public offering price, negotiated between us and the representatives of the underwriters, is based upon various factors such as our financial and operating history and condition, our prospects, the prospects for the industry we are in and prevailing market conditions.

76

      Prudential Securities, on behalf of the underwriters, may engage in the following activities in accordance with applicable securities rules:

•  Over-allotments involving sales in excess of the offering size, creating a short position. Prudential Securities may elect to reduce this short position by exercising some or all of the over-allotment option.

•  Stabilizing and short covering; stabilizing bids to purchase the shares are permitted if they do not exceed a specified maximum price. After the distribution of shares has been completed, short covering purchases in the open market may also reduce the short position. These activities may cause the price of the shares to be higher than would otherwise exist in the open market.

•  Penalty bids permitting the representatives to reclaim concessions from a syndicate member for the shares purchased in the stabilizing or short covering transactions.

      These activities, which may be commenced and discontinued at any time, may be effected on the Nasdaq National Market, in the over-the-counter market or otherwise.

      Each underwriter has represented that it has complied and will comply with all applicable laws and regulations in connection with the offer, sale or delivery of the shares and related offering materials in the United Kingdom, including:

•  the Public Offers of Securities Regulations 1995;

•  the Financial Services Act 1986; and

•  the Financial Services Act 1986, (Investment Advertisements) (Exemptions) Order 1996 (as amended).

      Prudential Securities and its affiliates also provide or have provided investment banking and other financial services to us, for which they have received customary compensation. Prudential Securities Credit Corp., an affiliate of Prudential Securities, is expected to provide us with a $25.5 million bridge loan commitment, which we may draw upon prior to this offering. See “Management’s Discussion and Analysis-Liquidity and Capital Resources”. In addition, affiliates of Prudential Securities are investors in shares of our Series H and Series K convertible preferred stock.

      We have asked the underwriters to reserve shares for sale at the same offering price directly to our officers, directors, employees and other business affiliates or related third parties. The number of shares available for sale to the general public in the offering will be reduced to the extent these persons purchase the reserved shares.

      Prudential Securities facilitates the marketing of new issues online through its PrudentialSecurities.com division. Clients of Prudential Advisor^SM, a full service brokerage firm program, may view offering terms and a prospectus online and place orders through their financial advisors.

LEGAL MATTERS

      The validity of the common stock we are offering under this prospectus will be passed upon for us by Strauss & Troy, a Legal Professional Association, Cincinnati, Ohio and for the underwriters by Shearman & Sterling, New York, New York.

EXPERTS

      The consolidated balance sheet of Regent as of December 31, 1998 and the related consolidated statements of operations, cash flows and stockholders’ deficit for the year ended December 31, 1998; the consolidated statements of operations, cash flows and stockholders’ equity of Regent for the year ended December 31, 1997 and the period from November 5, 1996 (inception) through December 31, 1996, the consolidated statements of operations, stockholders’ deficit and cash flows of The Park Lane Group and its subsidiaries for each of the two years in the period ended December 31, 1997; the statements of operations,

77

partner’s deficit and cash flows of Continental Radio Broadcasting, L.L.C. for the year ended December 31, 1997; the combined balance sheets of Forever of NY, Inc. as of December 31, 1998 and 1997 and September 30, 1999 and the related combined statements of operations, cash flows and stockholders’ equity for each of the two years in the period ended December 31, 1998 and the nine months ended September 30, 1999; the statements of operations, cash flows and shareholders’ deficit of Media One Group — Erie, Ltd. for the year ended December 31, 1998; the combined balance sheets of New Wave Broadcasting, L.P. as of December 31, 1998 and September 30, 1999 and the related combined statements of operations, cash flows and partners’ net investment for the year ended December 31, 1998 and the nine months ended September 30, 1999, included in this Prospectus, have been so included in reliance on the reports of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in accounting and auditing.

      The consolidated balance sheets of Regent (formerly Faircom Inc.) as of December 31, 1997 and the related consolidated statements of operations, cash flows and stockholders’ deficit for the years ended December 31, 1997 and 1996, included in this prospectus, have been included herein in reliance on the report of BDO Seidman, LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing.

      The consolidated statements of operations, stockholder’s deficit and cash flows of Alta California Broadcasting, Inc. and its subsidiary for the year ended March 31, 1998, included in this prospectus, have been audited by Stockman Kast Ryan & Company, LLP, independent auditors, as stated in their report herein, and have been so included in reliance upon the report of that firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We have filed with the SEC a Registration Statement on Form S-1 under the Securities Act concerning the shares of common stock being offered. This prospectus does not contain all the information set forth in the registration statement, parts of which are omitted in accordance with the rules and regulations of the SEC. For further information concerning us and our common stock, we refer you to the registration statement and the documents filed as exhibits to the registration statement. Statements contained in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete, and in each instance reference is made to the copy of such contract, agreement or other document listed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference. We also file annual, quarterly and special reports and other information with the SEC.

      The registration statement and any document we file with the SEC can be read and copied at the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of the registration statement and any document we file with the SEC can be obtained from the Public Reference Section of the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20459, at prescribed rates. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

      We file our reports and have filed the registration statement with the SEC electronically. The SEC maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of that web site is http://www.sec.gov.

78

INDEX TO THE FINANCIAL STATEMENTS

REGENT COMMUNICATIONS, INC. (Formerly Faircom Inc.)
	Report of Independent Accountants	F-3
	Consolidated Balance Sheets at September 30, 1999 (Unaudited) and December 31, 1998 and 1997	F-5
	Consolidated Statements of Operations for the nine months ended September 30, 1999 (Unaudited) and 1998 (Unaudited) and for the years ended December 31, 1998, 1997 and 1996	F-7
	Consolidated Statements of Cash Flows for the nine months ended September 30, 1999 (Unaudited) and 1998 (Unaudited) and for the years ended December 31, 1998, 1997 and 1996	F-8
	Consolidated Statement of Changes in Stockholders’ Deficit for the years ended December 31, 1998, 1997 and 1996	F-10
	Notes to Consolidated Financial Statements	F-11
REGENT COMMUNICATIONS, INC.
	Report of Independent Accountants	F-28
	Consolidated Statements of Operations for the three months ended March 31, 1998 (Unaudited) and 1997 (Unaudited) and for the year ended December 31, 1997 and the period from November 5, 1996 (inception) through December 31, 1996	F-29
	Consolidated Statements of Cash Flows for the three months ended March 31, 1998 (Unaudited) and 1997 (Unaudited) and for the year ended December 31, 1997 and the period from November 5, 1996 (inception) through December 31, 1996	F-30
	Consolidated Statements of Stockholders’ Equity for the year ended December 31, 1997 and the period from November  5, 1996 (inception) through December 31, 1996	F-31
	Notes to Consolidated Financial Statements	F-32
FOREVER OF NY, INC.
	Report of Independent Accountants	F-40
	Combined Balance Sheets at September 30, 1999 and December 31, 1998 and 1997	F-41
	Combined Statements of Operations for the nine months ended September 30, 1999 and 1998 (Unaudited) and for the years ended December 31, 1998 and 1997	F-42
	Combined Statements of Cash Flows for the nine months ended September 30, 1999 and 1998 (Unaudited) and for the years ended December 31, 1998 and 1997	F-43
	Combined Statements of Stockholders’ Equity for the nine months ended September 30, 1999 and for the years ended December 31, 1998 and 1997	F-44
	Notes to Combined Financial Statements	F-45
NEW WAVE BROADCASTING, L.P., RADIO STATIONS KLAQ(FM), KSII(FM) AND KROD(AM)
	Report of Independent Accountants	F-50
	Combined Balance Sheets at September 30, 1999 and December 31, 1998	F-51
	Combined Statements of Operations for the nine months ended September 30, 1999 and 1998 (Unaudited) and for the year ended December 31, 1998	F-52
	Combined Statements of Partners’ Net Investment for the nine months ended September 30, 1999 and the year ended December 31, 1998	F-53
	Combined Statements of Cash Flows for the nine months ended September 30, 1999 and 1998 (Unaudited) and for the year ended December 31, 1998	F-54
	Notes to Combined Financial Statements	F-55

F-1

MEDIA ONE GROUP — ERIE, LTD.
	Report of Independent Accountants	F-59
	Statements of Financial Position at June 30, 1999 (Unaudited) and December 31, 1998	F-60
	Statements of Operations for the six months ended June  30, 1999 (Unaudited) and 1998 (Unaudited) and for the year ended December 31, 1998	F-61
	Statements of Cash Flows for the six months ended June  30, 1999 (Unaudited) and 1998 (Unaudited) and for the year ended December 31, 1998	F-62
	Statement of Members’ Deficit for the year ended December 31, 1998	F-63
	Notes to Financial Statements	F-64
THE PARK LANE GROUP AND SUBSIDIARIES
	Report of Independent Accountants	F-69
	Consolidated Statements of Operations for the three months ended March 31, 1998 (Unaudited) and 1997 (Unaudited) and for the years ended December 31, 1997 and 1996	F-70
	Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 1997 and 1996	F-71
	Consolidated Statements of Cash Flows for the three months ended March 31, 1998 (Unaudited) and 1997 (Unaudited) and for the years ended December 31, 1997 and 1996	F-72
	Notes to Consolidated Financial Statements	F-73
ALTA CALIFORNIA BROADCASTING, INC. AND SUBSIDIARY
	Independent Auditors’ Report	F-82
	Consolidated Statement of Operations for the year ended March 31, 1998	F-83
	Consolidated Statement of Stockholder’s Deficit for the year ended March 31, 1998	F-84
	Consolidated Statement of Cash Flows for the year ended March 31, 1998	F-85
	Notes to Consolidated Financial Statements	F-86
CONTINENTAL RADIO BROADCASTING, L.L.C.
	Report of Independent Accountants	F-89
	Statement of Operations for the three months ended March  31, 1998 (Unaudited) and 1997 (Unaudited) and for the year ended December 31, 1997	F-90
	Statement of Partner’s Deficit for the year ended December 31, 1997	F-91
	Statement of Cash Flows for the three months ended March  31, 1998 (Unaudited) and 1997 (Unaudited) and for the year ended December 31, 1997	F-92
	Notes to Financial Statements	F-93
RADIO STATION KZXY(FM)
	Report of Independent Accountants	F-96
	Statement of Revenues and Direct Expenses for the three months ended March 31, 1998 (Unaudited) and 1997 (Unaudited) and for the years ended December 31, 1997 and 1996	F-97
	Notes to Statement of Revenues and Direct Expenses	F-98
TREASURE RADIO ASSOCIATES LIMITED PARTNERSHIP (WYHT(FM)  AND WMAN(AM))
	Statement of Income for the six months ended May 31, 1997 (Unaudited) and 1996 (Unaudited) and for the year ended November 30, 1996 (Unaudited)	F-99
	Statement of Cash Flows for the six months ended May 31, 1997 (Unaudited) and 1996 (Unaudited) and for the year ended November 30, 1996 (Unaudited)	F-100
	Statement of Partners’ Deficit for the year ended November 30, 1996 (Unaudited)	F-101
	Notes to Unaudited Financial Statements	F-102

F-2

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of

Regent Communications, Inc.

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, cash flows, and changes in stockholders’ deficit present fairly, in all material respects, the financial position of Regent Communications, Inc. (the “Company”) at December 31, 1998, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. The consolidated financial statements of the Company, prior to the retroactive adjustments referred to below, as of December 31, 1997 and for each of the two years in the period then ended were audited by other independent accountants whose report dated January 21, 1998 expressed an unqualified opinion on those statements.

We also audited the adjustments described in Note 1 to the consolidated financial statements that were applied to retroactively adjust the 1997 and 1996 financial statements. In our opinion, such adjustments are appropriate and have been properly applied.

PricewaterhouseCoopers LLP

Cincinnati, Ohio

March 30, 1999

F-3

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders

Faircom Inc.

We have audited the consolidated balance sheet of Faircom Inc. as of December 31, 1997 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 1997 and 1996 (see Note 1). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. 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 presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Faircom Inc. at December 31, 1997 and the consolidated results of its operations and its cash flows for the years ended December 31, 1997 and 1996 in conformity with generally accepted accounting principles.

BDO Seidman, LLP

Melville, New York

January 21, 1998

F-4

REGENT COMMUNICATIONS, INC.

Consolidated Balance Sheets

(In Thousands, except Per Share Data)

					December 31,
			September 30,
			1999		1998		1997
			(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	2,125	$	478	$	535
	Accounts receivable, less allowance for doubtful accounts of $203, $268 and $32 at September 30, 1999, December 31, 1998 and 1997, respectively			4,657		3,439		1,358
	Other current assets			417		201		26
	Assets held for sale			8,713		7,500		—
		Total current assets		15,912		11,618		1,919
Property and equipment, net				12,182		9,304		2,156
Intangible assets, net				59,445		45,024		7,701
Other assets, net				1,604		1,672		1,234
		Total assets	$	89,143	$	67,618	$	13,010
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
	Accounts payable		$	834	$	1,005	$	87
	Accrued expenses			1,566		2,773		234
	Interest payable			273		769		108
	Current portion of long-term debt			18,889		980		430
	Notes payable			—		7,500		—
		Total current liabilities		21,562		13,027		859
Long-term debt, less current portion				28,046		34,617		21,912
Other long-term liabilities				2,989		2,644		421
		Total liabilities		52,597		50,288		23,192

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

F-5

REGENT COMMUNICATIONS, INC.

Consolidated Balance Sheets (continued)

(In Thousands, except Per Share Data)

						December 31,
			September 30,
			1999			1998			1997
			(Unaudited)
Redeemable preferred stock:
	Series A convertible preferred stock, $5.00 stated value, 620 shares authorized; 620 shares issued and outstanding-liquidation value: $3,595 and $3,433 at September 30, 1999 and December 31, 1998, respectively			3,595			3,433			—
	Series B senior convertible preferred stock, $5.00 stated value, 1,000 shares authorized; 1,000 shares issued and outstanding-liquidation value: $5,709 and $5,372 at September 30, 1999 and December 31, 1998, respectively			5,709			5,372			—
	Series C convertible preferred stock, $5.00 stated value, 400 shares issued and outstanding-liquidation value: $2,185 and $2,079 at September 30, 1999 and December 31, 1998, respectively			635			530			—
	Series D convertible preferred stock, $5.00 stated value, 1,000 shares authorized; 1,000 shares issued and outstanding-liquidation value: $5,493 and $5,231 at September 30, 1999 and December 31, 1998, respectively			5,493			5,231			—
	Series F convertible preferred stock, $5.00 stated value, 4,100 shares authorized; 4,100 and 2,450 shares issued and outstanding at September 30, 1999 and December  31, 1998, respectively-liquidation value: $22,485 and $12,839 at September 30, 1999 and December 31, 1998 respectively			22,485			12,840			—
	Series G convertible preferred stock, $5.00 stated value, 1,800 shares authorized, 372 shares issued and outstanding-liquidation value: $1,999			1,999			—			—
	Series H convertible preferred stock, $5.50 stated value, 2,200 shares authorized; 2,182 shares issued and outstanding – liquidation value: $12,170			12,170			—			—
		Total redeemable preferred stock		52,086			27,406			—
Stockholders’ deficit:
	Preferred stock:
		Series C convertible preferred stock, $5.00 stated value, 4,000 shares authorized; 3,328 and 3,319 shares issued and outstanding at September 30, 1999 and December  31, 1998, respectively-liquidation value: $18,149 and $17,232 at September 30, 1999 and December 31, 1998, respectively		1,132			1,132			—
		Series E convertible preferred stock, $5.00 stated value, 5,000 shares authorized; 448 shares issued and outstanding-liquidation value: $2,442 and $2,324 at September 30, 1999 and December 31, 1998, respectively		2,239			2,239			—
	Common stock, $.01 par value, 30,000 shares authorized; 240 shares issued and outstanding (Note 1)			2			2			2
	Additional paid-in capital			890			3,872			2,677
	Retained deficit			(19,803	)		(17,321	)		(12,861	)
		Total stockholders’ deficit		(15,540	)		(10,076	)		(10,182	)
		Total liabilities and stockholders’ deficit	$	89,143		$	67,618		$	13,010

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

F-6

REGENT COMMUNICATIONS, INC.

Consolidated Statements of Operations

(In Thousands, except Per Share Data)

			Nine Months Ended						Year Ended
			September 30,						December 31,
			1999			1998			1998			1997			1996
			(Unaudited)
Gross broadcast revenues			$	18,747		$	10,340		$	16,046		$	6,696		$	5,517
	Less agency commissions			(1,282	)		(856	)		(1,275	)		(703	)		(643	)
		Net broadcast revenues		17,465			9,484			14,771			5,993			4,874
Station operating expenses				13,066			6,727			11,051			3,860			2,993
Depreciation and amortization				2,838			1,466			2,281			727			321
Corporate general and administrative expenses				1,699			1,360			1,872			391			337
		Operating income (loss)		(138	)		(69	)		(433	)		1,015			1,223
Interest expense				(2,430	)		(2,029	)		(2,883	)		(1,331	)		(913	)
Other income (expense), net				87			6			26			25			7
	Income (loss) before income taxes and extraordinary items			(2,481	)		(2,092	)		(3,290	)		(291	)		317
Income tax expense				—			—			—			(72	)		(38	)
Income (loss) before extraordinary items				(2,481	)		(2,092	)		(3,290	)		(363	)		279
Extraordinary gain from debt extinguishment, net of taxes				—			—			—			370			—
Extraordinary loss from debt extinguishment, net of taxes				—			(1,170	)		(1,170	)		(4,703	)		—
Net income (loss)			$	(2,481	)	$	(3,262	)	$	(4,460	)	$	(4,696	)	$	279
Income (loss) applicable to common shares:
	Net income (loss)		$	(2,481	)	$	(3,262	)	$	(4,460	)	$	(4,696	)	$	279
	Preferred stock dividend requirements			(3,554	)		(1,291	)		(2,166	)		—			—
	Preferred stock accretion			(423	)		(4,657	)		(4,787	)		—			—
Income (loss) applicable to common shares			$	(6,458	)	$	(9,210	)	$	(11,413	)	$	(4,696	)	$	279
Basic and diluted net income (loss) per common share:
	Before extraordinary items		$	(26.91	)	$	(33.50	)	$	(42.67	)	$	(1.51	)	$	1.16
	Extraordinary items			—			(4.88	)		(4.88	)		(18.06	)		—
		Net income (loss) per common share	$	(26.91	)	$	(38.38	)	$	(47.55	)	$	(19.57	)	$	1.16
Weighted average number of common shares used in basic and diluted calculation				240			240			240			240			240

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

F-7

REGENT COMMUNICATIONS, INC.

Consolidated Statements of Cash Flows

(In Thousands)

				Nine Months Ended						Year Ended
				September 30,						December 31,
				1999			1998			1998			1997			1996
				(Unaudited)			(Unaudited)
Cash flows from operating activities:
	Net income (loss)			$	(2,481	)	$	(3,262	)	$	(4,460	)	$	(4,696	)	$	279
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization			2,838			1,466			2,281			727			321
		Barter revenue over expense			(271	)		(5	)		—			—			—
		Amortization of deferred rental income			(78	)		(26	)		(34	)		(34	)		(34	)
		Provision for doubtful accounts			(65	)		—			174			46			25
		Amortization of deferred financing costs			245			57			235			—			—
		Noncash charge for debt extinguishments			—			804			804			4,333
		Provision for appraisal rights			—			—			—			—			215
		Noncash charge for corporate option compensation			—			530			530			—			—
		Noncash charge for financing costs			(443	)		157			—			—			—
		Gain on sale of radio station			(100	)		—			—			—			—
		Increase (decrease) in cash flows from changes in operating assets and liabilities:
			Accounts receivable		(1,152	)		35			(344	)		(235	)		(251	)
			Prepaid expenses		—			—			336			(13	)		(7	)
			Other assets		(179	)		(478	)		—			—			(1	)
			Accounts payable		(282	)		(434	)		(401	)		10			18
			Accrued expenses		1,082			603			(167	)		25			(20	)
			Interest payable		(497	)		—			661			255			(167	)
Net cash (used in) provided by operating activities					(1,383	)		(553	)		(385	)		418			378
Cash flows from investing activities:
	Acquisitions of radio stations, net of cash acquired				(27,074	)		(29,264	)		(31,441	)		(7,831	)		—
	Escrow deposit				—			(160	)		—			—			—
	Capital expenditures				(1,327	)		(433	)		(819	)		(132	)		(63	)
	Proceeds from sale of radio stations				7,600			—			—			—			—
		Net cash used in investing activities		$	(20,801	)	$	(29,857	)	$	(32,260	)	$	(7,963	)	$	(63	)

F-8

REGENT COMMUNICATIONS, INC.

Consolidated Statements of Cash Flows (continued)

(In Thousands)

			Nine Months Ended						Year Ended
			September 30,						December 31,
			1999			1998			1998			1997			1996
			(Unaudited)			(Unaudited)
Cash flows from financing activities:
	Proceeds from issuance of redeemable preferred stock		$	22,112		$	18,150		$	20,150		$	—		$	—
	Proceeds from long-term debt			16,500			35,500			36,000			23,000			—
	Payment of notes payable			(7,500	)		—			—			—			—
	Principal payments on long-term debt			(5,163	)		(20,733	)		(20,749	)		(13,194	)		(511	)
	Payment for deferred financing costs			(274	)		(1,292	)		(1,292	)		(834	)		(45	)
	Payment of issuance costs			(1,844	)		(1,357	)		(1,521	)		—			—
	Payment of appraisal right liability			—			—			—			(1,015	)		—
	Net cash (used in) provided by financing activities			23,831			30,268			32,588			7,957			(556	)
Net increase (decrease) in cash and cash equivalents				1,647			(142	)		(57	)		412			(241	)
Cash and cash equivalents at beginning of period				478			535			535			123			364
Cash and cash equivalents at end of period			$	2,125		$	393		$	478		$	535		$	123
Supplemental schedule of non-cash investing and financing activities:
		Conversion of Faircom Inc.’s convertible subordinated promissory notes to Faircom Inc. common stock				$	10,000		$	10,000
		Liabilities assumed in acquisitions				$	11,680		$	11,680
		Series E convertible preferred stock issued in conjunction with the acquisition of Alta California Broadcasting, Inc. and Topaz Broadcasting, Inc.				$	2,239		$	2,239
		Series C convertible preferred stock issued in conjunction with the merger between Faircom Inc. and the Company				$	1,619		$	1,619
		Series A and B convertible preferred stock warrants				$	310		$	310

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

F-9

REGENT COMMUNICATIONS, INC.

Statement of Changes in Stockholders’ Deficit

(In Thousands)

	Series C			Series E
	Convertible			Convertible				Additional						Total
	Preferred			Preferred		Common		Paid-In			Retained			Stockholders’
	Stock			Stock		Stock		Capital			Deficit			Deficit
Balance, December 31, 1995 (retroactively restated)						$	2	$	2,677		$	(8,444	)	$	(5,765	)
Net income												279			279
Balance, December 31, 1996							2		2,677			(8,165	)		(5,486	)
Net loss												(4,696	)		(4,696	)
Balance, December 31, 1997							2		2,677			(12,861	)		(10,182	)
Conversion of Faircom Inc.’s Class A and Class B convertible subordinated promissory notes									10,000						10,000
Issuance of 3,720,620 shares of Series C convertible preferred stock and retirement of 26,390,199 shares of Faircom Inc. common stock and recordation of the effect of recapitalization due to the reverse merger with Faircom Inc.	$	1,585							(3,000	)					(1,415	)
Reclassification of Series C convertible preferred stock to outside of shareholders’ deficit		(453	)												(453	)
Issuance of Faircom Inc. employee stock options immediately converted into options to purchase 157,727 shares of Series C convertible preferred stock in conjunction with the merger									530						530
Issuance of Series A redeemable preferred stock warrants exercisable for 80,000 shares of common stock									160						160
Issuance of 205,250 shares of Series E convertible preferred stock in connection with the acquisition of Alta California Broadcasting, Inc.				$	1,026										1,026
Issuance of 242,592 shares of Series E convertible preferred stock in connection with the acquisition of Topaz Broadcasting, Inc.					1,213										1,213
Dividends and accretion on Series A, B, C, D, and F redeemable convertible preferred stock									(6,495	)					(6,495	)
Net loss												(4,460	)		(4,460	)
Balance, December 31, 1998	$	1,132		$	2,239	$	2	$	3,872		$	(17,321	)	$	(10,076	)

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

F-10

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements

1.  Basis of Presentation

      Regent Communications, Inc. (including its wholly-owned subsidiaries, the “Company”) was formed to acquire, own and operate radio stations in small and medium-sized markets in the United States. The Company acquired, pursuant to an agreement of merger, all of the outstanding common stock of Faircom Inc. (“Faircom”) for 3,720,620 shares of the Company’s Series C Convertible Preferred Stock. Approximately 400,000 of those shares, upon conversion to common stock and subject to certain other conditions, may be put back to the Company at the option of the holder subsequent to June 15, 2003 for an amount equal to the fair value of the Company’s common stock. The acquisition has been treated for accounting purposes as the acquisition of the Company by Faircom under the purchase method of accounting, with Faircom as the accounting acquirer. Consequently, the historical financial statements prior to June 15, 1998, the date of merger, are those of Faircom. Faircom operated radio stations through its wholly-owned subsidiaries in Flint, Michigan and, effective June 30, 1997, in Mansfield, Ohio (see Note 2). As a result of the Faircom merger, Faircom’s historical shareholder deficit prior to the merger has been retroactively restated to reflect the number of common shares outstanding subsequent to the merger, with the difference between the par value of the Company’s and Faircom’s common stock recorded as an offset to additional paid-in capital.

      The financial statements for the nine months ended September 30, 1999 and 1998, are unaudited, but in the opinion of management, such financial statements have been presented on the same basis as the audited financial statements for the year ended December 31, 1998, and include all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the financial position and results of operations and cash flows for these periods.

2.  Consummated Acquisitions

      On June 30, 1997, Faircom acquired the assets and operations of two commercial radio stations located in Mansfield, Ohio (the “Mansfield Stations”), pursuant to the terms of an asset purchase agreement dated May 20, 1997, for $7,350,000 in cash. In addition, Faircom paid $300,000 in cash to one of the sellers in consideration of a five year non-compete agreement. The acquisition was accounted for under the purchase method of accounting and was financed with borrowings under Faircom’s senior secured term notes (see Note 4). Faircom allocated approximately $1,089,000 of the purchase price to property and equipment and approximately $6,261,000 to the related Federal Communication Commission (“FCC”) licenses. The fair values of the acquired assets were determined by an independent valuation. The excess cost over the fair market value of the net assets acquired and the FCC licenses related to this acquisition are being amortized over three to 15-year periods.

      On January 21, 1998, Faircom acquired substantially all of the assets and operations of radio station WSWR(FM) in Shelby, Ohio (the “Shelby Station”) for $1,125,000 in cash. The acquisition was accounted for under the purchase method of accounting and was principally financed through the borrowing of $1,100,000 represented by a subordinated promissory note. The fair values of the acquired assets were determined by an independent valuation. Faircom allocated substantially all of the purchase price to the related FCC licenses. The excess cost over the fair market value of net assets acquired and the FCC licenses related to this acquisition are being amortized over a 15 year period.

      On June 15, 1998, concurrent with the Faircom merger, the following acquisitions (the “June 15 Acquisitions”) were consummated. The acquisitions were accounted for under the purchase method of accounting and the fair value of the acquired assets were determined by independent valuations.

      The Company acquired all of the outstanding capital stock of The Park Lane Group (“Park Lane”) for approximately $24,038,000 in cash and assumed liabilities. Park Lane owned 16 radio stations in California and Arizona. At the time of the acquisition, the Company entered into a one-year consulting and non-competition agreement with the President of Park Lane, providing for the payment of a fee of $200,000.

F-11

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

      The Company acquired the FCC licenses and related assets used in the operation of radio stations KIXW(AM) and KZWY(FM) in Apple Valley, California from Ruby Broadcasting, Inc. (the “Ruby Stations”), an affiliate of Topaz Broadcasting, Inc. (“Topaz”), for $5,985,000 in cash.

      The Company acquired the FCC licenses and related assets used in the operation of radio stations KFLG(AM) and KFLG(FM) in Bullhead City, Arizona from Continental Radio Broadcasting, L.L.C. (the “Continental Stations”) for approximately $3,747,000 in cash. The Company separately acquired the accounts receivables of these stations for an additional purchase price of approximately $130,000.

      The Company acquired all of the outstanding capital stock of Alta California Broadcasting, Inc. (“Alta”) for $2,635,000 in cash and assumed liabilities and 205,250 shares of the Company’s Series E Convertible Preferred Stock. Alta owned four radio stations in California.

      The Company acquired all of the outstanding capital stock of Topaz for 242,592 shares of the Company’s Series E Convertible Preferred Stock. Immediately following the acquisition of Topaz, the Company acquired the FCC licenses and operating assets of radio station KIXA(FM) in Lucerne Valley, California for $215,000 in cash and assumed liabilities, pursuant to an Asset Purchase Agreement between Topaz and RASA Communications Corp.

      The Company allocated the aggregate purchase price for the June 15 Acquisitions as follows:

	(Dollars in
	Thousands)
Accounts receivable	$	143
Broadcasting equipment and furniture and fixtures		6,503
FCC licenses		30,328
Goodwill		1,853
Other		360
	$	39,187

      Goodwill and FCC licenses related to the June 15 Acquisitions are being amortized over a 40-year period.

      The sources for the cash portion of the consideration paid by the Company for the June 15 Acquisitions and the Faircom merger, aggregating approximately $52,900,000 (including approximately $21,100,000 of debt assumed and refinanced with borrowings under the Company’s senior reducing revolving credit facility and $3,700,000 of transaction costs) were $34,400,000 borrowed under the Company’s senior reducing revolving credit Facility (see Note 4), $18,150,000 in additional equity from the sale of the Company’s convertible preferred stock (see Note 5) and approximately $350,000 of the Company’s funds.

      On November 30, 1998, the Company purchased substantially all of the assets of radio station KOSS(FM) (formerly KAVC(FM)) located in Lancaster, California from Oasis Radio, Inc. for $1,600,000 in cash. The acquisition was financed through the issuance of additional shares of Series F convertible preferred stock (see Note 5). The acquisition was accounted for under the purchase method of accounting. The excess cost over the fair market value of net assets acquired and FCC licenses related to this acquisition are being amortized over a 40-year period.

      The results of operations of the acquired businesses are included in the Company’s financial statements since the respective dates of acquisition.

F-12

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

      The following unaudited pro forma data summarizes the combined results of operations of the Company, Faircom, the Mansfield Stations, the June 15 Acquisitions and KOSS(FM) as though the acquisitions had occurred at the beginning of each year ended December 31:

		1998			1997
		(Dollars in Thousands)
Net broadcast revenues		$	20,018		$	20,675
Net loss before extraordinary items			(8,027	)		(6,795	)
Net loss			(9,197	)		(11,128	)
Net loss per common share before extraordinary items:
	Basic and diluted	$	(62.41	)	$	(28.31	)
Net loss per common share:
	Basic and diluted	$	(67.29	)	$	(46.37	)

      These unaudited pro forma amounts do not purport to be indicative of the results that might have occurred if the foregoing transactions had been consummated on the indicated dates. The acquisition of the Shelby Station has not been included in the above pro forma information, due to it not having a material effect on the operating results of the Company.

3.  Summary of Accounting Policies

  a.  Consolidation:

      The consolidated financial statements include the accounts of all of the Company’s wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Certain prior year amounts and balances have been reclassified to conform to the current classifications with no effect on financial results.

  b.  Use of Estimates:

      The preparation of financial statements in conformity with generally accepted accounting principles 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.

  c.  Cash and Cash Equivalents:

      For purposes of the statement of cash flows, the Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. The carrying amount reported in the consolidated balance sheets for cash and cash equivalents approximates its fair value.

  d.  Property and Equipment:

      Property and equipment are stated at cost and depreciated on the straight-line basis over the estimated useful life of the assets. Buildings are depreciated over 40-years, broadcasting equipment over a six-to-thirteen year life and furniture and fixtures generally over a five-year life. Leasehold improvements are amortized over the shorter of their useful lives or the terms of the related leases. For property and equipment retired or sold, the gain or loss is recognized in other income.

F-13

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

  e.  Intangible Assets:

      Intangible assets consist principally of the value of FCC licenses and the excess of the purchase price (including related acquisition costs) over the fair value of net assets of acquired radio stations. These assets are amortized on a straight-line basis over lives ranging from 15- to 40-years. Intangible assets are evaluated periodically if events or circumstances indicate a possible inability to recover their carrying amount. Such evaluation is based on various analyses, including cash flows and profitability projections. If future expected undiscounted cash flows are insufficient to recover the carrying amounts of the asset, then an impairment loss is recognized based upon the excess of the carrying value of the asset over the anticipated cash flows on a discounted basis.

  f.  Deferred Financing Costs and Other Assets:

      Deferred financing costs are amortized on a straight-line basis over the term of the related debt. Non-compete agreements are amortized over the terms of the related agreements.

  g.  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. For the year ended December 31, 1998, barter revenue was approximately $731,000, and barter expense was approximately $800,000.

  h.  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 Company.

  i.  Broadcast Revenue:

      Broadcast revenue for commercial broadcasting advertisements is recognized when the commercial is broadcast.

  j.  Fair Value of Financial Instruments:

     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 approximates its carrying value at December 31, 1998.

     Redeemable preferred stock

      The fair value of the Company’s redeemable preferred stock is estimated based on the market price of a similar financial instrument that has a more readily determinable market value, adjusted as appropriate for any difference in rights. Based on transactions consummated recently, the fair value of the redeemable preferred stock approximates its carrying value at December 31, 1998.

  k.  Reclassification:

      Certain balances in the December 31, 1997 statements have been reclassified to conform with December 31, 1998 presentation. These changes had no impact on previously reported results of operations.

F-14

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

4.  Long-Term Debt

      Long-term debt consists of the following as of December 31:

	1998			1997
	(Dollars in Thousands)
Senior Secured Term Notes (a)	$	—		$	12,342
Convertible Subordinated Promissory Notes (b)		—			10,000
Senior Reducing Revolving Credit Facility (c)		34,900			—
Subordinated Promissory Note (d)		600			—
Non-compete Agreements (e)		97			—
		35,597			22,342
Less: Current Portion of Long-Term Debt		(980	)		(430	)
	$	34,617		$	21,912

      Repayment of long-term debt required over each of the years following December 31, 1998 consists of:

	(Dollars in
	Thousands)
1999	$	980
2000		63
2001		60
2002		6,545
2003		9,685
Thereafter		18,265
	$	35,598

  a.  Senior Secured Term Notes:

      During 1997, Faircom borrowed $12,500,000 under an amended and restated loan agreement (the “1997 Loan Agreement”). The term notes under the 1997 Loan Agreement would have matured on July 1, 2002. Interest on the term notes was at the rate of 4.5% over 30 day commercial paper rates. As of the date that Faircom entered into the 1997 Loan Agreement, certain accrued interest was extinguished, resulting in an extraordinary gain, net of income taxes, of $370,060. On June 15, 1998, the Company terminated the 1997 Loan Agreement using funds obtained from the Company’s senior reducing revolving credit facility. As a result of the extinguishment of debt, the Company recognized an extraordinary loss of $1,170,080, net of income taxes, in 1998 consisting of a $366,000 prepayment penalty and the write-off of $804,080 of related deferred financing costs. The effective tax rate applied to the extraordinary gain and loss was zero due to the Company’s cumulative loss carryforward position.

  b.  Convertible Subordinated Promissory Notes:

      During 1997, Faircom completed the sale of $10,000,000 aggregate principal amount of its convertible subordinated promissory notes due July 1, 2002 (the “Faircom Notes”). The Faircom Notes consisted of Class A and Class B convertible subordinated promissory notes, each in the aggregate principal amount of $5,000,000, with interest payable at the rate of 7.0% per annum, compounded quarterly. The proceeds from the sale of the Faircom Notes were used to extinguish existing debt obligations and to pay a portion of the purchase price for the Mansfield Stations. The debt extinguishments resulted in an extraordinary loss of $4,703,370, net of income taxes. The effective tax rate applied to the extraordinary loss were zero due to the

F-15

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

Company’s cumulative loss carryforward position. The Faircom Notes were converted into a total of 19,012,000 shares of Faircom common stock immediately preceding the merger between the Company and Faircom (see Note 1).

  c.  Senior Reducing Revolving Credit Facility:

      The Company has an agreement with a group of lenders (as amended, the “Credit Agreement”), which provides for a senior reducing revolving credit facility with a commitment of up to $55,000,000 expiring in March 2005 (the “Revolver”). In addition, the Company may request from time to time that the lenders issue letters of credit in accordance with the same provisions as the Revolver. During 1998, in conjunction with financing the June 15 Acquisitions, refinancing certain existing debt and providing for additional working capital, the Company borrowed $34,900,000 under the Credit Agreement.

      The Credit Agreement provides for the reduction of the commitment under the Revolver for each of the four quarters ending December 31, 1999 and by increasing quarterly amounts thereafter, and, under certain circumstances, requires mandatory prepayments of any outstanding loans and further commitment reductions. The indebtedness of the Company under the Credit Agreement is collateralized by liens on substantially all of the assets of the Company and its operating and license subsidiaries and by a pledge of the operating and license subsidiaries’ stock, and is guaranteed by these subsidiaries. The Credit Agreement contains restrictions pertaining to the maintenance of financial ratios, capital expenditures, payment of dividends or distributions of capital stock and incurrence of additional indebtedness.

      Interest under the Credit Agreement is payable, at the option of the Company, at alternative rates equal to the LIBOR rate (established October 1, 1998 at 5.31% and effective at that same rate at December 31, 1998) plus 1.25% to 2.75% or the base rate announced by the Bank of Montreal (7.75% at December 31, 1998) plus 0.0% to 1.50%. The spreads over the LIBOR rate and such base rate vary from time to time, depending upon the Company’s financial leverage. The Company must pay quarterly commitment fees equal to  3/8% to  1/2% per annum, depending upon the Company’s financial leverage, on the unused portion of the commitment under the Credit Agreement. The Company is also required to pay certain other fees to the agent and the lenders for the administration of the facilities and the use of the credit facility. At December 31, 1998, the Company had paid non-refundable fees totaling approximately $1,671,000 which are classified as other assets in the accompanying consolidated balance sheet and are being amortized over the initial seven-year term of the Revolver.

      As a condition of the Credit Agreement, the Company entered into a two-year collar agreement (the “Collar Agreement”) with the Bank of Montreal on August 17, 1998 for a notional amount of $34,400,000. The Collar Agreement is based on the three-month LIBOR rate, provides for a CAP Rate, as defined, of 6.5% and a Floor Rate, as defined, of 5.28% plus, in each case, the additional spread stipulated under the Credit Agreement.

      Effective January 1, 1999, the Company amended the Credit Agreement in order to cure violations of certain restrictive covenants that existed as of December 31, 1998. The amended Credit Agreement stipulates that the Company must reduce the outstanding amount under the Credit Agreement by $915,000 during the first quarter of 1999; consequently, such amount has been classified as current portion of long-term debt at December 31, 1998. The Company also must consummate the sale of its properties located in Flagstaff and Kingman, Arizona within a specified period of time (see Note 13), divest one other non-strategic market in 1999 and make certain capital expenditures according to an agreed-upon timetable. In addition, the amended Credit Agreement increases the spread applied to the LIBOR rate from 1.25% to 2.75% to 1.50% to 3.50% and the spread applied to the base rate announced by the Bank of Montreal from 0.0% to 1.50% to 0.25% to 2.25%.

F-16

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

  d.  Subordinated Promissory Note:

      In conjunction with the June 15 Acquisitions, the Company assumed a subordinated promissory note (the “McNulty Note”) to McNulty Broadcasting, Inc. (“McNulty”) for $600,000. The McNulty Note provides for quarterly principal payments of $15,000 beginning on August 1, 2000. The remaining principal is due May 1, 2005. Interest on the McNulty Note is payable quarterly at a rate of 8.0%.

  e.  Non-Compete Agreements:

      In conjunction with the June 15 Acquisitions, the Company assumed five-year non-compete agreements with McNulty and Island Broadcasting Associates, L.P. in the amounts of $125,000 and $200,000, respectively (the “Non-Compete Agreements”). The Non-Compete Agreements bear no interest and require quarterly payments of $16,250 through May 2000.

5.  Capital Stock and Redeemable Preferred Stock

      The Company’s Amended and Restated Certificate of Incorporation authorizes 30,000,000 shares of common stock and 20,000,000 shares of preferred stock and designates 620,000 shares as Series A Convertible Preferred Stock (“Series A”), 1,000,000 shares as Series B Senior Convertible Preferred Stock (“Series B”), 4,000,000 shares as Series C Convertible Preferred Stock (“Series C”), 1,000,000 shares as Series D Convertible Preferred Stock (“Series D”), 5,000,000 shares as Series E Convertible Preferred Stock (“Series E”), 4,100,000 as Series F Convertible Preferred Stock (“Series F”) and, effective January 11, 1999, 4,000,000 shares as Series G Convertible Preferred Stock (“Series G”). The stated value of all series of preferred stock is $5.00 per share.

      Series A, Series C, Series E, Series F and Series G generally have the same voting rights as common stock and each share may be converted at the option of the holder into one share of common stock, subject to adjustment. Series B has no voting power except for specific events and ranks senior to all other series of preferred stock. Each Series B share may be converted at the option of the holder into one-half share of common stock, subject to adjustment. Series D has limited voting power and each share may be converted at the option of the holder into one share of common stock, which would also have the same limited voting power in certain circumstances. The Company’s Board of Directors also has the right to require conversion of all shares of Series A, B, C, D, E, F and G upon the occurrence of certain events. Series A, Series C, Series D, Series E, Series F and Series G have equal rights for the payment of dividends and the distribution of assets and rights upon liquidation, dissolution or winding up of the Company.

      Upon liquidation of the Company, no distribution shall be made (a) to holders of stock ranking junior to the Series B unless the holder of the Series B has received the stated value per share, plus an amount equal to all unpaid dividends or (b) to the holders of stock ranking on a parity with the Series B, except distributions made ratably on the Series B and all other such parity stock. Dividends accrue cumulatively on all series of preferred stock, except Series F and Series G, at an annual rate of $0.35 per share. Dividends accrue cumulatively on Series F and Series G at an annual rate of $0.50 per share and, to the extent not paid in cash, are compounded quarterly at a rate of 10.0% per annum. The Company may redeem Series A, B and D at the stated value, plus an amount equal to all unpaid dividends to the date of redemption, whether or not declared. Undeclared dividends in arrears on all outstanding series of preferred stock amounted to approximately $2,327,000 or $0.54, $0.37, $0.19, $0.23, $0.19 and $0.24 per share for Series A, Series B, Series C, Series D, Series E and Series F, respectively, at December 31, 1998.

      In conjunction with the closing of the Faircom merger and the June 15 Acquisitions, BMO Financial, Inc., an existing shareholder of the Company, purchased 780,000 shares of Series D for $3,900,000, General Electric Capital Corporation (“GE Capital”) paid $3,900,000 to complete its purchase of 1,000,000 shares of Series B and the Chief Operating Officer of the Company purchased 20,000 shares of Series A for $100,000.

F-17

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

      On June 15, 1998, pursuant to a stock purchase agreement with the Company (the “Series F Stock Purchase Agreement”), Waller-Sutton Media Partners, L.P. (“Waller-Sutton”) purchased 1,000,000 shares of Series F for $5,000,000. Also on that date, WPG Corporate Development Associates V, L.L.C. and WPG Corporate Development Associates V (Overseas), L.P. purchased a total of 650,000 shares of Series F for $3,250,000; the Chairman of Waller-Sutton Management Group, which manages Waller-Sutton, purchased 50,000 shares of Series F for $250,000; GE Capital purchased 250,000 shares of Series F for $1,250,000; and River Cities Capital Fund Limited Partnership (“River Cities”) purchased 100,000 shares of Series F for $500,000. In connection with these purchases, the purchasers acquired 10-year warrants to purchase an aggregate of 860,000 shares of the Company’s common stock for $5.00 per share. Such warrants can be “put” back to the Company after five years. The 860,000 warrants issued in conjunction with the Series F have been assigned a fair value of $2,459,000 and have been classified under other long-term liability due to the associated “put” rights.

      The Series F Stock Purchase Agreement provides that the terms of the Series F include the right of the holders to require the Company to repurchase the Series F at any time after five years at a price equal to the greater of its fair market value, as defined, or the sum of its stated value of $5.00 per share and all accrued but unpaid dividends thereon, as well as any warrants held by such holders at a price equal to the fair market value of the Company’s common stock less the exercise price of such warrants. Holders of the Series A, Series B, certain Series C, Series D and Series G would have similar “put” rights only if the holders of the Series F were to exercise their “put” rights. As of December 31, 1998, Series A, Series B, a portion of Series C, Series D and Series F (but not the remaining Series C and Series E) have been reclassified and excluded from the equity to reflect such anticipated “put” rights. Issuance costs of approximately $2,070,000 for these reclassified shares have been netted against the proceeds.

      In order to induce River Cities, as a holder of Series A, to approve the merger with Faircom, the Company issued to River Cities, upon consummation of the merger, five-year warrants to purchase 80,000 shares of the Company’s common stock at an exercise price of $5.00 per share. R. Glen Mayfield, a member of the Company’s Board of Directors, serves as the general partner of River Cities Management Limited Partnership, which is the general partner of River Cities. The warrants issued to the holders of Series A have been assigned a value of $160,000 and have been classified as additional paid-in capital.

      In order to induce GE Capital, the holder of the Company’s Series B, to approve the addition of mandatory conversion rights to the terms of the Series B in conjunction with the issuance of the Series F, the Company issued to GE Capital, upon issuance of the Series F, five-year warrants to purchase 50,000 shares of the Company’s common stock at an exercise price of $5.00 per share. The warrants issued to the holder of Series B have been assigned a fair value of $150,000 and have been classified as a long-term liability due to associated “put” rights. These “put” rights are subject to the prior exercise of the warrants and exercise of the “put” rights associated with warrants issued to the Series F holders.

      In November 1998, the Company issued 400,000 shares of Series F for $5.00 per share to existing Series F holders on a pro rata basis. The proceeds were used to complete the purchase of KOSS(FM) (see Note 2), finance capital expenditures and meet initial working capital requirements of KOSS(FM).

      In January 1999, the Company issued 372,406 shares of Series G for $5.00 per share to certain executive officers of the Company and Blue Chip Capital Fund II Limited Partnership, an existing holder of Series C. The proceeds were used to pay down existing debt under the Credit Agreement and fund working capital needs of the Company.

      In February 1999, the Company issued 633,652 shares of Series F for $5.00 per share to existing Series F holders. The proceeds were used to finance certain capital improvements, fund deferred transaction costs related to the June 15 Acquisitions and the Faircom merger and fund working capital needs of the Company.

F-18

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

      In addition, the holders of Series F committed an additional $5,082,000 through the purchase of an additional 1,016,000 shares of Series F at $5.00 to fund acquisitions by the Company.

6.  Stock-Based Compensation Plan

      The Regent Communications, Inc. 1998 Management Stock Option Plan (the “1998 Stock Option Plan”) provides for the issuance of up to an aggregate of 2,000,000 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, except in the case of ISOs granted to a 10.0% owner (as defined), for which the option share price must be at least 110.0% 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 ISO’s (five years in the case of ISOs granted to a 10.0% 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.

      Effective with the consummation of the Faircom merger, the Board of Directors authorized a grant of incentive stock options to the Chief Executive Officer and Chief Operating Officer of the Company, providing each of the holders the right to acquire 608,244 shares of the Company’s common stock at an exercise price per share of $5.00. Of the options granted, the maximum allowable will be treated as ISO’s which vest in equal 10.0% increments beginning on the grant date and on each of the following nine anniversary dates of the grants.

      The balance of the options will become exercisable in equal one-third increments at the end of each of the first three years following the grant. All options expire on June 15, 2008.

      Upon consummation of the Faircom merger, the Board of Directors of the Company adopted the Regent Communications, Inc. Faircom Conversion Stock Option Plan (“Conversion Stock Option Plan”) which applies to those individuals previously participating in the Faircom Inc. Stock Option Plan (“Faircom Plan”). In exchange for relinquishing their options under the Faircom Plan, five former officers and members of Faircom’s Board of Directors were given, in total, the right to acquire 274,045 shares of the Company’s Series C Convertible Preferred stock at exercise prices ranging from $0.89 to $3.73 per share and expiring from May 11, 1999 to July 1, 2002 (the “Converted Options”). Additional expenses were also incurred as a consequence of stock options being granted as of June 15, 1998 to two officers of Faircom pursuant to the terms of the merger agreement between the Company and Faircom, resulting in the recognition, as of such date of grant, of approximately $530,000 in additional compensation expense.

      Subsequent to the consummation of the Faircom merger, the Company issued 105,000 stock options under the 1998 Stock Option Plan to certain key employees. Each of the options has an exercise price per share of $5.00 and expires 10 years from the date of grant. The options become exercisable in equal one-fifth increments over the first five years following the grant. As of December 31, 1998, none of the options issued under the 1998 Stock Options Plan or Conversion Stock Option Plan had been exercised or forfeited.

      The Company intends to apply the provisions of APB Opinion 25, “Accounting for Stock Issued to Employees” (“APB 25”), in accounting for the 1998 Stock Option Plan. Under APB 25, no compensation expense is recognized for options granted to employees at exercise prices that are equal to or greater than the fair market value of the underlying common stock at the grant date. Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), requires the Company to provide, beginning with 1995 grants, pro forma information regarding net income and net income per common share as if compensation costs for the Company’s stock option plans had been determined in

F-19

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

accordance with the fair value based method prescribed in SFAS 123. Such pro forma information is as follows for the year ended December 31:

Net income (loss):			1998			1997			1996
			(Dollars in Thousands, except Per
			Share Data)
As reported			$	(4,460	)	$	(4,696	)	$	279
	Pro forma compensation expense, net of tax benefit			(600	)		(170	)		(22	)
	Pro forma		$	(5,060	)	$	(4,866	)	$	257
Basic and diluted net income (loss) per common share:
	As reported:
		Basic	$	(47.55	)	$	(19.57	)	$	1.16
		Diluted	$	(47.55	)	$	(19.57	)	$	1.16
	Pro forma:
		Basic	$	(50.05	)	$	(20.27	)	$	1.07
		Diluted	$	(50.05	)	$	(20.27	)	$	1.07

      The weighted-average fair value per share for options granted under the 1998 Stock Option Plan was $2.88 for ISOs and $2.00 for NQSOs. The weighted-average fair value for options granted under the Conversion Stock Option Plan was approximately $230,000, and such amount was recognized at the time of conversion since the Converted Options are fully vested. The weighted average fair value per share for options granted in 1997 and 1996 were $.08 and $.09, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	1998						1997		1996
					Converted
	ISOs		NQSOs		Options
Dividends		None		None		None		None		None
Volatility		35.0%		35.0%		35.0%		46.5%		46.5%
Risk-free interest rate		5.55%		5.43%		5.38%		6.28%		6.28%
Expected term		10 years		5 years		2 years		5 years		5 years

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

	Options Outstanding						Options Exercisable
			Weighted
			Average
			Remaining		Weighted				Weighted
			Contractual		Average				Average
Exercise			Life		Exercise				Exercise
Price	Shares(1)		(Years)		Price		Shares		Price
$5.00		1,321,488		9.5	$	5.00		40,000	$	5.00
$0.89-$3.73		274,045		3.5	$	2.73		274,045	$	2.73
		1,595,533						314,045

      Of the options outstanding at December 31, 1998, it is anticipated that no more than 1,195,533 will be treated as NQSOs and at least 400,000 will be treated as ISOs.

      ⁽¹⁾  As of December 31, 1998, the stock options granted under the 1998 Stock Option Plan entitle the holders to purchase 1,321,488 shares of the Company’s common stock. Stock options granted under the

F-20

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

Conversion Stock Option Plan entitle the holders to purchase 274,045 shares of the Company’s Series C Convertible Preferred Stock.

7.  Earnings Per Share:

      The Company has adopted the provisions of SFAS 128, “Earnings Per Share” (“SFAS 128”). SFAS 128 calls for the dual presentation of basic and diluted earnings per share (“EPS”). Basic EPS is based upon the weighted average common shares outstanding during the period. Diluted EPS reflects the potential dilution that would occur if common stock equivalents were exercised. Basic EPS and diluted EPS are the same for all periods presented, since the effect of the Company’s common stock equivalents would be antidilutive.

      Basic and diluted EPS for all periods presented have been calculated using the 240,000 common shares that were outstanding subsequent to the merger with Faircom (see Note 1).

8.  Income Taxes:

      The Company’s provision for income taxes consists of the following for the year ended December 31:

	1998		1997		1996
	(Dollars in Thousands)
Current federal	$	—	$	—	$	—
Current state		—		72		38
Total	$	—	$	72	$	38

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

			1998			1997
			(Dollars in Thousands)
Deferred tax assets:
	Net operating loss carryforward		$	4,528		$	2,448
	Miscellaneous accruals and credits			79			35
	Accounts receivable reserve			107			—
		Total deferred tax assets		4,714			2,483
Deferred tax liabilities:
	Property and equipment			(296	)		—
	Intangible assets			(170	)		—
		Total deferred tax liabilities	$	(466	)	$	—
	Valuation allowance			(4,248	)		(2,483	)
	Net deferred tax assets		$	—		$	—

      The Company has cumulative federal and state tax loss carryforwards of approximately $11,320,000 at December 31, 1998. These loss carryforwards will expire in years 2011 through 2019. The utilization of the aforementioned operating losses for federal income tax purposes is limited pursuant to the annual utilization limitations provided under the provisions of Internal Revenue Code Section 382.

F-21

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

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

	1998			1997			1996
Federal tax expense at statutory rate		34.0	%		34.0	%		34.0	%
Loss from debt extinguishment — non-deductible		—			(34.6	)		—
Amortization of intangibles and other non-deductible expenses		(12.0	)		(1.0	)		31.9
Benefit of net operating losses		—			—			(48.0	)
Establishment of valuation allowance		(28.0	)		1.1			(13.9	)
State tax, net of federal tax benefit		6.0			(1.0	)		7.9
Effective tax rate		0	%		(1.5	)%		11.9	%

9.  Savings Plans:

      The Company sponsors defined contribution plans covering substantially all employees. The Company did not make contributions to the defined contribution plan during the years ended December 31, 1998 and 1997. Faircom made a contribution in the amount of $6,800 during the year ended December 31, 1996.

10.  Notes Payable:

      Notes payable at December 31, 1998 consist of the following:

	(Dollars in
	Thousands)
Promissory note	$	6,000
Promissory note		1,500
	$	7,500

      In connection with the acquisition of radio station KCBQ(FM), the Company issued to the seller a promissory note for $6,000,000, which is collateralized by the assets of the station. The terms of the promissory note obligate the Company to pay the lesser of $6,000,000 or the net proceeds from a commercially reasonable sale of the KCBQ(AM) assets (with any such net sale proceeds in excess of $6,000,000 to be split between the Company and the holder of the note in accordance with the terms of the asset purchase agreement) on the earlier of June 4, 2002 or upon the sale of the KCBQ(AM) assets to an unrelated third party. The note does not bear interest prior to the maturity date, as defined. Interest on the unpaid principal of the note after maturity is at the rate of 10.0% per annum. The Company is currently seeking a buyer for this station and anticipates the sale of the station will occur during 1999. As a result, the unpaid principal balance of $6,000,000 has been classified as a current liability at December 31, 1998 in the accompanying Consolidated Balance Sheet.

      In connection with the acquisition of an option to acquire radio station WSSP(FM), the Company issued a five-year term promissory note for $1,500,000 to a third party. The terms of the promissory note obligate the Company to pay the lesser of $1,500,000 or the net proceeds from a commercially reasonable sale of the option or the station’s assets (with any such net sale proceeds in excess of $1,500,000 to be retained by the Company). The note is collateralized by a security interest in the proceeds of a $1,500,000 note payable to the Company by the owner of WSSP(FM) and matures on the earlier of December 3, 2002 or upon the sale of the WSSP(FM) assets to an unrelated third party. The note does not bear interest prior to the maturity date, as defined. Interest on the unpaid principal of the note after maturity is at the rate of 10.0% per annum. In March 1999, the Company sold WSSP(FM) for $1,600,000 and repaid the promissory note. Because the Company intended to sell this property during 1999, the unpaid principal balance of $1,500,000 has been classified as a current liability at December 31, 1998 in the accompanying Consolidated Balance Sheet.

F-22

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

11.  Other Financial Information:

      Property and equipment consists of the following as of December 31:

		1998			1997
		(Dollars in Thousands)
Equipment		$	11,926		$	5,277
Furniture and fixtures			1,659			1,044
Building and improvements			1,443			958
Land			761			285
			15,789			7,564
Less accumulated depreciation			(6,485	)		(5,408	)
	Net property and equipment	$	9,304		$	2,156

      Intangible assets consists of the following as of December 31:

		1998			1997
		(Dollars in Thousands)
FCC broadcast licenses		$	40,768		$	6,673
Goodwill			6,545			1,813
			47,313			8,486
Less accumulated amortization			(2,289	)		(785	)
	Net intangible assets	$	45,024		$	7,701

      Supplemental cash flow information for the year ended December 31:

	1998		1997		1996
	(Dollars in Thousands)
Cash paid for interest	$	2,974	$	1,076	$	866
Income taxes paid, net of refunds		—		72		44

12.  Recently Issued Accounting Pronouncements:

      In June 1997, the Financial Accounting Standard Board issued SFAS 130, “Reporting Comprehensive Income” (“SFAS 130”). SFAS 130 establishes standards of disclosure and financial statement display for reporting total comprehensive income and its individual components. SFAS 130 became effective in 1998. Company management has determined that comprehensive income equals the Company’s net loss as of December 31, 1998.

      In June 1998, the Financial Accounting Standards Board issued SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”). SFAS 133 prescribes the accounting treatment for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Company may employ financial instruments to manage its exposure to fluctuations in interest rates (see Note 4(c)). The Company does not hold or issue such financial instruments for trading purposes. The Company will adopt SFAS 133, as required in the year 2000, and does not expect that the impact of adoption will have a material impact on the Company’s results of operations and statement of position.

F-23

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

      In March 1998, the AICPA issued SOP 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” (“SOP 98-1”), which is effective for fiscal years beginning after December 15, 1998. SOP 98-1 requires the capitalization of certain expenditures for software that is purchased or internally developed for use in the business. The Company elected to adopt SOP 98-1 in 1998. The impact of its adoption was immaterial to the Company’s results of operations and statement of position.

      In April 1998, the AICPA issued SOP 98-5, “Reporting on the Costs of Start-up Activities” (“SOP 98-5”). The SOP provides guidance on financial reporting of costs of start-up activities. SOP 98-5 is effective for fiscal years beginning after December 15, 1998. The Company believes the implementation of SOP 98-5 in 1999 will not have a material impact on its financial reporting.

13.  Pending Transactions:

      On January 6, 1999, the Company entered into an asset purchase agreement to acquire the FCC licenses and related assets used in the operations of radio stations WJON(AM), WWJO(FM) and KMXK(FM) in St. Cloud, Minnesota (the “St. Cloud Stations”) from WJON Broadcasting Company, for approximately $12,700,000 in cash. The transaction is subject to FCC consent.

      On March 5, 1999, the Company entered into an asset purchase agreement to sell the FCC licenses and related assets used in the operations of radio stations KAAA(AM), and KZZZ(FM) in Kingman, Arizona and KFLG(AM) and KFLG(FM) in Bullhead, Arizona (the “Kingman Stations”) for approximately $5,400,000 in cash to an unrelated third party. The transaction is subject to FCC consent. In addition, the Company entered into a local programming and marketing agreement with the purchaser effective April 1, 1999, which will end upon consummation of the sale or transaction of the asset purchase agreement.

      On March 30, 1999, the Company entered into an asset purchase agreement to sell the FCC licenses and related assets used in the operation of radio stations KZGL(FM), KVNA(AM) and KVNA(FM) in Flagstaff, Arizona (the “Flagstaff Stations”) for approximately $2,425,000 in cash to an unrelated third party. The transaction is subject to FCC consent.

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. However, the Company believes that the resolution of such matters for amounts above those reflected in the consolidated financial statements would not likely have a materially adverse effect on the Company’s results of operations or statement of position.

  Lease Commitments:

      The Company leases certain facilities and equipment used in its operations. Total rental expenses were approximately $502,000, $56,000 and $46,000 in 1998, 1997 and 1996, respectively.

F-24

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

      At December 31, 1998, the total minimum annual rental commitments under noncancelable leases are as follows:

		(Dollars in
		Thousands)
1999		$	730
2000			596
2001			503
2002			334
2003			260
Thereafter			1,476
	Total	$	3,899

15.  Related Party Transactions:

      The Company obtains all of its property and casualty insurance and director and officer liability insurance coverages through a firm 90.0% owned by the Company’s Chief Executive Officer and members of his immediate family. In 1998, the Company paid approximately $221,500 in insurance premiums.

16.  Subsequent Events (Unaudited):

  a.  Consummated and Pending Transactions:

      On March 1, 1999, the Company sold the FCC licenses and related assets used in the operations of WSSP(FM) in Charleston, South Carolina for approximately $1,600,000 in cash. The Company had previously issued a note for $1,500,000 to a third party which was collateralized by the assets of the station (See Note 10). Upon consummation of the sale, the note was repaid. The sale resulted in a $100,000 gain to the Company which has been included in other income in the accompanying unaudited condensed consolidated statement of operations for the nine months ended September 30, 1999.

      On May 6, 1999, the Company consummated the acquisition of the FCC licenses and related assets of the St. Cloud Stations for approximately $12,700,000 in cash (See Note 13). The purchase was financed by approximately $5,082,000 in proceeds from the issuance of Series F Convertible Preferred Stock and borrowings under the Company’s senior reducing credit facility. Based on an independent valuation, approximately $9,033,000 of the purchase price was allocated to the FCC licenses and is being amortized over a 40-year period, and the remaining $3,667,000 was allocated to property and equipment.

      On July 29, 1999, the Company entered into an agreement to purchase from an unrelated third party the FCC licenses and related assets used in the operations of radio stations WODZ(FM), WLZW(FM), WFRG(FM), WIBX(AM) and WRUN(AM) licensed to Utica/ Rome, New York and WCIZ(FM), WFRY(FM), WTNY(AM), and WUZZ(AM) licensed to Watertown, New York (the “Forever Stations”) for approximately $44,000,000 in cash and 100,000 shares of the Company’s $7.50 Series I Convertible Preferred Stock. The transaction has been approved by the FCC. The Company provided a $2,200,000 letter of credit as an escrow deposit in this transaction.

      On August 1, 1999, the Company sold the FCC licenses and related assets used in the operations of KCBQ(AM) in San Diego, California for approximately $6,000,000 in cash (See Note 10). The Company had previously issued a note for $6,000,000 to a third party which was collateralized by the assets of the station. Upon consummation of the sale, the note was repaid.

      On September 1, 1999, the Company purchased from an unrelated third party the FCC licenses and related assets used in the operations of radio stations WXKC(FM) and WRIE(AM) licensed to Erie, Pennsylvania and WXTA(FM) licensed to Edinboro, Pennsylvania (the “Erie Stations”) for approximately

F-25

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

$13,500,000 in cash. The purchase was financed by approximately $6,300,000 in proceeds from the issuance of Series H Convertible Preferred Stock and borrowings under the Company’s senior reducing credit facility. Approximately $12,350,000 of the purchase price has been allocated to the FCC licenses and is being amortized over a 40-year period. The remaining $1,150,000 was allocated to property and equipment and non-compete agreement.

      On September 13, 1999, the Company entered into an agreement to purchase from an unrelated third party the FCC licenses and related assets used in the operations of radio stations KLAQ(FM), KSII(FM) and KROD(AM) licensed to El Paso, Texas (the “El Paso Stations”) for approximately $23,500,000 in cash. The transaction is subject to FCC consent. The Company provided a $1,500,000 letter of credit as an escrow deposit in this transaction.

      On October 15, 1999, the Company consummated the sale of the FCC licenses and related assets of the Kingman Stations for approximately $5,400,000 in cash (See Note 13).

      On November 5, 1999, the Company sold the FCC licenses and related assets used in the operations of radio stations KRLT(FM) and KOWL(AM) in Lake Tahoe, California (the “Lake Tahoe Stations”) for approximately $1,250,000 in cash to an unrelated third party.

      On November 8, 1999 we signed a letter of intent to purchase all of the outstanding capital stock of KZAP, Inc., owner of radio station KZAP(FM) located in Chico, California for a purchase price of $1.4 million. The purchase price for the stock will be payable, in whole or in part, at the option of the seller, in cash or in shares of our common stock at a stated value of $6.00 per share.

  b.  Capital Stock:

      In April 1999, the Company issued 1,016,348 shares of Series F Convertible Preferred Stock at $5.00 per share to fund its purchase of the St. Cloud Stations.

      In April 1999, the Company’s shareholders voted to increase the number of authorized shares of common stock for 30,000,000 to 60,000,000 and increase the number of authorized shares of preferred stock from 20,000,000 to 40,000,000. These increases have not yet been implemented by an amendment to the Company’s Certificate of Incorporation, and the additional shares of preferred stock have not been designated as a specific series.

      In June 1999, the Company issued 636,363 shares of Series H Convertible Preferred Stock at $5.50 per share to certain existing preferred stockholders to fund a reduction in bank debt and working capital requirements. The Series H Convertible Preferred Stock was issued with similar terms as the Series G Convertible Preferred Stock. In addition, holders of the Series H Convertible Preferred Stock were granted the right to elect one individual to the Company’s Board of Directors upon and subject to certain conditions.

      In August 1999, the Company issued an additional 1,545,454 of Series H Convertible Preferred Stock at $5.50 per share to certain existing preferred stockholders and two new investors to fund in part the purchase of the Erie Stations as well as working capital requirements.

      On November 12, 1999, the Company had commitments for the purchase of $19,500,000 of Series K Convertible Preferred Stock (or a new series of convertible preferred stock with terms substantially similar to the terms of the Series H Convertible Preferred Stock) at $5.50 per share, subject to certain conditions being met. The net proceeds are to be used to reduce debt and to fund a portion of the purchase price of the Company’s pending acquisitions of the El Paso Stations and Forever Stations. The Company completed these transactions on December 14, 1999 with the issuance of 3,545,453 shares of Series K convertible preferred stock at $5.50 per share. The redeemable Series K convertible preferred shares issued on December 14, 1999 are deemed to have an embedded beneficial conversion feature valued in aggregate at $3,545,000. The beneficial conversion feature is allocated to additional paid in capital and reduces the value assigned to the Series K shares. The beneficial conversion feature is recognized immediately as a charge to additional paid-in

F-26

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

capital (since there is no returned earnings) resulting in an adjustment to income (loss) from continuing operations attributable to common stockholders and an increase in the carrying value of the preferred stock.

  c.  Assets Held for Sale:

      As of September 30, 1999, the Company had signed definitive agreements to sell the Flagstaff Stations, the Kingman Stations and the Lake Tahoe Stations. Pursuant to the terms of its credit agreement, when debt is above certain levels, the Company is required to reduce its outstanding borrowings under its credit agreement by an amount equal to the net proceeds received from any stations sold. As a result, approximately $8,824,000 of long-term debt are classified as current debt and approximately $8,713,000 in long-term assets are classified as assets held for sale in the accompanying September 30, 1999 unaudited condensed consolidated balance sheet. The assets classified as assets held for sale as of September 30, 1999 were recorded at the lower of their carrying value or estimated fair market value less anticipated disposition costs. The results from operations related to these properties are immaterial.

  d.  Long-term Debt:

      On November 11, 1999, the Company and its senior lenders amended the Credit Agreement in order to cure non-compliance by the Company as of September 30, 1999 with certain restrictive covenants. Under the amendment, the Company agreed that it will (a) borrow no additional funds during the balance of 1999, (b) obtain by no later than November 30, 1999, written commitments in form and substance satisfactory to the lenders for the issuance of at least $10,000,000 of additional net equity and (c) issue such equity no later than December 30, 1999. Of the net proceeds raised, subject to the provisions of the Credit Agreement, the first $10,000,000 must be applied to reduce permanently the senior debt. To the extent Regent raises more than $10,000,000, a substantial portion of the additional proceeds must be applied to reduce permanently the senior debt. The Company has written equity commitments dated November 12, 1999 in the total amount of $19,500,000, with funding contemplated prior to December 30, 1999.

F-27

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors
of Regent Communications, Inc.

We have audited the consolidated statements of operations, stockholders’ equity, and cash flows of Regent Communications, Inc. and Subsidiaries (the “Company”) for the year ended December 31, 1997 and for the period from November 5, 1996 (inception) through December 31, 1996. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. 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, the financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of Regent Communications, Inc. and Subsidiaries for the year ended December 31, 1997 and for the period from November 5, 1996 (inception) through December 31, 1996, in conformity with generally accepted accounting principles.

PricewaterhouseCoopers LLP
Cincinnati, Ohio
January 30, 1998

F-28

REGENT COMMUNICATIONS, INC.

Consolidated Statements of Operations

											Period from
		Three Months Ended									November 5,
		March 31,						Year Ended			to
								December 31,			December 31,
		1998			1997			1997			1996
		(Unaudited)			(Unaudited)
Broadcast revenues		$	2,564,175		$	12,536		$	5,302,603		$	—
Less agency commissions			(148,417	)		—			(386,598	)		—
	Net revenues		2,415,758			12,536			4,916,005			—
Station operating expenses			2,374,202			12,536			4,167,002			—
Time brokerage agreement fees, net			235,000						1,223,054			—
Depreciation and amortization expense			2,364			—			655			—
Corporate general and administrative expenses			231,095			16,838			517,486			12,406
	Operating loss		(426,903	)		(16,838	)		(992,192	)		(12,406	)
Interest expense, net			(203,928	)		—			(73,901	)		—
Other income (expense), net			1,908			4,105			(37,332	)		—
	Net loss	$	(628,923	)	$	(12,733	)	$	(1,103,425	)	$	(12,406	)

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

F-29

REGENT COMMUNICATIONS, INC.

Consolidated Statements of Cash Flows

												Period from
			Three Months Ended									November 5,
			March 31,						Year Ended			to
									December 31,			December 31,
			1998			1997			1997			1996
			(Unaudited)			(Unaudited)
Cash flows from operating activities:
	Net loss		$	(628,923	)	$	(12,733	)	$	(1,103,425	)	$	(12,406	)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Provision for bad debts			—			—			86,000			—
	Net barter expense			4,331			—			25,976			—
	Depreciation expense			2,364			—			361			—
	Amortization expense			—			—			294			—
Changes in operating assets and liabilities:
	Accounts receivable			132,373			(16,536	)		(1,593,623	)		—
	Other receivables and other current assets			(132,559	)		500			(252,395	)		—
	Accounts payable			61,014			3,596			513,598			12,406
	Accrued expenses			385,727			1,509			655,078			—
Net cash used in operating activities				(175,673	)		(23,664	)		(1,668,136	)		—
Cash flows used in investing activities:
	Cash paid for acquisitions costs			(559,718	)		(2,106	)		(774,762	)		—
	Cash paid for organizational costs			—			—			(17,637	)		—
	Deposits held in escrow for station acquisitions			—			—			(1,975,000	)		—
	Capital expenditures			(54,288	)		—			(54,153	)		—
Net cash used in investing activities				(614,006	)		(2,106	)		(2,821,552	)		—
Cash flows from financing activities:
	Proceeds from the issuance of preferred stock			—			—			5,200,000			—
	Proceeds from the issuance of common stock			—			50,000			—			592
	Contributions from common shareholders			—			—			600,000			—
	Payments for financing costs			—			—			(297,357	)		—
Net cash provided by financing activities				—			50,000			5,502,643			592
Net increase in cash and cash equivalents				(789,679	)		24,230			1,012,955			592
Cash, beginning of period				1,013,547			—			592			—
Cash, end of period			$	223,868		$	24,230		$	1,013,547		$	592
Cash paid for interest			$	—		$	—		$	35,000		$	—
Cash paid for fees under time brokerage agreements			$	—		$	—		$	1,287,808		$	—
Noncash investing and financing activities:
		Issuance of notes payable for acquisitions	$	423,000		$	—		$	7,500,000		$	—
		Issuance of preferred stock for note receivable	$	—		$	—		$	3,900,000		$	—

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

F-30

REGENT COMMUNICATIONS, INC.

Consolidated Statements of Stockholders’ Equity

									Additional
					Series A				Paid-In
	Common Stock				Preferred Stock				Capital			Deficit			Total
	Shares		Amount		Shares		Amount
Balance, November 5, 1996 (inception)		—	$	—		—	$	—	$	—		$	—		$	—
Issuance of common stock		240,000		2,400						(1,808	)					592
Net loss													(12,406	)		(12,406	)
Balance December 31, 1996		240,000		2,400						(1,808	)		(12,406	)		(11,814	)
Contribution from common shareholders										600,000						600,000
Issuance of Series A preferred stock						600,000		3,000,000								3,000,000
Preferred dividends on Series B and D redeemable stock										(26,907	)					(26,907	)
Net loss													(1,103,425	)		(1,103,425	)
Balances, December 31, 1997		240,000	$	2,400		600,000	$	3,000,000	$	571,285		$	(1,115,831	)	$	2,457,854

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

F-31

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements

1.  Accounting Policies and Description of Business:

  a.  Organization:

      JS Communications, Inc., a Delaware corporation, was established in November 1996. In March 1997, JS Communications, Inc. changed its name to Regent Communications, Inc. (“Regent” or the “Company”). The Company was formed to acquire, own and operate radio stations in small and medium-sized markets in the United States. At December 31, 1997, the Company owned one radio station and provided programming and other services to 21 radio stations located in nine markets. See Note 2.

      The Company began its broadcasting activities on March 1, 1997 by providing programming and other services to radio station KBCQ(FM) in San Diego under a time brokerage agreement and has continued to operate it as an owned station from and after June 6, 1997. Throughout the year, the Company also provided programming to 26 other stations over different periods of time: WEZL(FM) and WXLY(FM) in Charleston, South Carolina from June 1 to August 31; WXZZ(FM) in Lexington, Kentucky from July 1 to August 22; WLRO(FM) and WLTO(FM) in Lexington, Kentucky from September 1 to November 18; the 16 stations of The Park Lane Group from August 18 to December 31; KRDG(FM), KNNN(FM), KRRX(FM), and KNRO(FM) in Redding, California from October 10 to December 31; and WSSP(FM) in Charleston, South Carolina from December 5 to December 31.

  b.  Basis of Presentation:

      The accompanying consolidated financial statements include the accounts of Regent Communications, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.

  c.  Broadcast Revenue:

      Broadcast revenue for commercial broadcasting advertisements is recognized when the commercial is broadcast.

  d.  Barter Transactions:

      Barter transactions (advertising provided in exchange for goods and services) are reported at the estimated fair value of the product 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. For the year ended December 31, 1997, barter revenue was approximately $492,000, and barter expense was approximately $518,000.

  e.  Concentrations of Credit Risk:

      Financial instruments which potentially subject the Company to concentrations of credit risk consist principally 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.

  f.  Property, Plant and Equipment:

      Property and equipment are stated at cost and depreciated on the straight-line basis over five to ten years for equipment and six years for furniture.

  g.  Use of Estimates:

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

F-32

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

  h.  Time Brokerage Agreements:

      At December 31, 1997, the Company operated 21 radio stations under the terms of time brokerage agreements (“TBA’s”). Revenues and expenses related to such stations are included in operations since the effective dates of the agreements. Fees paid and received under such agreements are included in time brokerage agreement fees in the accompanying Consolidated Statements of Operations.

2.  Station Transactions and Pending Acquisitions:

      On June 6, 1997, the Company acquired substantially all of the assets of radio station KCBQ(AM) in San Diego, California for $6,000,000, subject to a five-year term note payable to the seller. Upon completion of the purchase, the Company’s TBA with the seller, effective since March 1, 1997, was terminated. Pursuant to the TBA and the Asset Purchase Agreement, the seller has agreed to reimburse the Company for operating losses incurred by KCBQ(AM) from March 1, 1997 through December 31, 1997. Such operating losses amounted to approximately $136,000. Additionally, the seller has agreed to reimburse the Company for all operating losses subsequent to December 31, 1997, while the station is held for sale. See Note 3. The results of operations of the acquired business is included in the Company’s financial statements since the date of acquisition.

      On June 16, 1997, the Company entered into a stock purchase agreement to acquire all of the outstanding capital stock of The Park Lane Group (“Park Lane”), a California corporation which owns 16 radio stations. The purchase price for the stock is $23,075,000 in cash, subject to adjustment as defined in the agreement. In addition, the Company entered into a TBA with Park Lane, effective August 18, 1997, which will end upon consummation of the acquisition described above or upon termination of the related stock purchase agreement. The Company paid approximately, $827,000 in TBA fees related to Park Lane during 1997. The Company received Federal Communications Commission (“FCC”) approval in November 1997 and expects to close the transaction prior to May 1998. At December 31, 1997, the Company has placed a $1,175,000 deposit held in escrow pending the closing of the Park Lane transaction.

      On June 1, 1997, the Company entered into a TBA with WEZL(FM) and WXLY(FM) located in Charleston, South Carolina. The TBA was terminated on August 31, 1997. The Company paid TBA fees of approximately $413,009 related to these stations.

      On August 22, 1997, the Company entered into an asset purchase agreement to acquire substantially all of the assets of radio stations WLRO(FM) and WLTO(FM) located in Richmond and Nicholasville, Kentucky, respectively, for $4,500,000 in cash. Simultaneously with the execution of the asset purchase agreement, the Company entered into a TBA with respect to WLRO(FM) and WLTO(FM), whereby the Company operated the stations from September 1, 1997 through November 18, 1997 and the Company paid TBA fees of approximately $45,000 related to these stations. Simultaneously with the previously mentioned agreements, the Company entered into an Assignment and Assumption Agreement with HMH Broadcasting (“HMH”), whereby the Company assigned to HMH all of its rights, title and interest in, to and under the original asset purchase agreement for WLRO(FM) and WLTO(FM).

      In August 1997, the Company entered into an agreement to acquire the assets of two radio stations, WRFQ(FM) and WSUY(FM) (collectively, “Charleston/ FMs”) in Charleston, South Carolina for $4,500,000. In December 1997, after it was determined that the Company would be unable to purchase additional stations in the market, the Company consummated the acquisitions of the Charleston/ FMs subject to a note payable, and immediately sold the two radio stations to a third-party at no gain or loss, in exchange for cancellation of the note payable.

      On August 22, 1997, the Company acquired substantially all of the assets of WXZZ(FM) located in Georgetown, Kentucky for $3,450,000, subject to a note payable from a third party. A TBA effective July 1, 1997, with WXZZ(FM) was terminated upon consummation of the purchase. On August 22, 1997, the

F-33

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

Company entered into an agreement to sell WXZZ(FM) to HMH for $3,450,000, in exchange for cancellation of the previously mentioned $3,450,000 note payable. In conjunction with this agreement, the Company also entered into a TBA with HMH effective August 22, 1997, with respect to WXZZ(FM) which was terminated on November 12, 1997, upon consummation of the sale of the station by the Company to HMH. The Company received TBA fees of approximately $62,254 related to the HMH TBA.

      On October 10, 1997, the Company entered into an Agreement of Merger, pursuant to which the Company will acquire all of the outstanding capital stock of Alta California Broadcasting, Inc. (“Alta”) (a wholly-owned subsidiary of Redwood Broadcasting, Inc.), which owns and operates radio stations KRDG(FM) and KNNN(FM) located in Redding, California. The purchase price for the stock consists of $1,000,000 in cash and 200,000 shares of the Company’s Series E Preferred Stock at a stated value of $1,000,000, subject to adjustment as defined in the agreement. The closing is conditioned on, among other things, receipt of FCC and other regulatory approvals. Additionally, Alta holds an option to purchase, and is required to purchase prior to closing, all of the assets held by Power Surge, Inc. for use in the operation of radio stations KRRX(FM) and KNRO(AM) located in Redding, California. In conjunction with this agreement and effective October 10, 1997, the Company entered into a TBA with Redwood Broadcasting, Inc. related to radio stations KRDG(FM), KNNN(FM), KRRX(FM) and KNRO(AM); payments under the TBA approximated $2,500 during 1997. The TBA will end upon closing of the merger described above or upon termination of the Agreement of Merger. At December 31, 1997, the Company has placed a $175,000 deposit held in escrow pending the closing of the Alta transaction.

      On December 5, 1997, the Company entered into an Agreement of Merger with Faircom, Inc. (“Faircom”), pursuant to which Faircom will be merged with and into the Company. At the effective date of the merger, each then outstanding share of Faircom common stock will be exchanged for approximately 3,850,000 shares of the Company’s Series C preferred stock, subject to adjustment as defined in the agreement. Approximately 300,000 shares of such Series C stock will be subject to the right of the holder to put such shares to the Company for redemption. Additionally, the holders of Faircom common stock options at the time of the merger will receive substitute stock options for the Company’s Series C stock under the Regent Communications, Inc. Faircom Conversion Stock Option Plan. The closing is conditioned on, among other things, receipt of FCC and other regulatory approvals, Faircom shareholder approval, closing of the Park Lane acquisition previously discussed, effectiveness of a Registration Statement to be filed by the Company, and the conversion of certain Faircom Subordinated Notes into Faircom Common Stock.

      On December 8, 1997, the Company entered into an asset purchase agreement with Continental Radio Broadcasting, L.L.C. to acquire substantially all of the assets of radio stations KFLG(AM) and KFLG(FM) located in Bullhead City, Arizona for $3,600,000 in cash, subject to adjustment as defined in the agreement. The closing is conditioned on, among other things, receipt of FCC and other regulatory approvals. At December 31, 1997, the Company has placed a $175,000 deposit held in escrow pending the closing of the transaction.

      On December 17, 1997, the Company entered into an asset purchase agreement to acquire substantially all of the assets of radio stations KIXW(AM) and KZXY(FM) located in Apple Valley, California for $6,000,000 in cash, subject to adjustment as defined in the agreement. The stations are owned by Ruby Broadcasting, Inc. (“Ruby”), a sister corporation and affiliate of Topaz Broadcasting, Inc. (“Topaz”). The closing is conditioned on, among other things, receipt of FCC and other regulatory approvals. The closing is also conditioned on the prior occurrence of a closing between the Company and Topaz (see below). Effective January 1, 1998, the Company entered into a TBA with respect to radio stations KIXW(AM) and KZXY(FM), which will end upon closing of the acquisition described above or upon the termination of the asset purchase agreement.

      On December 17, 1997, the Company entered into an Agreement of Merger, pursuant to which the Company will acquire all of the outstanding capital stock of Topaz. The purchase price for the stock consists

F-34

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

of 400,000 shares of the Company’s Series E preferred stock at a stated value of $2,000,000, subject to adjustment as defined in the agreement. The closing is conditioned on, among other things, receipt of FCC and other regulatory approvals. Additionally, Topaz is a party to an asset purchase agreement, and is required to purchase the assets of radio station KIXA(FM) located in Lucerne Valley, California, prior to closing of the Agreement of Merger with the Company. In conjunction with this agreement and effective January 1, 1998, the Company entered into a TBA with Topaz, including radio station KIXA(FM), which will end upon closing of the merger described above or upon termination of the Agreement of Merger. At December 31, 1997, the Company has placed a $400,000 deposit held in escrow pending the closing of the Ruby and Topaz transactions.

      In December 1997, the Company acquired an option to purchase substantially all of the assets of radio station WSSP(FM) located in Goose Creek, South Carolina. The purchase price for the option was $1,500,000, subject to a five year term note payable to a third party. See Note 9. The term of the option is one year. Due to a lack of complimentary stations in the market, the Company is currently seeking a buyer for the option. The Company also entered into a TBA with respect to WSSP(FM) effective December 5, 1997.

3.  Pending Disposition:

      On December 16, 1997, the Company signed a Letter of Intent with a third party to sell substantially all of the assets of radio station KCBQ(AM) located in San Diego, California for $6,500,000 in cash. The Company is currently involved in negotiating a definitive agreement and anticipates the sale will close prior to July 31, 1998. Net broadcast revenue of approximately $66,000 and broadcast expenses of approximately $202,000 related to KCBQ(AM) were included in the Consolidated Statement of Operations for the year ended December 31, 1997.

4.  Capital Stock:

      The Company’s Amended and Restated Certificate of Incorporation authorizes 30,000,000 shares of common stock and 20,000,000 shares of preferred stock and designates 620,000 shares as Series A Convertible Preferred Stock (“Series A”), 1,000,000 shares as Series B Senior Convertible Preferred Stock (“Series B”), 4,300,000 shares as Series C Convertible Preferred Stock (“Series C”), 1,000,000 shares as Series D Convertible Preferred Stock (“Series D”) and 5,000,000 shares as Series E Convertible Preferred Stock (“Series E”). The stated value of all series of preferred stock is $5.00 per share.

      Series A, Series C, and Series E have the same voting rights as common stock and may be converted at the option of the holder into one share of common stock, subject to adjustment, as defined. The Company’s Board of Directors also has the right to require conversion of all shares of Series A, C and E upon the occurrence of certain events, as defined. Series B and Series D have no voting power except for specific events, as defined. Series A, Series C, Series D and Series E have equal rights for the payment of dividends and the distribution of assets and rights upon liquidation, dissolution or winding up of the Company. Series B ranks senior to all other series of preferred stock and may be converted at the option of the holder into one-half share of common stock, subject to adjustment, as defined. The Company’s Board of Directors also has the right to require conversion of all shares of Series B upon the occurrence of certain events, as defined.

      Upon liquidation of the Company, no distribution shall be made (a) to holders of stock ranking junior to the Series B unless the holders of the Series B have received the stated value per share, plus an amount equal to all unpaid dividends or (b) to the holders of stock ranking on a parity with the Series B, except distributions made ratably on the Series B and all other such parity stock. Dividends accrue on all series of preferred stock at a cumulative annual rate of $0.35 per share. The Company may redeem Series A, B and D at the stated value, plus an amount equal to all unpaid dividends to the date of redemption, whether or not declared. The Company is also required to redeem all shares of Series B and D in the event the closing of

F-35

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

the Faircom merger and the Park Lane acquisition has not occurred on or before June 30, 1998, at the stated value plus an amount equal to all unpaid dividends to the date of redemption, whether or not declared. Undeclared dividends in arrears on all outstanding series of preferred stock amounted to $146,175 at December 31, 1997.

      In connection with the issuance of 1,000,000 shares of Series B, the Company received cash proceeds of $1,100,000 and a promissory note for $3,900,000. The note is due upon consummation of the Faircom merger as described in Note 2. The note bears interest at 7.0%; provided that to the extent dividends have accrued on the Series B shares but have not been paid, such interest will be offset against the amount of such accrued but unpaid dividends.

      Under the terms of a Stock Purchase Agreement dated December 1, 1997, the Chief Operating Officer of the Company has agreed to purchase 20,000 shares of Series A for $100,000 on or before the closing of the Company’s Park Lane acquisition. See Note 2.

      Under the terms of a Stock Purchase Agreement dated December 8, 1997, an existing shareholder of the Company has agreed to purchase 780,000 shares of Series D for $3,900,000 on or before the closing of the merger with Faircom discussed in Note 2.

5.  Income Taxes:

      The Company recorded no income tax expense or benefit for the years ended December 31, 1997 and 1996.

      The Company has cumulative federal and state tax loss carryforwards of approximately $1,163,000 at December 31, 1997. The loss carryforwards will expire in the year 2012.

6.  Bank Credit Facility:

      In November 1997, the Company entered into an agreement with a group of lenders (the “Credit Agreement”) which provides for a senior reducing revolving credit facility with a commitment of up to $55,000,000 expiring in March 2005 (the “Revolver”). The Credit Agreement is available for working capital and acquisitions, including related acquisition expenses. In addition, the Company may request from time to time that the lenders issue Letters of Credit in accordance with the same provisions as the Revolver. At December 31, 1997, no amounts were outstanding under the Credit Agreement.

      The Credit Agreement requires that the commitment under the Revolver be reduced quarterly for each of the four quarters ending December 31, 1999 and by increasing quarterly amounts thereafter, and, under certain circumstances, requires mandatory prepayments of any outstanding loans and further commitment reductions. The indebtedness of the Company under the Credit Agreement is collateralized by liens on substantially all of the assets of the Company and its operating and license subsidiaries and by a pledge of the operating and license subsidiaries’ stock, and is guaranteed by those subsidiaries. The Credit Agreement contains restrictions pertaining to the maintenance of financial ratios, capital expenditures, payment of dividends or distributions of capital stock and incurrence of additional indebtedness.

      Interest under the Credit Agreement is payable, at the option of the Company, at alternative rates equal to the LIBOR rate (5.75% at December 31, 1997) plus 1.25% to 2.50% or the base rate announced by the Bank of Montreal plus 0% to 1.25%. The spreads over the LIBOR rate and such base rate vary from time to time, depending upon the Company’s financial leverage. The Company will pay quarterly commitment fees equal to 0.375% to 0.50% per annum, depending upon the Company’s financial leverage, and the aggregate unused portion of the aggregate commitment under the Credit Agreement. The Company also is required to pay certain other fees to the agent and the lenders for the administration of the facilities and the use of the credit facility. At December 31, 1997, the Company had paid nonrefundable fees totaling approximately

F-36

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

$275,000. In addition, the Company is committed to pay the remaining facility fee in the amount of approximately $500,000 upon the execution of the merger between the Company and Faircom. See Note 2.

7.  Leases:

      The Company and its subsidiaries lease certain equipment and facilities used in their operations. Future minimum rentals under all noncancelable operating leases as of December 31, 1997 are payable as follows:

1998	$	557,208
1999		185,594
2000		104,210
2001		96,135
2002		47,868
Thereafter		120,799
	$	1,111,814

      Rental expense was approximately $214,692 and $0.0 for the years ended December 31, 1997 and 1996, respectively, including lease rental payment sunder time brokerage agreements.

8.  Recent Pronouncements:

      In June, 1997 the Financial Accounting Standards Board issued Statement No. 130, “Reporting Comprehensive Income” (“SFAS 130”). SFAS 130 establishes standards of disclosure and financial statement display for reporting total comprehensive income and its individual components. It is effective for the Company in 1998.

9.  Subsequent Events:

      In January 1998, the Board of Directors of the Company adopted the Regent Communications, Inc. 1998 Management Stock Option Plan (the “1998 Plan”). The 1998 Plan provides for the issuance of up to 2,000,000 common shares in connection with the issuance of nonqualified and incentive stock options and eligibility is determined by the Company’s Board of Directors. The exercise price of the options is to be not less than the fair market value at the grant date, except for any 10.0% owner (as defined), for whom the option share price must be at least 110.0% of fair market value at the grant date. The options expire no later than ten years from the date of grant, or earlier in the event a participant ceases to be an employee of the Company. The Company intends to apply the provisions of APB Opinion 25, “Accounting for Stock Issued to Employees” (“APB 25”), in accounting for the 1998 Plan. Under APB 25, no compensation expense is recognized for options granted to employees at exercise prices which are equal to the fair market value of the underlying common stock at the grant date.

      In February 1998 and effective upon consummation of the Faircom merger, the Board of Directors authorized a grant of incentive stock options to the Chief Executive Officer and Chief Operating Officer of the Company. The options will provide each of the holders with the right to acquire approximately 733,333 shares of the Company’s common stock at an expected price per share of $5.00. Of these options, that portion providing for the purchase of shares having a total fair market value on the date of grant of $1,000,000 will be exercisable by each holder in equal 10.0% increments beginning on the grant date and on each of the following nine anniversary dates of the grants. The balance of the options will be exercisable in equal one-third increments at the end of each of the first three years following the grant. All options expire on February 28, 2008.

F-37

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

10.  Subsequent Events (Unaudited):

      On June 15, 1998 the following acquisitions were consummated:

      The Company acquired all of the outstanding common stock of Faircom for 3,720,620 shares of Series C. The acquisition has been treated for accounting purposes as the acquisition of the Company by Faircom under the purchase method of accounting, with Faircom as the accounting acquirer (reverse acquisition).

      The Company acquired all of the outstanding capital stock of Park Lane for approximately $17,468,000 in cash. The acquisition was accounted for under the purchase method of accounting and was financed through borrowing under the Company’s credit facility. The excess cost over the fair market value of net assets acquired and FCC licenses related to this acquisition will be amortized over a 40-year period. Park Lane owned 16 radio stations in California and Arizona. At the time of the acquisition, the Company entered into a one-year consulting and non-competition agreement with the President of Park Lane, providing for the payment of a fee of $200,000.

      The Company acquired the FCC licenses and related assets used in the operation of radio stations KIXW(AM) and KZXY(FM) in Apple Valley, California from Ruby, and affiliate of Topaz, for $5,985,000 in cash. The acquisition was financed through borrowings under the Company’s credit facility. The FCC licenses acquired will be amortized over a 40-year period.

      The Company acquired the FCC licenses and related assets used in the operation of radio stations KFLG(AM) and KFLG(FM) in Bullhead City, Arizona from Continental Radio Broadcasting, L.L.C. (“Continental”) for approximately $3,622,000 in cash. The Company separately acquired the accounts receivables of these stations for an additional cash purchase price of approximately $130,000. The acquisitions were financed through borrowings under the Company’s credit facility. The FCC licenses acquired will be amortized over a 40-year period.

      The Company acquired all of the outstanding capital stock of Alta for $1,000,000 in cash and 200,000 shares of Series E at a stated value of $5.00 per share. The acquisition was accounted for under the purchase method of accounting and was financed through borrowings under the Company’s credit facility. The excess cost over the fair market value of net assets acquired and FCC licenses related to this acquisition will be amortized over a 40-year period. Alta owned four radio stations in California.

      The Company acquired all of the outstanding capital stock of Topaz and the FCC licenses and operating assets of radio station KIXA(FM) in Lucerne Valley, California for 242,592 shares of Series E at a stated value of $5.00 per share. The Topaz acquisition was accounted for under the purchase method of accounting. The excess cost over the fair market value of net assets acquired and FCC licenses related to this acquisition will be amortized over a 40-year period. Topaz operated one radio station in California and owned the right to purchase the station from RASA Communications. The Company, immediately following the acquisition of Topaz, exercised this purchase option for $275,000 cash, adjusted as defined in the agreement.

      In order to finance the foregoing acquisitions and to provide additional working capital, the Company borrowed $34,400,000 under its Credit Agreement on June 15, 1998. Also on June 15, 1998, the Company issued additional equity as follows, the proceeds of which were used to fund the aforementioned acquisitions:

      The Company issued 2,050,000 shares of its Series F at a purchase price of $5.00 per share, and in conjunction therewith, issued warrants to purchase a total of 860,000 shares of the Company’s common stock at $5.00 per share.

      The purchasers of the Company’s Series F have committed to purchase, on a pro rata basis, an additional 2,050,000 shares of Series F at $5.00 per share to fund future acquisitions by the Company.

F-38

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

      G.E. Capital paid $3,900,000 cash to complete its purchase of shares of the Company’s Series B, pursuant to the terms of its Stock Purchase Agreement and Promissory Note dated December 8, 1997. In addition, the Company issued to GE Capital a warrant to purchase 50,000 shares of the Company’s Common Stock at $5.00 per share.

      BMO Financial, Inc. paid $3,900 cash for 780,000 shares of the Company’s Series D.

      The Company’s President, Chief Operating Officer and Secretary, purchased 20,000 shares of Series A at a purchase price of $5.00 per share.

      The Company issued to River Cities on June 15, 1998 a five-year warrant to purchase 80,000 shares of the Company’s Common Stock at an exercise price of $5.00 per share, as an inducement for River Cities, as an existing holder of Series A, to approve the Company’s merger with Faircom and the issuance of the Series C in connection therewith.

      Total costs associated with the above transactions were approximately $6,000,000.

F-39

REGENT COMMUNICATIONS, INC.

Notes to Consolidated Financial Statements (continued)

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors

of Regent Communications, Inc.

In our opinion, the accompanying combined balance sheets and the related statements of operations, cash flows, and stockholders’ equity present fairly, in all material respects, the financial position of Forever of NY, Inc., Forever of NY, LLC, and related assets of Forever Broadcasting LLC at September 30, 1999 and December 31, 1998 and 1997, and the results of their operations and their cash flows for the nine months ended September 30, 1999 and the years ended December 31, 1998 and 1997, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

As discussed in Note 13 to the Financial Statements, the Company adopted statement of Position 98-5 “Reporting on the Costs of Start-up Activities” in 1999.

PricewaterhouseCoopers LLP

Cincinnati, Ohio

December 17, 1999

F-40

FOREVER OF NY, INC.

Combined Balance Sheets

						December 31,
				September 30,
				1999		1998		1997
ASSETS
Current assets:
	Cash			$	1,505,389	$	473,245	$	120,939
	Accounts receivable, less allowance for doubtful accounts of $231,541 in 1999, $206,088 in 1998, and $135,340 in 1997				1,597,784		1,977,904		1,681,541
	Other current assets				11,731		8,168		22,508
		Total current assets			3,114,904		2,459,317		1,824,988
	Receivable from affiliates				2,370,048		1,427,281		620,265
	Property and equipment, net				2,870,868		3,054,723		3,417,838
	Intangible assets, net				5,084,337		5,646,308		6,299,056
		Total assets		$	13,440,157	$	12,587,629	$	12,162,147
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current portion of long-term debt			$	1,211,794	$	1,195,850	$	755,009
	Current portion of non-compete agreements				100,000		120,000		120,000
	Accounts payable				107,189		355,857		175,503
	Accrued expenses				85,036		53,560		48,183
		Total current liabilities			1,504,019		1,725,267		1,098,695
Long-term debt					8,355,002		8,370,946		9,311,787
Notes payable to stockholders					948,338		948,338		948,338
Accrued interest					399,765		328,638		233,804
Non-compete agreements					200,000		300,000		420,000
Other liabilities					—		—		15,958
		Total liabilities			11,407,124		11,673,189		12,028,582
Commitments and Contingencies:
Stockholders’ equity
Common stock $1 par value, 50,000 shares authorized;
	1,000 shares issued and outstanding				1,000		1,000		1,000
	Retained earnings				2,032,033		913,440		132,565
		Total stockholders’ equity		$	2,033,033	$	914,440	$	133,565
			Total liabilities and stockholders’ equity	$	13,440,157	$	12,587,629	$	12,162,147

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

F-41

FOREVER OF NY, INC.

Combined Statements of Operations

				Nine Months Ended						Year Ended
				September 30,						December 31,
				1999			1998			1998			1997
							(Unaudited)
Gross broadcast revenues				$	6,917,882		$	6,169,866		$	8,589,590		$	7,623,458
	Less: Agency commissions				(755,129	)		(649,948	)		(992,345	)		(703,086	)
		Net broadcast revenues			6,162,753			5,519,918			7,597,245			6,920,372
Station operating expenses					2,692,419			2,772,972			3,699,967			3,942,233
Depreciation and amortization					747,782			772,774			1,019,905			1,059,398
General and administrative expenses					865,507			855,051			1,139,119			1,303,431
			Operating income		1,857,045			1,119,121			1,738,254			615,310
Interest expense					(648,438	)		(739,702	)		(976,988	)		(989,737	)
Other income (expense), net					(8,479	)		99,593			19,609			113,836
Income (loss) before cumulative effect of change in accounting principle					1,200,128			479,012			780,875			(260,591	)
Cumulative effect of change in accounting principle (Note 13)					(81,535	)		—			—			—
			Net income (loss)		1,118,593		$	479,012		$	780,875		$	(260,591	)

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

F-42

FOREVER OF NY, INC.

Combined Statements of Cash Flows

					Nine Months Ended						Year Ended
					September 30,						December 31,
					1999			1998			1998			1997
								(Unaudited)
Cash flows from operating activities:
	Net income (loss)				$	1,118,593		$	479,012		$	780,875		$	(260,591	)
	Adjustments to reconcile net income (loss) to cash flows from operating activities:
		Depreciation and amortization				747,782			772,774			1,019,905			1,059,398
		Loss on impairment of assets				—			—			182,918
		Cumulative effect of accounting change				81,535			—			—			—
		Gain on involuntary conversion of non-monetary assets				—			(82,308	)		(82,308	)		—
		Barter, net				(40,273	)		61,456			12,704			(21,894	)
		Changes in operating assets and liabilities:
			Accounts receivable			420,393			(153,417	)		(133,773	)		(24,751	)
			Other assets			(3,563	)		(5,996	)		4,005			(2,399	)
			Accounts payable			(248,668	)		57,092			10,701			(36,332	)
			Accrued expenses			31,476			8,715			5,377			(63,822	)
			Accrued interest			71,127			71,127			94,834			107,333
				Net cash flows provided by operating activities		2,178,402			1,208,455			1,895,238			756,942
Cash flows from investing activities:
	Purchase of property and equipment					(133,491	)		(40,134	)		(430,986	)		(178,085	)
	Proceeds from insurance claim					—			331,028			331,028			—
	Proceeds from sale of station					50,000			—			—			—
				Net cash flows used in investing activities		(83,491	)		290,894			(99,958	)		(178,085	)
Cash flows from financing activities:
	Principal payments on long-term debt					—			(50,000	)		(515,958	)		(34,042	)
	Principal payments on non-compete agreements					(120,000	)		(120,000	)		(120,000	)		(120,000	)
	Principal payments on notes payable to stockholders					—			—			—			(133,685	)
	Change in intercompany receivable from affiliates					(942,767	)		(1,165,130	)		(807,016	)		(501,056	)
				Net cash flows used in financing activities		(1,062,767	)		(1,335,130	)		(1,442,974	)		(788,783	)
Net increase (decrease) in cash						1,032,144			164,219			352,306			(209,926	)
Cash at the beginning of the period						473,245			120,939			120,939			330,865
Cash at the end of the period					$	1,505,389		$	285,158		$	473,245		$	120,939
Supplemental disclosure:
	Interest paid				$	597,299		$	668,575		$	882,154		$	891,307

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

F-43

FOREVER OF NY, INC.

Combined Statements of Stockholders’ Equity

		Common Stock							Total
						Retained			Stockholders’
		Shares		Value		Earnings			Equity
Balance at December 31, 1996			1,000	$	1,000	$	393,156		$	394,156
	Net loss		—		—		(260,591	)		(260,591	)
Balance at December 31, 1997			1,000		1,000		132,565			133,565
	Net income		—		—		780,875			780,875
Balance at December 31, 1998			1,000		1,000		913,440			914,440
	Net income		—		—		1,118,593			1,118,593
	Balance at September 30, 1999		1,000	$	1,000	$	2,032,033		$	2,033,033

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

F-44

FOREVER OF NY, INC.

Notes to Combined Financial Statements

1.  Basis of Presentation:

      These financial statements of Forever of NY, Inc., an S-Corporation, its wholly-owned subsidiary Forever of NY, LLC, and certain related operating assets (principally intangibles), of Forever Broadcasting, LLC (collectively referred to as the “Company”) have been prepared in connection with the proposed sale of the Company (see Note 14). The Company owns and operates radio stations WCIZ(FM), WFRY(FM), WUZZ(AM) and WTNY(AM) in Watertown, New York and WFRG(FM), WRUN(AM), WODZ(AM) and (FM), WIBX(AM), and WLZW(FM) in Utica-Rome, New York. The Company is affiliated with Forever of PA, Inc., Forever of Ohio, Inc., Forever Broadcasting, LLC and their respective wholly-owned subsidiaries (the “Affiliates” or “Affiliated Group”) due to such companies being under common control.

      The accompanying combined financial statements reflect the financial position, results of operations, cash flows and changes in stockholders’ equity as if the Company were a separate entity for the periods presented. The combined financial statements have been prepared using the historical basis in the assets and liabilities and historical results of operations related to the Company. All material intercompany transactions and balances have been eliminated.

      The liabilities of the Company include outstanding third-party indebtedness and certain amounts owed to the stockholders and related interest expense determined based upon the borrowings that were necessary to complete the acquisitions of the properties owned and operated by the Company (see Notes 6 and 9). Interest expense shown in the combined financial statements reflects the interest expense associated with the allocated borrowings for each period presented using the weighted average interest rate of the Company and the Affiliates.

      The financial information included herein may not necessarily reflect the consolidated results of operations, financial position, changes in stockholder’s equity and cash flows of the Company in the future or what they would have been had it been a separate, stand-alone entity during the periods presented.

      The financial statements for the nine months ended September 30, 1998, are unaudited, but, in the opinion of management, such financial statements have been presented on the same basis as the audited financial statements for the year ended December 31, 1998, and include all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the financial position and results of operations and cash flows for these periods.

2.  Summary of Significant Accounting Policies:

  a.  Broadcast Revenues:

      Broadcast revenues for commercial broadcasting advertisements are recognized when the commercials are broadcast.

  b.  Barter Transactions:

      The Company engages in the bartering of commercial airtime for various goods and services. Revenues are recognized at such time as the commercial spots are aired and merchandise or services received are charged to expense when used or received.

  c.  Property and Equipment:

      Property and equipment are recorded at cost. Expenditures for maintenance and repairs are expensed as incurred. When property and equipment is sold or disposed of, the asset and related accumulated depreciation are removed from the accounts and a gain or loss is recorded in the statement of operations as a component of other income, net.

F-45

FOREVER OF NY, INC.

Notes to Combined Financial Statements (continued)

      Depreciation of property and equipment is computed on the straight-line basis over the estimated useful lives of the related assets, as follows:

Building and improvements	40 years
Broadcast equipment	5-15 years
Furniture and fixtures	5-15 years

  d.  Intangible Assets:

      Intangible assets are stated at cost and amortized on the straight-line basis over the following lives:

FCC licenses, goodwill and organization costs	15 years
Deferred financing costs	8 years
Non-compete agreements	4-5  years

      Goodwill and other intangibles are evaluated periodically if events or circumstances indicate a possible inability to recover their carrying amount. Such evaluation is based on various analyses, including cash flow and profitability projections. If future expected undiscounted cash flows are insufficient to recover the carrying amount of the asset, then an impairment loss is recognized based upon the excess of the carrying value of the asset over the anticipated cash flows on a discounted basis.

  e.  Operating leases:

      The Company leases a portion of their towers to various entities. The rental income of $71,000, $93,504 and $88,258 for the nine months ended September 30, 1999 and the years ended December 31, 1998 and 1997 is included in other income.

  f.  Financial Instruments:

      Financial instruments as of September 30, 1999 and December 31, 1998 and December 31, 1997, consist of cash, accounts receivable, accounts payable, and all of which the carrying amounts approximate fair value.

  g.  Estimates:

      The preparation of financial statements in conformity with generally accepted accounting principles requires that management make estimates and assumptions which affect the amounts reported. Actual results could differ from those estimates.

F-46

FOREVER OF NY, INC.

Notes to Combined Financial Statements (continued)

3.  Property and Equipment:

      Property and equipment at September 30, 1999 and December 31, 1998 and 1997 consisted of the following:

				December 31
	September 30
	1999			1998			1997
Land	$	305,700		$	305,700		$	330,700
Building and improvements		1,199,556			1,183,970			1,307,969
Broadcast equipment		2,232,252			2,192,764			2,238,537
Furniture and fixtures		418,926			371,940			394,329
Construction in progress		31,188			31,188			—
		4,187,622			4,085,562			4,271,535
Less: accumulated depreciation		(1,316,754	)		(1,030,839	)		(853,697	)
Property and equipment, net	$	2,870,868		$	3,054,723		$	3,417,838

4.  Intangible Assets:

      Intangible Assets at September 30, 1999 and December 31, 1998 and 1997 consisted of the following:

				December
	September 30
	1999			1998			1997
FCC licenses and goodwill	$	6,288,675		$	6,288,675		$	6,363,418
Non-compete agreements		747,200			747,200			747,200
Deferred financing costs		534,260			532,126			532,126
Organization costs		—			125,601			125,601
		7,570,135			7,693,602			7,768,345
Less: accumulated amortization		(2,485,798	)		(2,047,294	)		(1,469,289	)
Intangible assets, net	$	5,084,337		$	5,646,308		$	6,299,056

5.  Impairment of Assets:

      In May 1999, the Company sold to Bible Broadcasting Network, Inc. the FCC licenses and related assets of WODZ(AM) in Utica, New York for $50,000 in cash. In accordance with Financial Accounting Standards Board No. 121, Accounting for the Impairment of Long-Lived Assets to be Disposed of, the Company recorded an impairment loss of approximately $183,000 included in other expense in December 1998.

6.  Long-term Debt:

      The Bank of Montreal is the agent for a note payable requiring quarterly principal payments, with a maturity date of December 2004. This agreement was entered into by the Company and the Affiliates and provides for a total commitment of $24,000,000. As of September 30, 1999 and December 31, 1998 and 1997 the balance due under the note payable was $22,500,000 , $22,500,000 and $20,700,000, respectively. Approximately $9,567,000, $9,567,000 and $10,067,000 of the total balance due has been allocated to the Company for each period respectively, based on the fair value of assets acquired by each of the affiliates at September 30, 1999 and December 31, 1998 and December 31, 1997, respectively.

F-47

FOREVER OF NY, INC.

Notes to Combined Financial Statements (continued)

      The Company and the Affiliates are jointly and severely liable for the entire balance of the note payable. The loan agreement contains certain financial covenants and restrictions including limitations on additional indebtedness and capital expenditures and a requirement to maintain minimum financial ratios and operating cash flows. It also requires a mandatory prepayment of principal based on excess operating cash flows, as defined by the agreement. Certain stockholders of the Company and the Affiliates are obligors of the loan which is collateralized by all equipment of the Company and the Affiliates (See Note 12).

      Interest expense of approximately $597,000, $880,000 and $891,000 for the nine months ended September 30, 1999 and the years ended December 31, 1998 and 1997, respectively, was determined based on the weighted average interest rate for the Company and the Affiliates of 8.3%, 8.9% and 8.8% for each of the respective years. The Company believes these allocations are reasonable estimates of the cost of financing the Company’s assets and operations in the past.

      Principal maturities of long-term debt as of September 30, 1999 are as follows:

Remaining 1999 and 2000	$	1,530,687
2001		1,530,687
2002		1,785,802
2003		2,040,916
2004		2,678,704
	$	9,566,796

7.  Income Taxes:

      Income taxes on the income of a S-Corporation and a LLC is the responsibility of its stockholders. Therefore, no provision for federal or state corporate income taxes was recorded for the Company.

8.  Commitments:

      The Company leased office space, located in Ontario, Canada, under an operating lease which expired on November 30, 1998. Rent expense for the years ended December 31, 1998 and 1997 was approximately $6,600 and $6,800 respectively.

9.  Related Party Transactions:

      The Company has notes payable due to the stockholders of the Company for approximately $948,000 as of September 30, 1999 and December 31, 1998 and 1997. These notes are payable fifteen days after the bank borrowings have been paid in full (see Note 6). The stockholders’ notes payable bear interest at a rate that ranges from 2.0% plus a bank’s prime rate to a 10.0% fixed rate. The weighted average interest rate at September 30, 1999 and December 31, 1998 and December 31, 1997 was 10.25%, 9.75% and 10.5%, respectively. The Company had approximately $400,000, $329,000 and $234,000 of accrued interest outstanding on the notes as of September 30, 1999 and December 31, 1998 and 1997, respectively. The notes are subordinate to the bank borrowings.

      Receivables from affiliates represent advances to Affiliates for operating activities.

10.  Profit Sharing Plan:

      Effective November 1996, the Company adopted a qualified 401(k) profit sharing plan. All employees are eligible to participate in the plan as long as age and service requirements are met. The Plan provides for matching contributions by the Company in such amounts as management may determine. Contributions for

F-48

FOREVER OF NY, INC.

Notes to Combined Financial Statements (continued)

the nine months ended September 30, 1999 and years ended December 31, 1998 and 1997 were approximately $9,600, $16,000 and $21,000, respectively.

11.  Non-compete Agreements:

      The Company has entered into several non-compete agreements, through various acquisitions. During 1999, 1998 and 1997, the Company recognized expense of $96,000, $134,000 and $115,000 respectively.

      The following is a summary of the non-compete agreements to be paid:

2000	$	100,000
2001		100,000
2002		100,000
	$	300,000

12.  Ice Storm Damage:

      In January 1998, the Company sustained damage to certain of its towers and antennas from a severe ice storm. The Company recognized a gain for the excess of insurance proceeds over the net book value of the assets destroyed of approximately $82,000 included in other income.

13.  Recently Issued Accounting Pronouncements:

      In June 1997, the Financial Accounting Standard Board issued SFAS 130, “Reporting Comprehensive Income” (“SFAS 130”). SFAS 130 establishes standards of disclosure and financial statement display for reporting total comprehensive income and its individual components. SFAS 130 became effective in 1998. Company management has determined that comprehensive income equals the Company’s net income for all periods presented.

      In March 1998, the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” (“SOP 98-1”), which is effective for fiscal years beginning after December 15, 1998. SOP 98-1 requires the capitalization of certain expenditures for software that is purchased or internally developed for use in the business. The Company elected to adopt SOP 98-1 in 1998. The impact of its adoption was immaterial to the Company’s results of operations and statement of position.

      In April 1998, the AICPA issued Statement of Position 98-5 “Reporting on the Costs of Start-Up Activities” (“SOP 98-5”). SOP 98-5 specifies that costs of start-up activities and organizational costs be expensed when incurred. SOP 98-5 is effective for financial statements for fiscal years beginning after December 15, 1998. The initial application of SOP 98-5 is reported as a cumulative effect of a change in accounting principle in 1999.

14.  Pending Sale of Company:

      On July 29, 1999, Regent Communications, Inc. and Regent Licensee, Inc. entered into a definitive purchase agreement to acquire the FCC licenses and related assets used in the operations of the Company for approximately $44,000,000 in cash and 100,000 shares of Regent’s Series I Convertible Preferred Stock. The transaction is subject to final FCC approval.

F-49

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors

of Regent Communications, Inc.

In our opinion, the accompanying combined balance sheets and the related combined statements of operations, partners’ net investment and cash flows present fairly, in all material respects, the combined financial position of New Wave Broadcasting, L.P.’s radio stations, KLAQ(FM), KSII(FM), and KROD(AM) at September 30, 1999 and December 31, 1998, and the results of their operations and their cash flows for the nine months ended September 30, 1999 and the year ended December 31, 1998 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the management of New Wave Broadcasting, L.P.; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

December 17, 1999

Cincinnati, Ohio

F-50

NEW WAVE BROADCASTING, L.P.

RADIO STATIONS KLAQ(FM), KSII(FM), AND KROD(AM)

Combined Balance Sheets

			September 30,		December 31,
			1999		1998
ASSETS
Current assets:
	Cash and cash equivalents		$	173,637	$	38,016
	Accounts receivable, net of allowance of $163,084 at September 30, 1999 and $210,470 at December 31, 1998			1,010,008		1,080,152
	Prepaid expenses and other			19,836		31,846
		Total current assets		1,203,481		1,150,014
Property and equipment, net				417,983		432,345
Intangible assets, net				6,899,920		7,331,820
		Total assets	$	8,521,384	$	8,914,179
LIABILITIES AND PARTNERS’ NET INVESTMENT
Current liabilities:
	Accounts payable		$	144,231	$	122,713
	Accrued sales commissions			55,923		60,029
	Accrued agency fees			79,702		91,999
	Accrued medical			68,979		57,187
	Accrued other			82,842		86,917
	Loan payable, current portion			10,224		10,222
		Total current liabilities		441,901		429,067
	Loan payable, non-current portion			6,829		14,498
		Total liabilities		448,730		443,565
Commitments and contingencies
Partners’ net investment			$	8,072,654	$	8,470,614
		Total liabilities and partners’ net investment	$	8,521,384	$	8,914,179

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

F-51

NEW WAVE BROADCASTING, L.P.

RADIO STATIONS KLAQ(FM), KSII(FM), AND KROD(AM)

Combined Statements of Operations

								For the Year
		For the Nine Months Ended						Ended
		September 30,						December 31,
		1999			1998			1998
					(Unaudited)
Gross broadcast revenues		$	4,627,660		$	3,883,887		$	5,814,329
	Less: Agency commissions		(550,044	)		(487,497	)		(642,421	)
Net broadcast revenues			4,077,616			3,396,390			5,171,908
Station operating expenses			2,431,235			2,060,280			3,346,534
Depreciation and amortization			464,474			452,826			620,362
General and administrative expenses			549,885			553,445			661,529
Operating income			632,022			329,839			543,483
Interest expense			(601,047	)		(731,028	)		(974,704	)
	Net income (loss)	$	30,975		$	(401,189	)	$	(431,221	)

The accompanying notes are an integral part of the financial statements.

F-52

NEW WAVE BROADCASTING, L.P.

RADIO STATIONS KLAQ(FM), KSII(FM), AND KROD(AM)

Combined Statements of Partners’ Net Investment

		Partners’			Retained
		Investment			Deficit			Total
Balance at December 31, 1997		$	9,086,922		$	(235,450	)	$	8,851,472
	Net increase in partners’ investment		50,363						50,363
	Net loss					(431,221	)		(431,221	)
Balance at December 31, 1998		$	9,137,285		$	(666,671	)	$	8,470,614
	Net decrease in partners’ investment		(428,935	)					(428,935	)
	Net income				$	30,975		$	30,975
Balance at September 30, 1999		$	8,708,350		$	(635,696	)	$	8,072,654

The accompanying notes are an integral part of the financial statements.

F-53

NEW WAVE BROADCASTING, L.P.

RADIO STATIONS KLAQ(FM), KSII(FM), AND KROD(AM)

Combined Statements of Cash Flows

					Nine Months Ended
					September 30,						Year Ended
											December 31,
					1999			1998			1998
								(Unaudited)
Cash flows from operating activities:
	Net loss				$	30,975		$	(401,189	)	$	(431,221	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Depreciation and amortization				464,474			452,827			620,362
		Allowance for bad debts				(47,386	)		95,545			129,131
		Barter, net				(53,448	)		—			(70,090	)
		Changes in operating assets and liabilities:
			Accounts receivable			170,978			(169,212	)		(236,776	)
			Prepaid expenses and other			12,010			22,670			7,043
			Accounts payable			21,518			36,937			(28,026	)
			Accrued expenses			(8,686	)		53,100			31,439
				Net cash provided by (used in) operating activities		590,435			90,678			21,862
Cash flows from investing activities:
	Capital expenditures					(18,212	)		(22,806	)		(34,808	)
				Net cash used in investing activities		(18,212	)		(22,806	)		(34,808	)
Cash flows from financing activities:
	(Decrease) increase in partners’ net investment					(436,602	)		67,150			43,465
				Net cash (used in) provided by financing activities		(436,602	)		67,150			43,465
Increase in cash and cash equivalents						135,621			135,022			30,519
Cash and cash equivalents at beginning of year						38,016			7,497			7,497
Cash and cash equivalents at end of year					$	173,637		$	142,519		$	38,016
Supplemental disclosures of cash flow information:
	Vehicle acquired with debt				$	—		$	21,322		$	21,322

The accompanying notes are an integral part of the financial statements.

F-54

NEW WAVE BROADCASTING, L.P.

RADIO STATIONS KLAQ(FM), KSII(FM), AND KROD(AM)

Notes to Combined Financial Statements

1.  Significant Accounting Policies:

      New Wave Broadcasting, L.P., (the “Company”), is a limited partnership formed under the laws of the State of Delaware on May 9, 1997. The partnership is principally engaged in operating broadcast radio stations in the United States. At December 31, 1998, the partnership operated stations in El Paso, Texas, Monterey, California and Honolulu, Hawaii. The Company owns and operates radio stations KLAQ(FM), KSII(FM), and KROD(AM) (the “Stations”) located in El Paso, Texas. These combined financial statements have been prepared in connection with the proposed sale of the Stations to Regent Communications, Inc. and Regent Licensee, Inc. These combined financial statements present the operations of the Stations on a “carved-out” basis. The combined financial statements have been prepared as if the Stations had operated as a stand-alone entity for all periods presented, and include only those assets, liabilities, revenues and expenses directly attributable to the Stations’ operations. Interest expense has been allocated to the Stations based upon management’s estimate of the total Company debt attributable to the Stations. The financial information included herein does not necessarily reflect the financial position and results of operations of what the Stations would have been had it operated as a stand-alone entity during the periods covered, and may not be indicative of future operations or financial position.

      The financial statements for the nine months ended September 30, 1998, are unaudited, but in the opinion of management, such financial statements have been presented on the same basis as the audited financial statements for the year ended December 31, 1998, and include all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the financial position and results of operations and cash flows for these periods.

      The significant accounting principles followed by the Stations and the methods of applying those principles that materially affect the determination of financial position, results of operations, and cash flows are summarized below.

  Cash and Cash Equivalents:

      All items with an original maturity of three months or less are considered to be cash equivalents.

  Property and Equipment:

      Purchases of property and equipment, including additions and improvements and expenditures for repairs and maintenance that significantly add to productivity or extend the economic lives of the assets, are capitalized at cost and depreciated on a straight-line basis over their estimated useful lives, as follows:

Vehicles	5 years
Furniture	7 years
Leasehold improvements	15 years
Production equipment, including towers	15 years

      Maintenance, repairs, and minor replacement of these items are charged to expense as incurred.

  Intangible Assets:

      Intangible assets are comprised of FCC licenses and an allocation of deferred financing fees associated with the debt of the Company. The allocation of the deferred financing fees is an estimate based upon the amount of debt incurred as part of the initial purchase of the Stations.

      Intangible assets are stated at cost and are being amortized using the straight-line method over 15 years for FCC licenses and over the contractual period of the related debt of the Company for deferred financing

F-55

NEW WAVE BROADCASTING, L.P.

RADIO STATIONS KLAQ(FM), KSII(FM), AND KROD(AM)

Notes to Combined Financial Statements (continued)

fees. The carrying value of intangible assets is reviewed by the Company when events or circumstances suggest that their recoverability of an asset may be impaired. If this review indicates that the intangibles will not be recoverable, as determined based on the undiscounted cash flows of the entity over the remaining amortization period, the carrying value of the intangibles will be reduced to their respective fair values.

  Partners’ Net Investment:

      Partners’ net investment represents management’s estimate of the Company’s debt and equity, including accrued interest, attributable to the acquisition and operation of the Stations. The statement of operations for the nine months ended September 30, 1999 and the year ended December 31, 1998 reflects net interest expense of $601,047 and $974,704, respectively, relating to this debt.

      The Stations’ assets are pledged as collateral for the Company’s debt.

  Income Taxes:

      The Company is organized as a limited partnership. Accordingly, all income is personally taxable to the partners and no provision for income taxes has been recorded in the accompanying financial statements.

  Revenue Recognition:

      Revenue is derived primarily from the sale of commercial airtime to local and national advertisers. Revenue is recognized as commercials are broadcast.

  Barter Agreements:

      The Company enters into barter agreements which give rise to sales of advertising air time in exchange for products and services. Revenues from trade agreements are recognized at the fair market value of products or services received as advertising air time is broadcast. Products and services received are expensed when used in the broadcast operations. Trade revenues were approximately 8% and 10% of total broadcast revenues for the nine months ended September 30, 1999 and the year ended December 31, 1998, respectively.

  Concentrations of Credit Risk:

      Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. The Company performs credit evaluations of new customers and generally does not require collateral for their accounts receivable. The Company reserves for potential credit losses based upon the expected collectibility of all accounts receivable.

  Fair Value of Financial Instruments:

      The carrying amount of cash, accounts receivable and accounts payable approximates fair value because of the short maturity of these instruments.

  Use of Estimates:

      The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.

F-56

NEW WAVE BROADCASTING, L.P.

RADIO STATIONS KLAQ(FM), KSII(FM), AND KROD(AM)

Notes to Combined Financial Statements (continued)

2.  Property and Equipment:

      Property and equipment consists primarily of office furniture and production equipment. The balance of property and equipment at September 30, 1999 and December 31, 1998 consisted of the following:

	September 30, 1999			December 31, 1998
Property and equipment	$	504,433		$	486,221
Less: Accumulated depreciation		(86,450	)		(53,876	)
Property and equipment, net	$	417,983		$	432,345

      Depreciation expense was $32,574 and $44,597 for the nine months ended September 30, 1999 and the year ended December 31, 1998.

3.  Intangible Assets:

      Intangible assets at September 30, 1999 and December 31, 1998 consisted of the following:

	September 30, 1999			December 31, 1998
FCC licenses	$	7,900,000		$	7,900,000
Allocation of deferred financing costs		139,252			139,252
		8,039,252			8,039,252
Less: Accumulated amortization		(1,139,332	)		(707,432	)
Intangible assets, net	$	6,899,920		$	7,331,820

      Amortization expense was $431,900 and $575,765 for the nine months ended September 30, 1999 and the year ended December 31, 1998.

4.  Employee Benefit Plan:

      The Company has established a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code. Under the plan, employees may elect to defer up to 10.0% of their salary, subject to the Internal Revenue Service limits. The Company may make a discretionary contribution. The Company did not make any contributions as of the period ended September 30, 1999 or for the year ended December 31, 1998.

5.  Debt:

      During 1998, the Stations acquired a vehicle through a loan with a financing company. The loan bears interest at a fixed rate of 10.99% per annum. In 1997, the Stations acquired a vehicle through a loan with a financing company. This loan bears interest at a rate of 11.25% per annum. Aggregate payments due on these obligations are as follows:

Remaining 1999 payments	$	2,556
2000		9,785
2001		4,712
	$	17,053

F-57

NEW WAVE BROADCASTING, L.P.

RADIO STATIONS KLAQ(FM), KSII(FM), AND KROD(AM)

Notes to Combined Financial Statements (continued)

6.  Commitments and Contingencies:

      The Company leases office equipment, studio facilities and tower space under certain non-cancelable operating leases.

      At September 30, 1999, the future minimum rental payments under non-cancelable operating leases, were as follows:

Remaining 1999 payments	$	37,863
2000		166,231
2001		169,687
2002		64,292
2003		50,526
Thereafter		129,360
	$	617,959

      Rent expense was $111,000 for the nine months ended September 30, 1999 and $140,000 for the year ended December 31, 1998.

7.  Recently Issued Accounting Pronouncements:

      In June 1997, the Financial Accounting Standard Board issued SFAS 130, “Reporting Comprehensive Income.” SFAS 130 establishes standards of disclosure and financial statement display for reporting total comprehensive income and its individual components. SFAS 130 became effective in 1998. Company management has determined that comprehensive income equals the Company’s net income for all periods presented.

8.  Pending Sale of Stations:

      On September 13, 1999, Regent Broadcasting of El Paso, Inc. and Regent Licensee of El Paso, Inc., Delaware corporations, (collectively “Regent”), entered into an agreement to purchase from the Company the FCC licenses and certain operating assets of the Stations for approximately $23.5 million in cash. The agreement specifically excludes the Stations cash, accounts receivable, and employee benefit plan and related trust. In addition, Regent will assume liabilities related to binding contracts and property taxes associated with the operation of the Stations. The transaction is subject to FCC consent.

F-58

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors
of Regent Communications, Inc.

In our opinion, the accompanying statement of financial position and the related statements of operations, cash flows, and members’ deficit present fairly, in all material respects, the financial position of Media One Group — Erie, Ltd. (a limited liability company) at December 31, 1998 and the results of its operations and its cash flows for the year ended December 31, 1998 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

August 10, 1999

Cincinnati, Ohio

F-59

MEDIA ONE GROUP — ERIE, LTD. (a limited liability company)

Statements of Financial Position

			June 30,			December 31,
			1999			1998
			(Unaudited)
Assets
Current assets
	Cash		$	137,158		$	192,764
	Accounts receivable, less allowance for doubtful accounts of $12,495 at June 30, 1999 and $8,000 at December 31, 1998			543,445			475,242
	Prepaid expenses			19,294			20,456
	Other assets			12,021			21,021
		Total current assets		711,918			709,483
	Note receivable from affiliate			117,264			117,264
	Property and equipment, net			881,475			949,058
	Intangible assets, net			4,047,680			4,456,380
		Total assets	$	5,758,337		$	6,232,185
Liabilities and Members’ Deficit
Current liabilities
	Accounts payable		$	53,964		$	37,103
	Accrued expenses			45,667			40,156
	Accrued interest			176			89,683
	Barter payable, net			244,114			159,540
	Current portion of long-term debt and capital lease			303,029			202,898
		Total current liabilities		646,950			529,380
	Long-term debt and capital lease			6,165,288			6,417,192
	Subordinated notes payable to members			1,180,387			1,180,387
	Other liabilities			254,782			173,781
		Total liabilities		8,247,407			8,300,740
Commitments and contingencies
Members’ deficit			$	(2,489,070	)	$	(2,068,555	)
		Total liabilities and members’ deficit	$	5,758,337		$	6,232,185

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

F-60

MEDIA ONE GROUP — ERIE, LTD. (a limited liability company)

Statements of Operations

			Six Months Ended						Year Ended
			June 30,						December 31,
			1999			1998			1998
			(Unaudited)			(Unaudited)
Gross broadcast revenues			$	1,680,847		$	1,601,952		$	3,262,643
	Less agency commissions			(161,146	)		(154,985	)		(286,252	)
Net broadcast revenues				1,519,701			1,446,967			2,976,391
Station operating expenses				829,930			867,667			1,660,465
Depreciation and amortization				457,200			454,800			918,583
General and administration expenses				314,112			288,851			930,784
Operating loss				(81,541	)		(164,351	)		(533,441	)
Interest expense, net				(313,489	)		(312,189	)		(630,049	)
Other income, net				13,015			10,525			16,537
Loss before cumulative effect of change in accounting principle				(382,015	)		(466,015	)		(1,146,953	)
Cumulative effect of change in accounting principle				(38,500	)		—			—
		Net loss	$	(420,515	)	$	(466,015	)	$	(1,146,953	)

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

F-61

MEDIA ONE GROUP — ERIE, LTD. (a limited liability company)

Statements of Cash Flows

											For the Year
					Six Months Ended						Ended
					June 30,						December 31,
					1999			1998			1998
					(Unaudited)			(Unaudited)
Cash flows from operating activities:
	Net loss				$	(420,515	)	$	(466,015	)	$	(1,146,953	)
	Adjustments to reconcile net loss to cash flows from operating activities:
		Depreciation and amortization				457,200			454,800			918,583
		Barter expense, net				84,584			92,098			69,395
		Loss on disposition of fixed asset				—			683			683
		Write-off of failed acquisition costs							—			93,211
		Cumulative effect of change in accounting principle				38,500			—			—
		Changes in operating assets and liabilities:
			Accounts receivable			(68,203	)		(102,032	)		(22,126	)
			Prepaid expenses			1,162			(5,212	)		(12,412	)
			Accounts payable			18,355			(36,062	)		(121,401	)
			Accrued expenses			(63,272	)		(4,272	)		17,347
			Accrued interest			57,001			52,500			109,169
				Total adjustments		525,327			452,503			1,052,449
				Cash flows provided by (used in) operating activities		104,812			(13,512	)		(94,504	)
Cash flows from investing activities:
	Purchase of property and equipment					(10,418	)		(27,265	)		(55,422	)
	Loan to related party					—			—			(117,264	)
	Acquisition costs and earnest deposit					—			(301,055	)		(301,055	)
	Return of earnest deposit											250,075
				Cash flows used in investing activities		(10,418	)		(328,320	)		(223,666	)
Cash flows from financing activities:
	Net borrowing on revolving credit line					—			180,082			180,082
	Borrowing on subordinated notes payable to members					—			150,000			150,000
	Principal repayments long-term debt and capital lease					(150,000	)		—			—
				Cash flows provided by (used in) financing activities		(150,000	)		330,082			330,082
Net increase (decrease) in cash						(55,606	)		(11,750	)		11,912
Cash at beginning of period						192,764			180,852			180,852
Cash at end of period					$	137,158		$	169,102		$	192,764
Supplemental disclosure:
	Interest paid				$	258,751		$	286,668		$	552,831

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

F-62

MEDIA ONE GROUP — ERIE, LTD. (a limited liability company)

Statement of Members’ Deficit

		Members’
		Deficit
Balance, December 31, 1997		$	(921,602	)
	Net loss		(1,146,953	)
Balance, December 31, 1998		$	(2,068,555	)

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

F-63

MEDIA ONE GROUP — ERIE, LTD. (a limited liability company)

Notes to Financial Statements

1.  Accounting Policies and Description of Business:

  a.  Basis of Presentation:

      The financial statements for the six months ended June 30, 1998 and 1999, are unaudited, but, in the opinion of management, such financial statements have been presented on the same basis as the audited financial statements for the year ended December 31, 1998, and include all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the financial position and results of operations and cash flows for these periods (except for the adoption of SOP 98-5, “Reporting on the Costs of Start-up Activities” as noted in footnote 10).

  b.  Organization:

      Media One Group — Erie, Ltd. (a limited liability company), (the “Company”), was organized in May 1996 to acquire and operate radio stations. The radio stations owned by the Company are WXKC(FM), WRIE(AM) and WXTA(FM); all of the radio stations operate in the Erie, Pennsylvania, radio market.

  c.  Broadcast Revenue:

      Broadcast revenue for commercial broadcasting advertisements is recognized when the commercial is broadcast.

  d.  Barter Transactions:

      The radio stations engage in the bartering of commercial airtime for various goods and services. The goods and services are capitalized or expensed as appropriate when received or utilized. Revenues are recognized at such time as the commercial spots are aired, and merchandise or services received are charged to expense when received or used.

  e.  Property and Equipment:

      Property and equipment is stated at cost. Routine repairs and maintenance are charged to expense as incurred. When property and equipment is sold or disposed of, the asset and related accumulated depreciation are removed from the accounts, and any gain or loss is included in the statements of operation.

      Depreciation of property and equipment is computed on the straight-line basis over the estimated useful lives of the related assets, as follows:

Building improvements	29 years
Broadcasting equipment	7-15 years
Office furniture and equipment	7-10 years

  f.  Intangible Assets:

      Intangible assets are stated at cost and amortized on the straight-line basis over the following lives:

FCC licenses and goodwill	15 years
Consulting agreement	1 year
Non-compete agreement	3 years
Organization costs and deferred financing costs	5-6 years

      Goodwill and other intangibles are evaluated periodically if events or circumstances indicate a possible inability to recover their carrying amount. Such evaluation is based on various analyses, including cash flow and profitability projections. If future expected undiscounted cash flows are insufficient to recover the carrying

F-64

MEDIA ONE GROUP — ERIE, LTD. (a limited liability company)

Notes to Financial Statements (continued)

amount of the asset, then an impairment loss is recognized based upon the excess of the carrying value of the asset over the anticipated cash flows on a discounted basis.

  g.  Financial Instruments:

      Financial instruments as of December 31, 1998, consist of cash, accounts receivable, note receivable, accounts payable, debt and capital leases, all of which the carrying amounts approximate fair value.

  h.  Estimates:

      The preparation of financial statements in conformity with generally accepted accounting principles 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.

  i.  Allocation of Members Distributions and Income or Loss:

      The members’ agreement provides that the income, loss or distributions to members will be allocated as follows:

James T. Embrescia	51.00	%
Thomas J. Embrescia	29.71	%
Keybank/ Amanda EmbresciaTrust	6.43	%
Keybank/ Matthew EmbresciaTrust	6.43	%
Keybank/ Mary Megan EmbresciaTrust	6.43	%
	100.00	%

2.  Property and Equipment:

      Property and equipment at December 31, 1998 consisted of the following:

	1998
Building improvements	$	23,982
Broadcast equipment		1,037,414
Office furniture and equipment		201,459
		1,262,855
Less: Accumulated depreciation		(313,797	)
Property and equipment, net	$	949,058

F-65

MEDIA ONE GROUP — ERIE, LTD. (a limited liability company)

Notes to Financial Statements (continued)

3.  Intangible Assets:

      Intangible Assets at December 31, 1998 consisted of the following:

FCC licenses and goodwill	$	4,706,121
Consulting agreement		350,000
Non-compete agreement		350,000
Organization costs and deferred financing costs		115,000
		5,521,121
Less: Accumulated amortization		(1,064,741	)
Intangible assets, net	$	4,456,380

4.  Long-term Debt:

      The Company has a loan agreement with a bank whereby available borrowings under its credit facility are $6.6 million. The facility is collateralized by substantially all of the assets owned by the Company and the assets leased from Cuzco, LLC (See Note 7). Borrowings under this facility bear annual interest at a fixed rate of 7.89% for two years, which is payable on a quarterly basis. The remaining principal amount outstanding will bear an interest rate of the two-year treasury yield plus 225 basis points or an adjustable rate which is contingent on the ratio of bank debt to broadcast cash flow as set forth in the agreement. The agreement converted to a term loan in March 1999, with annual principal payments commencing on March 31, 1999 as follows:

1999	$	200,000
2000		300,000
2001		400,000
2002		5,700,000
	$	6,600,000

      Additional prepayments of principal are due if certain cash flow requirements as defined in the agreement are achieved (See Note 11).

      The loan agreement contains certain restrictive covenants that include, among other things, the maintenance of minimum interest and debt coverage ratios, as defined. The Company is in compliance or has obtained waivers of these covenants as of December 31, 1998.

F-66

MEDIA ONE GROUP — ERIE, LTD. (a limited liability company)

Notes to Financial Statements (continued)

5.  Capital Lease Obligations:

      The Company leases a vehicle from Bank One under a noncancelable capital lease which expires in August 2004. The future minimum annual payments under the capital lease at December 31, 1998 are:

1999	$	4,601
2000		4,601
2001		4,601
2002		4,601
2003 and thereafter		7,668
		26,072
Less: Interest		(5,982	)
Present value of lease		20,090
Less: Current portion		(2,898	)
	$	17,192

6.  Related Party Transactions:

      The Company has subordinated notes payable to members of $1,180,387 as of December 31, 1998. The notes bear interest of 9.0% compounded annually. Repayment of the notes and interest are subordinated to the debt outstanding under the credit agreement and accrued interest approximated $142,000 as of December 31, 1998 (See Note 11).

      The Company has entered into a management agreement with a member who provides general management of the stations including supervision and consultation with respect to broadcast policies and practices. The fees and reimbursable expenses paid to an entity owned by the member for these services amounted to $170,645 in 1998.

      The Company loaned an affiliate, Cuzco, LLC, approximately $117,000 and received a note which bears an interest rate of 9.0% per annum (See Note 11).

7.  Lease Agreement with Related Party:

      The Company leases its studio, offices and WXKC/ WRIE transmitter sites from Cuzco LLC, an affiliated company which is owned by Jim and Tom Embrescia and Trusts, members of the Company. Cuzco LLC owns the land and the building of the stations and was formed when ownership of these assets was transferred from the Company to Cuzco LLC. The initial term of the lease is for 29 years beginning on September 1, 1997, with an option to extend the lease for two additional 29-year periods. Annual rent in the amount of $48,000 is due for the first five years, with increases thereafter based on a formula in the lease agreement.

8.  Income Taxes:

      Income taxes on the income of a limited liability company are the responsibility of its members. Therefore, no provision for federal or state corporate income taxes was recorded for the Company.

9.  Commitments:

      The Company leases the site where the WXTA(FM) tower is located under an operating lease which expires in 2003. The Company also has the option to renew for two additional succeeding terms of 15 years.

F-67

MEDIA ONE GROUP — ERIE, LTD. (a limited liability company)

Notes to Financial Statements (continued)

Future minimum annual payments under the noncancelable operating lease are $225 per month through 2003. Rent expense for the year ended December 31, 1998 was $2,700.

10.  Recently Issued Accounting Pronouncements (Unaudited):

      In June 1997, the Financial Accounting Standard Board issued SFAS 130, “Reporting Comprehensive Income” (“SFAS 130”). SFAS 130 established standards of disclosure and financial statement display for reporting total comprehensive income and its individual components. SFAS 130 became effective in 1998. Company management has determined that comprehensive income equals the Company’s net income for all periods presented.

      In March 1998, the AICPA issued SOP 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” (“SOP 98-1”), which is effective for fiscal years beginning after December 15, 1998. SOP 98-1 requires the capitalization of certain expenditures for software that is purchased or internally developed for use in the business. The Company elected to adopt SOP 98-1 in 1998. The impact of its adoption was immaterial to the Company’s results of operations and statement of financial position.

      In April 1998, the AICPA issued SOP 98-5 “Reporting on the costs of Start-Up Activities” (“SOP 98-5”) SOP 98-5 specifies that costs of start-up activities and organizational costs be expensed when incurred. SOP 98-5 is effective for financial statements for fiscal years beginning after December 15, 1998. The initial application of SOP 98-5 is reported as a cumulative effect of a change in accounting principle in the unaudited statement of operations for the six months ended June 30, 1999.

11.  Subsequent Event (Unaudited):

      On May 18, 1999 the owners of Media One Group — Erie, Ltd. (a limited liability company), (the “Company”) entered into an agreement by which Regent Broadcasting of Erie, Inc. and Regent Licensee of Erie, Inc. (“Regent”) would purchase all of the assets, properties, interest and rights of the Company for $13,500,000, except for cash and cash equivalents, accounts receivable, investment securities, and notes receivable. The transaction subsequently closed on September 3, 1999. The note receivable — affiliate, long-term debt, and subordinated notes payable were all repaid from the proceeds at closing.

F-68

REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Directors and Shareholders
The Park Lane Group
Menlo Park, California

      We have audited the accompanying consolidated statements of operations, shareholders’ deficit and cash flows of The Park Lane Group and Subsidiaries (the “Company”) for each of the two years in the period ended December 31, 1997. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with generally accepted auditing standards. 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, the financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of The Park Lane Group and Subsidiaries for each of the two years in the period ended December 31, 1997 in conformity with generally accepted accounting principles.

PricewaterhouseCoopers LLP

Menlo Park, California

February 16, 1998

F-69

THE PARK LANE GROUP AND SUBSIDIARIES

Consolidated Statements of Operations

				Three Months Ended
				March 31,						Year Ended December 31,
				1998			1997			1997			1996
				(Unaudited)			(Unaudited)
Revenues				$	—		$	1,818,792		$	6,602,650		$	8,927,500
Less agency commissions					—			(139,551	)		(386,611	)		(588,833	)
Time brokerage agreement fees					260,002			—			—			—
Net revenues					260,002			1,679,241			6,216,039			8,338,667
Operating expenses:
	Programming				—			371,695			980,325			1,609,415
	Sales and promotion				—			341,874			1,415,164			2,118,918
	Engineering				—			98,242			264,246			403,686
	General and administrative				—			600,212			1,680,882			2,827,557
		Total operating expenses			—			1,412,023			4,340,617			6,959,576
			Stations’ operating income, excluding items shown separately below		260,002			267,218			1,875,422			1,379,091
Depreciation and amortization					(299,489	)		(349,283	)		(1,421,198	)		(1,494,636	)
Corporate administrative expenses					(92,473	)		(202,238	)		(746,878	)		(670,177	)
		Operating loss			(131,960	)		(284,303	)		(292,654	)		(785,722	)
Interest expense					(148,626	)		(166,016	)		(678,315	)		(695,899	)
Other income (expense), net					19,372			1,908			(43,162	)		(4,850	)
		Net loss		$	(261,214	)	$	(448,411	)	$	(1,014,131	)	$	(1,486,471	)

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

F-70

THE PARK LANE GROUP AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Deficit

		Series A				Class A				Class B
		Preferred Stock				Common Stock				Common Stock
		Shares		Amount		Shares		Amount		Shares		Amount
Balances, December 31, 1995							758,944	$	386,522		2,429,117	$	1,109,110
	Issuance of Class B common stock special delivery in connection with issuance of Series C stock less $2,177 issuance costs										809,704		54,502
	Issuance of Class C common stock
	Reclassification of Series A preferred stock to shareholders deficit due to removal of redemption requirement		5,595,875	$	5,595,875
	Preferred stock accretion
	Preferred stock dividend
	Net loss
Balances, December 31, 1996			5,595,875		5,595,875		758,944		386,522		3,238,821		1,163,612
	Issuance of Class A Common Stock upon exercise of stock options in exchange for shareholder note						38,281		2,680
	Preferred stock accretion
	Preferred stock dividend
	Net loss
Balances, December 31, 1997			5,595,875	$	5,595,875		797,225	$	389,202		3,238,821	$	1,163,612

[Additional columns below]

[Continued from above table, first column(s) repeated]

		Class C				Note
		Common Stock				Receivable
						from			Accumulated
		Shares		Amount		Shareholders			Deficit			Total
Balances, December 31, 1995									$	(9,130,320	)	$	(7,634,688	)
	Issuance of Class B common stock special delivery in connection with issuance of Series C stock less $2,177 issuance costs												54,502
	Issuance of Class C common stock		1,202,100	$	80,915								80,915
	Reclassification of Series A preferred stock to shareholders deficit due to removal of redemption requirement												5,595,875
	Preferred stock accretion									1,881,082			1,881,082
	Preferred stock dividend									(726,646	)		(726,646	)
	Net loss									(1,486,471	)		(1,486,471	)
Balances, December 31, 1996			1,202,100		80,915					(9,462,355	)		(2,235,431	)
	Issuance of Class A Common Stock upon exercise of stock options in exchange for shareholder note					$	(2,680	)					—
	Preferred stock accretion									(216,650	)		(216,650	)
	Preferred stock dividend									(988,625	)		(988,625	)
	Net loss									(1,014,131	)		(1,014,131	)
Balances, December 31, 1997			1,202,100	$	80,915	$	(2,680	)	$	(11,681,761	)	$	(4,454,837	)

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

F-71

THE PARK LANE GROUP AND SUBSIDIARIES

Consolidated Statements of Cash Flows

				Three Months Ended
				March 31,						Year Ended December 31,
				1998			1997			1997			1996
				(Unaudited)			(Unaudited)
Cash flows from operating activities:
		Net loss		$	(261,214	)	$	(448,411	)	$	(1,014,131	)	$	(1,486,471	)
		Adjustments to reconcile net loss to net cash provided by operating activities:
			Depreciation		146,802			174,370			779,839			794,982
			Amortization		152,686			174,913			641,359			700,955
			Provision for (recovery of) doubtful accounts		—			—			(16,961	)		148,959
			Deferred interest on convertible note		—			—			111,027			101,138
			Accounts receivable		34,519			122,141			1,256,495			(135,971	)
			Prepaid expenses and other assets		(25,615	)		32,610			16,727			(33,399	)
			Accounts payable		18,406			11,787			(453,162	)		16,266
			Accrued expenses		(60,532	)		(25,636	)		30,957			537
			Accrued interest		43,085			(2,100	)		(24,048	)		(49,829	)
			Net cash provided by operating activities		48,137			39,674			1,328,102			57,167
Cash flows from investing activities:
		Purchases of property and equipment			—			(2,643	)		(126,027	)		(211,612	)
		Acquisition of other assets			—			—			(63,655	)		—
			Net cash used in investing activities		—			(2,643	)		(189,682	)		(211,612	)
Cash flows from financing activities:
		Payments on note payable to bank			(70,526	)		(92,116	)		(580,274	)		(16,000	)
		Proceeds from issuance of Series B stock			—			—			—			5,920
		Proceeds from issuance of Series C stock			—			—			—			862,202
		Borrowings under long-term debt and capital leases			—			112,131			3,840,721			—
		Principal payments on long-term debt and capital leases			(74,430	)		(47,919	)		(4,190,693	)		(825,926	)
Net cash provided by (used in) financing activities					(144,956	)		(27,904	)		(930,246	)		26,196
Net increase (decrease) in cash and cash equivalents					(96,819	)		9,127			208,174			(128,249	)
Cash and cash equivalents, beginning of year					431,466			223,292			223,292			351,541
Cash and cash equivalents, end of year				$	334,647		$	232,419		$	431,466		$	223,292
Supplemental disclosure of noncash financing and investing activity:
	Conversion of deferred interest to convertible note				—			—			—		$	101,138
	Conversion of convertible notes to Series  B stock				—		$	310,000			—		$	310,000
Disclosure of equity items:
	Property and equipment acquired under capital leases				—			—			—		$	112,131
Supplemental schedule of cash flow information:
	Interest paid				—			—		$	590,451		$	646,592

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

F-72

THE PARK LANE GROUP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

1.  Organization and Business

      The Park Lane Group and Subsidiaries (the “Company” or “Park Lane”) own and operate commercial radio stations in California and Arizona. The Company was formed in 1990 and through December 31, 1997, had acquired 16 stations in seven markets. The Company’s subsidiaries include the following wholly owned entities: Park Lane Redding Radio, Inc., Park Lane Regency Radio, Inc., Park Lane Chico, Inc., Park Lane High Desert, Inc., Park Lane Northern Arizona, Inc.

      The Company’s primary customers are local retailers and service providers who purchase advertising time to promote their goods and services. The Company’s stations also receive a portion of their advertising revenues from regional and national advertisers such as fast food franchisers, banks, automotive suppliers and grocery chains who have local outlets in the Company’s markets. No one advertiser at any of the Company’s stations represents a material portion of the station’s total advertising revenue or of accounts receivable in 1997 or 1996.

      In August 1997, the Company entered into an arrangement with Regent Communications, Inc. (“Regent”) for the acquisition of all of the outstanding capital stock of the Company (the “acquisition”). The transaction is subject to certain conditions before closing. There can be no assurance that the transaction will close. Effective August 17, 1997, the Company also entered into an operating agreement with Regent under which most of the operations of the Company’s radio stations are managed by Regent and the Company receives a monthly fee based on their performance, subject to a guaranteed minimum.

2.  Summary of Significant Accounting Policies

  a.  Principles of Consolidation:

      The consolidated financial statements of the Company include the accounts of the corporate office and of the radio stations KPPL, KTPI/ KVOY, KSHA/ KQMS, KAAA/ KZZZ, KRLT/ KOWL, KZGL, KFMF, KALF, KATJ/ KROY and KVNA A/ F. All significant intercompany accounts and transactions have been eliminated.

  b.  Use of Estimates:

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

  c.  Cash Equivalents:

      The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

  d.  Property and Equipment:

      Property and equipment are recorded at cost less accumulated depreciation. These assets are depreciated on a straight-line basis over their estimated useful lives of three to 25 years. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation are removed from the accounts and any gain or loss from disposal is included in the results of operations. Assets under capital leases are amortized over the lesser of their useful lives or the term of the lease.

      Maintenance and repairs are charged to expense as incurred. Major renewals and betterments are charged to the asset accounts.

F-73

THE PARK LANE GROUP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (continued)

  e.  Intangible Assets:

      Included in intangible assets are goodwill, FCC licenses, noncompete agreements and tower leases. Goodwill, which represents the excess of cost of purchased assets over their fair value at the date of acquisition, is amortized over 15 to 30 years. FCC licenses are amortized over 15 years. Noncompete agreements are amortized over the terms of the related agreements which range from six months to 10 years. Tower leases are amortized over the period of the related lease term, which range from seven to 25 years. Intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

  f.  Revenue:

      Revenue from the sale of air time is recognized at the time the program or advertisement is broadcast.

  g.  Barter Transactions:

      The Company participates in barter transactions in which advertising time is exchanged for goods or services. These exchanges are recorded at the fair market value of the goods or services received for the value of the advertising time provided, whichever is more clearly determinable. Revenues from barter transactions are recognized as income when advertisements are broadcast. Expenses are recognized when goods or services are received. Barter transactions totaled approximately $741,978 and $1,088,884 in 1997 and 1996, respectively.

  h.  Advertising Costs:

      Advertising costs are expensed to operations as incurred. Advertising costs were $519,271 and $751,770 for the years ended December 31, 1997 and 1996, respectively.

  i.  Concentrations of Credit Risk:

      The Company maintains its cash and short-term investments in deposits with one major U.S. bank; these deposits, therefore, bear the credit risk associated with these financial institutions.

      The Company’s radio station customer base consists principally of businesses located in California and Arizona. Collateral, such as letters of credit and bank guarantees, are not generally required from customers. The Company maintains an allowance for potential credit losses associated with its trade accounts receivable.

      Under the operating agreement with Regent, the Company’s sole source of income since August 17, 1997 is from Regent Communications who are responsible for most of the operations of the Company’s radio stations. The Company could be adversely affected by a deterioration in the financial position of Regent.

  j.  Employee Stock Plans:

      The Company accounts for its stock option plan in accordance with provisions of the Accounting Principles Board’s Opinion No. 25 (“APB 25”), “Accounting For Stock Issued to Employees.” In 1995, the Financial Accounting Standards Board released the Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation’("SFAS 123”). SFAS 123 provides an alternative to APB 25. As allowed under SFAS 123, the Company continues to account for its employee stock plan in accordance with the provisions of APB 25.

  k.  Recent Pronouncements:

      In June 1997, the Financial Accounting Standards Board issued Statement No. 130, “Reporting Comprehensive Income” (“SFAS 130”). SFAS 130 establishes standards of disclosure and financial statement

F-74

THE PARK LANE GROUP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (continued)

display for reporting total comprehensive income and its individual components. It is effective for the Company’s fiscal year 1998.

      Also in June 1997, the Financial Accounting Standards Board issued Statement No. 131, “Disclosures About Segments of an Enterprise and Related Information” (“SFAS 131”). SFAS 131 changes current practice under SFAS 14 by establishing a new framework on which to base segment reporting (referred to as the management approach) and also requires interim reporting of segment information. It is effective for the Company’s fiscal year 1998.

      The Company is studying the implications of these new statements and the impact of their implementation on the financial statements.

3.  Note Payable to Bank

      The Company has a revolving line of credit with a bank to borrow up to $800,000 at an annual rate of prime plus 1.5% (payable monthly) based on a percentage of certain radio stations’ eligible receivables. At December 31, 1997, $70,526 was outstanding under the line of credit. The revolving line of credit is subject to certain affirmative and negative covenants, including minimum broadcast cash flow requirements on a periodic basis.

4.  Long-Term Debt and Notes Payable

  Long-Term Debt:

      Long-term debt consists of the following:

		December 31,
		1997			1996
Long-term notes payable		$	4,685,307		$	4,862,598
9.875% promissory notes			1,235,190			1,124,163
Capital leases (Note 5)			312,070			423,612
Other			135,596			196,735
			6,368,163			6,607,108
	Less current portion		(760,964	)		(253,809	)
		$	5,607,199		$	6,353,299

      Long-term notes payable at December 31, 1997, consist of a term loan with Michigan National Bank, and three notes payable of original principal amounts $310,000, $600,000 and $200,000, relating to the acquisition of radio stations KTPI/ KVOY, KALF and KROY/ KATJ.

      In March 1997, the Company entered into a refinancing arrangement with Michigan National Bank which facilitated the consolidation of certain of the Company’s debt obligations. Under the arrangement, the Company borrowed $3,800,000 under a term loan facility. At December 31, 1997, $3,619,048 was outstanding under the term loan. The loan bears interest at LIBOR rate plus 2.75% to 3.75% depending on the leverage of the Company. The term loan is due in 84 monthly installments of $45,238, final payment due September 30, 2004.

      The $310,000 note bears interest at 8.0%, payable monthly. The principal is payable in monthly installments from July 1997 to June 2002 at the rate of 1/120 of the principal balance. The balance is due June 2002. The note is collateralized by substantially all of the assets of KTPI/ KVOY. In connection with the refinancing discussed below, the note was made subordinate to the new term loan and line of credit received. At December 31, 1997, $294,819 was outstanding under the note.

F-75

THE PARK LANE GROUP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (continued)

      The $600,000 note bears interest at 8.0%, payable quarterly, and is due in quarterly installments from August 2000 to May 2005 at the rate of 1/40 of the principal balance. The balance is due May 2005. The note is collateralized by the assets of KALF, but subordinated to all senior indebtedness (present or future) of the Company.

      The $200,000 note bears interest at 8.50% interest, payable monthly, and is due in quarterly installments from February 1997 to May 2002 at the rate of 1/28 of the principal balance. The balance is due May 2002. The note is collateralized by the assets of KROY/ KATJ, but subordinated to all senior indebtedness (present or future) of the Company. At December 31, 1997, $171,440 was outstanding under the note.

      Repayments of long-term debt, excluding capital leases, (Note 5) required over each of the years following December 31, 1997 consist of:

1998	$	651,323
1999		1,892,439
2000		664,012
2001		690,976
2002		633,856
Thereafter		1,523,487
	$	6,056,093

      The weighted average interest rate on short term borrowing as of December 31, 1997 was 8.5%.

  Shareholder Notes Payable:

      In March 1994, the Company issued a 7.0% subordinated promissory note for $120,000, due to a shareholder, which is payable upon demand. Subject to approval of Series B preferred shareholders and certain performance criteria the noteholder has the option to demand payment of the notes with accrued interest on some future date to be determined by mutual agreement of the parties.

      In connection with a Series A convertible redeemable preferred stock issuance in 1993, the Company issued an $800,000, 9.875% subordinated promissory note. Interest is payable at the maturity date of the note. Total interest payable at December 31, 1997 was $435,190 included in the balance due under the note. The note has been treated as though due in fiscal 1999 since the Company’s current projections do not allow for earlier redemption and as repayment is subject to the mutual agreement of BancBoston, the shareholders and the Company under the terms of the Inter-Investor Agreement dated October 3, 1994.

F-76

THE PARK LANE GROUP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (continued)

5.  Lease Commitments

      The Company leases various facilities and equipment under noncancelable operating leases expiring through 2015. Certain operating leases are renewable at the end of the lease term. Future minimum lease payments under noncancelable operating leases and capital leases are as follows:

	Capital			Operating
	Leases			Leases
1998	$	131,951		$	333,837
1999		109,309			237,969
2000		75,124			139,299
2001		34,575			121,963
2002		5,201			108,564
Thereafter					295,652
Total minimum lease payments		356,160		$	1,237,284
Less amount representing future interest		(44,090	)
Present value of minimum capital lease payments		312,070
Current portion		109,641
	$	202,429

      Rent expense was approximately $288,642 and $434,403 for the years ended December 31, 1997 and 1996, respectively. In 1997 the Company entered into an operating agreement with Regent (Note 1) under which the Company receives reimbursement for certain ongoing rental expenses.

6.  Capital Stock

  Series C Financing:

      On January 5, 1996, the Company entered into a Securities Purchase Agreement with Nazem & Company III, L.P. (“Nazem”), BancBoston Ventures, Inc. (“BancBoston”) and certain other investors that provided for up to $1,363,500 in equity capital. The Company amended its Articles of Incorporation effective December 22, 1995 to authorize the issuance of Series C mandatorily redeemable convertible preferred stock and Class C common stock which are the securities that were sold to the investors listed above. A Series C unit is comprised of one share of Series C mandatorily redeemable convertible preferred stock and one hundred shares of Class C common stock at a rate of $101.00 per unit. The Series C financing also resulted in the Series A class of preferred stock being reclassified as no longer redeemable at the option of the holder. Accordingly, amounts previously accreted to the carrying value of the stock of $2,074,163 were reversed to reduce the Series A preferred carrying value to the redemption value of the issue in the year ended December 31, 1996.

      Certain terms and conditions of the Series B Securities Purchase Agreement with BancBoston were also amended. The rights and preferences of the Series B shares discussed below have been updated to reflect the amended terms. In addition, under the terms of the BancBoston agreement 809,704 shares of Class B common stock were issued in conjunction with the first closing of the Series C financing on January 5, 1996 at a price of $0.01 per share.

  Common Stock:

      The Class B common stock has special voting rights which provide that the Company shall not, without first obtaining the approval of a majority of the then outstanding shares of Class B common stock, (i) amend or supplement the Articles of Incorporation, (ii) merge, consolidate, liquidate, or dissolve the Company, (iii) declare a dividend on Series A convertible preferred, or (iv) purchase the shares of capital stock of the

F-77

THE PARK LANE GROUP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (continued)

Company, except in connection with the Company’s 1992 Stock Option Plan and the Series A convertible preferred agreements.

      The holders of Class B common stock also have the right to elect that the Company purchase their shares of common stock, on or after September 30, 2000 or earlier upon the occurrence of certain events of default, at a price defined as the greater of fair market value or the Formula Value per Share (as defined in the Series B Securities Purchase Agreement). The Company has the right to elect to purchase all the outstanding shares of Class B common stock, at any one time after September 30, 2002, at the same price as specified above. The holders of Class B common stock have the option at any time to convert outstanding shares into Class A common shares on a one-for-one basis. At December 31, 1997, 3,238,821 shares of Class A common stock had been reserved for conversion. The Class B common shareholders also have certain demand registration rights.

      Holders of Class C common stock — (1) have the right to elect that the Company purchase their shares of common stock, on or after September 30, 2000, at a price defined as the greater of fair market value or the Formula Value per Share (as defined in the Series C Securities Purchase Agreement), and (2) have the right to convert outstanding shares of Class C common stock to Class A common stock on a one-for-one basis. At December 31, 1997, 1,202,100 shares of Class A common stock had been reserved for conversion.

      In connection with the closing of the acquisition of the Company by Regent only, common stock holders have agreed to waive certain of these rights.

  Preferred Stock:

      The Company’s preferred stock terms and values at December 31, 1997 are listed below:

					Class A
					Common
	Authorized		Outstanding		Reserved for
	Shares		Shares		Conversion
Series A preferred		6,117,945		5,595,875		5,595,875
Series B preferred		43,000		42,805
Series C preferred		13,500		12,021
		6,174,445		5,650,701		5,595,875

      The holders of the Series A convertible preferred stock have certain demand registration rights commencing six months following the effective date of an underwritten initial public offering. The Company is prohibited from issuing any shares of any class of stock, other than the investor securities to be issued in accordance with the Series C Securities Purchase Agreement and shares in respect of the outstanding warrants and the Company’s 1992 Stock Option Plan, so long as any shares of Series B redeemable preferred, or at least 55.0% of the Class B common remain outstanding. Once this limitation on issuing capital stock has been eliminated, the holders of the Series A convertible preferred stock have rights of first refusal to purchase new securities. As discussed above, the redemption rights of the Series A preferred stock were removed in conjunction with the Series C financing. Other rights are discussed below.

      The Series B mandatorily redeemable preferred stockholders have special voting rights which provide that the Company shall not, without first obtaining the approval of the majority of the shareholders of the then outstanding shares of Series B preferred, (i) create any new class of stock having a preference over Series B preferred, (ii) amend or repeal the Company’s Articles of Incorporation, or (iii) purchase, redeem, or retire any shares of the capital stock ranking junior to the Series B redeemable preferred.

      The holders of the Series B preferred shares are entitled to receive dividends at a rate of $15.00 per share per annum. All dividends are cumulative and accrue, whether or not declared. When and if no shares of

F-78

THE PARK LANE GROUP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (continued)

Series B or Series C preferred remain outstanding, the holders of the outstanding Series A convertible preferred stock are entitled to receive noncumulative dividends of $0.08 per share per annum, which are in preference to any common stock dividends, whenever funds are legally available and when and if declared by the Board of Directors.

      The holders of Series B preferred shares have a liquidation preference of an amount equal to $100.00 per share plus any accrued but unpaid dividends thereon, before any payment shall be made in respect of the Series C mandatorily redeemable convertible preferred stock, the Series A convertible preferred stock or the common stock. After payment to the holders of Series B and Series C preferred stock, the holders of the Series A preferred stock have liquidation preferences of an amount equal to the original issue price of $1.00 per share plus any declared and unpaid dividends thereon, before any payment shall be made in respect to the common stock. Upon completion of the distribution described above, all remaining assets of the Company shall be distributed to all holders of common stock on a pro rata basis dependent upon the number of shares of common stock held. In certain situations specified in the Amended and Restated Articles of Incorporation, a consolidation or merger of the Company or sale of all or substantially all of its assets may be deemed to be a liquidation for purposes of the liquidation preferences.

      The Company shall redeem all of the Series B mandatorily redeemable preferred stock outstanding on September 30, 2001, in the amount of $100.00 per share plus any accrued but unpaid dividends thereon. Any time after September 30, 1999, the Company may at its option redeem all, but not less than all, of the Series B preferred shares outstanding at the redemption price stated above.

      Holders of Series C mandatorily redeemable convertible preferred stock — (1) have the right to convert their number of shares held into shares (or other units) of any subsequent securities as may be issued by the Company in the first transaction occurring after January 5, 1996, 2) have special voting rights identical to the rights described below for the Series B redeemable preferred shares, 3) are entitled to receive dividends at a rate of $10.00 per share per annum which are cumulative and accrue, whether or not declared, 4) have a liquidation preference of an amount equal to $100.00 per share plus any accrued but unpaid dividends thereon, before any payment shall be made in respect of the Series A convertible preferred stock or the common stock, and 5) have a mandatory redemption feature which requires the Company to purchase all of the shares of the Series C preferred stock outstanding on September 30, 2001, in the amount of $100.00 per share plus any accrued but unpaid dividends thereon.

      The Company is accreting the expected redemption value of Series B and Series C preferred stock over the period ending when redemption is estimated to occur.

      In connection with the closing of the acquisition of the Company by Regent only, preferred stock holders have agreed to waive certain of these rights.

      Under the Company’s 1992 Stock Option Plan (the “Plan”), a total of 1,800,000 shares of Class A common stock have been reserved for issuance to employees, officers, directors and consultants. Incentive stock options to purchase shares of the Company’s common stock under the Plan may be granted at not less than 100.0% of the fair value of the stock as determined by the Board of Directors, on the date granted. The options generally have a term of ten years and are generally exercisable either immediately or over periods of up to four years, as determined by the Board of Directors.

F-79

THE PARK LANE GROUP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (continued)

      Activity in the Company’s stock option plan consists of the following:

		Options
		Available			Options			Exercise
		for Grant			Outstanding			Price		Amount
Balances, December 31, 1995			267,882			1,520,000			$0.50 - $0.55	$	805,000
	Options granted		(822,882	)		822,882			$0.07		145,250
	Options canceled		717,882			(717,882	)		$0.07 - $0.55		(836,500	)
Balances, December 31, 1996			162,882			1,625,000			$0.07		113,750
	Options canceled		121,719			(121,719	)		$0.07		(8,520	)
	Options exercised		—			(38,281	)		$0.07		(2,680	)
Balances, December 31, 1997			284,601			1,465,000			$0.07	$	102,550

      The options outstanding and currently exercisable by exercise price at December 31, 1997 are as follows:

Options Outstanding								Options Currently
								Exercisable
				Weighted
				Average		Weighted				Weighted
				Remaining		Average				Average
Exercise		Number		Contractual		Exercise		Number		Exercise
Price		Outstanding		Life		Price		Exercisable		Price
	$0.07		1,465,000		6.03	$	0.07		1,165,417	$	0.07

      During 1996 and following the dilution to holders of Series A common stock caused by the Series C financing described above, the Company repriced all of the outstanding stock options to a revised fair value of $0.07. All unexercised options were effectively canceled and regranted. No other terms of the options were altered.

      The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation.” Accordingly, no compensation cost has been recognized for the Plan. Had compensation cost for the Plans been determined based on the fair value at the grant date for awards in 1997 and 1996 consistent with the provisions of SFAS 123, the Company’s net loss would have been reduced to the proforma amounts as follows:

	Year Ended December 31,
	1997		1996
Net loss — as reported	$	1,014,131	$	1,486,471
Net loss — proforma	$	1,018,631	$	1,504,018

      The fair value of each option grant was estimated on the date of grant using the minimum value method with the following weighted average assumptions:

Risk-free interest rate	6.28%
Expected life (years)	4
Expected dividends	none
Expected volatility	zero

      The weighted average expected life was calculated based on the vesting period and the exercise behavior. The risk-free interest rate was calculated in accordance with the grant date and expected life calculated for each subgroup.

F-80

THE PARK LANE GROUP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (continued)

  Warrants:

      The Company has issued warrants to purchase Series A preferred stock at $1.00 per share as follows:

Number		Aggregate
of Shares		Price		Exercise Period
	63,000	$	63,000	Through February 1998
	42,000		42,000	Through March 1998
	22,500		22,500	Through April 1998
	240,000		240,000	Through May 1998
	75,195		75,195	Through March 1999
	45,000		45,000	Through August 1999
	34,375		34,375	Through November 2002
	522,070	$	522,070

      The holders of these warrants have agreed not to exercise their purchase rights in conjunction with the acquisition of the Company by Regent only.

7.  Income Taxes

      The Company’s effective tax rate in 1997 differs from the statutory federal income tax rate as follows:

	1997			1996
Income tax benefit at statutory rate		(34.0	)%		(34.0	)%
Net operating loss not benefited		34.0			34.0
Effective tax rate		—%			—%

      The Company has approximately $7,300,000 and $3,000,000 of federal and state net operating loss carryforwards available to reduce future taxable income, respectively. These carryforwards generally expire by 2010 for federal purposes and 1999 for state purposes, if not utilized, and represent the losses incurred subsequent to May 1992, the date the Company began operations as a Subchapter C corporation.

      The Tax Reform Act of 1986 substantially changed the rules relative to net operating loss and tax credit carryforwards in the case of an “ownership change” of a corporation. Any ownership change, as defined, may restrict utilization of carryforwards.

F-81

INDEPENDENT AUDITORS’ REPORT

Alta California Broadcasting, Inc.

We have audited the accompanying consolidated statements of operations, stockholder’s deficit and cash flows of Alta California Broadcasting, Inc. (a wholly-owned subsidiary of Redwood Broadcasting, Inc.) and subsidiary for the year ended March 31, 1998. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards. 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Alta California Broadcasting, Inc. and subsidiary for the year ended March 31, 1998, in conformity with generally accepted accounting principles.

STOCKMAN KAST RYAN & COMPANY, LLP

Colorado Springs, Colorado

July 10, 1998

F-82

ALTA CALIFORNIA BROADCASTING, INC. AND SUBSIDIARY

(A Wholly-Owned Subsidiary of Redwood Broadcasting, Inc.)

Consolidated Statement of Operations

For the Year Ended March 31, 1998

REVENUE
Broadcast revenues			$	830,724
Less agency commissions				(73,638	)
NET REVENUES				757,086
OPERATING EXPENSE
Selling, general and administrative				453,175
Broadcasting				333,110
Depreciation and amortization				133,877
		Total		920,162
LOSS FROM OPERATIONS				(163,076	)
OTHER INCOME (EXPENSE)
Interest expense (Note 3)				(37,960	)
Other income — net (Notes 2 and 6)				154,457
Other income, net				116,497
	NET LOSS		$	(46,579	)

See notes to consolidated financial statements.

F-83

ALTA CALIFORNIA BROADCASTING, INC. AND SUBSIDIARY

(A Wholly-Owned Subsidiary of Redwood Broadcasting, Inc.)

Consolidated Statement of Stockholder’s Deficit

	Common Stock				Total
					Accumulated			Stockholder’s
	Shares		Amount		Deficit			Deficit
Balances, April 1, 1997		30,000	$	225,000	$	(387,632	)	$	(162,632	)
Net loss						(46,579	)		(46,579	)
Balances, March 31, 1998		30,000	$	225,000	$	(434,211	)	$	(209,211	)

See notes to consolidated financial statements.

F-84

ALTA CALIFORNIA BROADCASTING, INC. AND SUBSIDIARY

(A Wholly-Owned Subsidiary of Redwood Broadcasting, Inc.)

Consolidated Statement of Cash Flows

For the Year Ended March 31, 1998

OPERATING ACTIVITIES
Net loss			$	(46,579	)
Adjustments to reconcile net loss to net cash used in operating activities:
	Depreciation and amortization			133,877
	Gain on bid settlement			(36,205	)
	Changes in operating assets and liabilities:
		Accounts receivable		73,536
		Other current assets		(252	)
		Accounts payable and accrued expenses		(182,374	)
		Other assets		(8,498	)
Net cash used in operating activities				(66,495	)
INVESTING ACTIVITIES
Purchases of station assets				(66,786	)
Collection of receivable from sale of stations				833,000
Net cash provided by investing activities				766,214
FINANCING ACTIVITIES
Proceeds from borrowings under related party notes				155,000
Proceeds from borrowings under notes				82,403
Repayments to Redwood Broadcasting, Inc.				(751,532	)
Principal payments on notes to related parties				(45,885	)
Principal payments on notes				(195,817	)
Increase in net payable to related parties				61,495
Payments on capital lease obligations				(11,994	)
Net cash used in financing activities				(706,330	)
NET DECREASE IN CASH AND CASH EQUIVALENTS				(6,611	)
CASH AND CASH EQUIVALENTS, Beginning of year				37,754
CASH AND CASH EQUIVALENTS, End of year			$	31,143
SUPPLEMENTAL NONCASH INVESTING
AND FINANCING ACTIVITIES
Increase in payable to Redwood Broadcasting, Inc. for deposit on purchase of stations			$	973,000
Assumption of note payable to related party by Redwood Broadcasting, Inc.				100,000
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest				80,556

See notes to consolidated financial statements.

F-85

ALTA CALIFORNIA BROADCASTING, INC. AND SUBSIDIARY

(A Wholly-Owned Subsidiary of Redwood Broadcasting, Inc.)

Notes to Consolidated Financial Statements

1.  Summary of Significant Accounting Policies

      Organization — Alta California Broadcasting, Inc. (Alta) and its subsidiary, Northern California Broadcasting, Inc. (Northern) (collectively, the Company), operate in the radio broadcasting industry. Alta is a wholly-owned subsidiary of Redwood Broadcasting, Inc. (Redwood) which, in turn, is a majority-owned subsidiary of Redwood MicroCap Fund, Inc. (MicroCap). Organized for the purpose of acquiring and/or developing undervalued radio broadcasting properties located in small to medium sized markets, the Company has embarked upon an aggressive acquisition and development program and currently operates radio stations in Northern California.

      The accompanying financial statements for the year ended March 31, 1998 include the operations of radio stations KRDG(FM), KNNN(FM), KNRO(AM) and KRRX(FM) through October 10, 1997, at which time, Alta entered into an agreement to sell such stations and a Local Management Agreement (LMA) with the acquirer. See Notes 2 and 7.

      Principles of Consolidation — The consolidated financial statements include the accounts of Alta and its wholly-owned subsidiary, Northern. All significant intercompany accounts and transactions have been eliminated in consolidation.

      Depreciation — Depreciation of property and equipment is provided on a straight line basis over the estimated useful lives of the assets as follows: buildings and improvements — 10 years; transmitter — 20 years; computer equipment — 3 years; and technical equipment and furniture and fixtures — 5 to 7 years.

      Amortization — License costs are amortized on a straight-line basis over a period of 20 years and the noncompete agreement is amortized on a straight-line basis over the three-year period of the agreement.

      Revenue Recognition — The Company’s primary source of revenue is the sale of airtime to advertisers. Revenue from the sale of air time is recorded when the advertisements are broadcast.

      Barter Transactions — Revenue from barter transactions (advertising provided in exchange for goods and services) is recognized based on the fair value of the goods or services received when the advertisements are broadcast. Goods and services received are recognized when used.

      Income Taxes — The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes of a change in tax rate is recognized in the period that includes the enactment date.

      Use of Estimates — The preparation of the Company’s financial statements in conformity with generally accepted accounting principles 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 income and expenses during the reporting period. Actual results could differ from those estimates.

      Statement of Cash Flows — For purposes of the statement of cash flows, highly liquid investments, maturing within three months of acquisition, are considered to be cash equivalents.

      Concentrations of Risk — Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and receivables. Also, the Company’s radio stations broadcast in Northern California, which results in a risk to the Company due to the concentration in one geographic area.

F-86

ALTA CALIFORNIA BROADCASTING, INC. AND SUBSIDIARY

(A Wholly-Owned Subsidiary of Redwood Broadcasting, Inc.)

Notes to Consolidated Financial Statements (continued)

2.  Radio Station Acquisitions and Dispositions

      The following radio station acquisitions and sales have been completed by Alta:

      KHSL(AM)/ FM — In 1994, Alta acquired radio stations KHSL(AM)/ (FM) licensed to Chico and Paradise, California, respectively. Subsequent to its acquisition by Alta, KHSL(AM) changed its call letters to
KNSN(AM).

      In March 1996, Alta entered into separate Asset Sale Agreements to sell the assets of both KNSN(AM) and KHSL(FM), excluding a parcel of land, for $1,466,333. Concurrently with signing the Asset Sale Agreements, Alta entered into an LMA with the prospective purchaser until the sale closed on March 31, 1997, at which time the LMA terminated.

      Alta received $633,333 cash and a $200,000 promissory note, bearing interest at a rate of 7%. Alta was also to receive $633,000 in cash no later than April 30, 1997 for KNSN(AM); however, pursuant to the Asset Purchase Agreement, the buyer of KNSN(AM) had the option to defer payment of such amount for monthly option fees of $10,000 or $15,000. Included in other income for the year ended March 31, 1998 is $70,000 resulting from monthly option fees collected. As of March 31, 1998, all amounts receivable from the sale of KHSL(AM)/ (FM) had been collected.

      In April 1996, the parcel of land was sold to an unrelated party for $370,000.

      KRDG(FM) (f/k/a KHZL and KCFM) — In March 1995, Alta entered into an LMA with an option to purchase radio station KCFM(FM) licensed to Shingletown, California, which began commercial broadcasting in August 1995. KCFM(FM) primarily serves the Redding, California market. In September 1995, KCFM(FM) changed its call letters to KHZL(FM). In July 1996, Alta completed the acquisition of KHZL(FM), thereby terminating the LMA. Alta paid $65,000 cash and issued a $155,000 promissory note as consideration for KHZL(FM). The acquisition was recorded using the purchase method and the $220,000 purchase price was recorded as license costs as no other assets of KHZL(FM) were acquired. Effective September 27, 1996, Alta changed KHZL(FM’s) call letters to KRDG(FM).

      KNNN(FM) — In May 1996, Alta entered into an Asset Purchase Agreement to acquire KNNN(FM) licensed to Central Valley, California. The Asset Purchase Agreement was subsequently assigned to Northern. KNNN(FM) primarily serves the Redding, California market. In August 1996, Alta began operating KNNN(FM) under a LMA pending approval of the transfer of ownership by the FCC. The purchase price for KNNN(FM) was $825,000, $325,000 of which was paid in cash at closing, and the balance of which was in the form of a promissory note. Pursuant to the Asset Purchase Agreement, the seller of KNNN(FM) agreed to not compete in the Redding, California market for a period of three years. The acquisition was recorded using the purchase method and the purchase price was allocated to property and equipment, the noncompete agreement and license costs, based on estimated fair values.

      KLXR(FM) — In May 1996, Alta entered into an Asset Purchase Agreement to acquire KLXR, licensed to Redding, California, for a total purchase price of $100,000. In February 1997, Alta entered into a LMA with the seller and, in April 1998, Alta completed the purchase of KLXR for $100,000 cash.

      KNRO(AM) and KRRX(FM) (f/k/a KARZ(FM)) — Effective April 1, 1997, the Company acquired an option to purchase radio stations KNRO(AM) and KARZ(FM) (KNRO/ KARZ) licensed in Redding, California from Power Surge, Inc. (Power Surge), a wholly-owned subsidiary of Power Curve, Inc. (Power Curve). Power Surge and Power Curve are both controlled by the Company’s President. Power Curve acquired KNRO/ KARZ on January 31, 1997 for $480,000 in cash and a $720,000 promissory note. Power Surge operated the stations form February 1, 1997 through March 31, 1997 and received the licenses from Power Curve on March 31, 1997. Under the terms of the option agreement, the Company can either (1) purchase KNRO/ KARZ for $1,200,000 in cash or (2) issue 1,000,000 shares of Redwood’s common stock

F-87

ALTA CALIFORNIA BROADCASTING, INC. AND SUBSIDIARY

(A Wholly-Owned Subsidiary of Redwood Broadcasting, Inc.)

Notes to Consolidated Financial Statements (continued)

in exchange for all of the issued and outstanding shares of common stock of Power Surge. Also effective April 1, 1997, Alta entered into a LMA with Power Surge for a period of one year. Alta operated KNRO/ KARZ through October 10, 1997 and was obligated to pay Power Surge a monthly LMA fee of $5,000. Effective May 16, 1997, KARZ(FM) changed its call letters to KRRX(FM). As of March 31, 1998, Redwood made cash payments of $733,000 and issued 200,000 shares of its common stock, with an agreed-upon value of $240,000, to Power Curve on behalf of Alta as deposits on the purchases. Subsequent to year-end the option agreement and LMA were extended, the option price was increased to $1,235,000, and Alta exercised its option on June 15, 1998. Immediately thereafter, the stations, along with KRDG(FM) and KNNN(FM) were sold to Regent Communications, Inc. (Regent), who had operated the stations under an LMA effective on October 10, 1997 (see Note 7).

3.  Related Party Transactions

      The Company recorded interest expense on related party notes of approximately $13,000 and $62,000 for the years ended March 31, 1998 and 1997, respectively.

4.  Lease Agreements

      The Company leases land and equipment under operating lease agreements expiring in various years through 2002. Lease expense under the operating lease agreements totalled $30,263 for the year ended March 31, 1998.

      Pursuant to the LMA between Alta and Regent (see Note 2), the Company was reimbursed for all operating lease payments subsequent to October 10, 1997. The lease agreements were assumed by Regent upon the closing of the sales agreement with Regent on June 15, 1998.

5.  Income Taxes

      The Company’s operations are included in the consolidated federal and state income tax returns of Redwood. Under Redwood’s tax allocation method, a tax provision is allocated to the Company based upon a calculation of income taxes as if the Company filed separate income tax returns.

      As of March 31, 1998, Redwood has approximately $540,000 of consolidated net operating loss carryovers of which approximately $240,000 were attributable to the Company. The carryovers expire in various years through 2013 and result in deferred income tax assets of approximately $80,000. However, because of the uncertainty regarding future realization of the deferred income tax assets, the Company has established a valuation allowance of $80,000 as of March 31, 1998. The valuation allowance increased by $12,000 during the year ended March 31, 1998.

6.  Other Income

      Included in other income for the year ended March 31, 1998 is a $36,205 gain resulting from a FCC license auction and settlement agreement.

7.  Subsequent Event

      On June 15, 1998, Alta exercised its option to acquire KNRO(FM) and KRRX(FM) (see Note 2). Alta was simultaneously sold to Regent with Redwood receiving as consideration approximately $2,635,000 in cash and assumed liabilities and 205,250 shares of Regent’s Series E convertible preferred stock. Regent operated such stations through June 15, 1998 under a LMA which was effective on October 10, 1997.

F-88

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of Continental

Radio Broadcasting, L.L.C.

We have audited the statement of operations, partner’s deficit and cash flows of Continental Radio Broadcasting, L.L.C. (the “Company”) for the year ended December 31, 1997. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards. 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 1997, in conformity with generally accepted accounting principles.

PricewaterhouseCoopers LLP

Cincinnati, Ohio

February 10, 1998

F-89

CONTINENTAL RADIO BROADCASTING, L.L.C.

Statement of Operations

		Three Months Ended
		March 31,						Year Ended
								December 31,
		1998			1997			1997
		(Unaudited)			(Unaudited)
Broadcast revenues		$	253,054		$	220,233		$	1,095,761
Less agency commissions			(14,407	)		(14,048	)		(73,905	)
	Net revenues		238,647			206,185			1,021,856
Broadcasting operating expenses			103,311			81,139			438,482
Corporate general and administrative expenses			70,173			46,917			346,055
Depreciation and amortization			50,999			67,911			241,744
	Operating income (loss)		14,164			10,218			(4,425	)
Interest expense			(43,196	)		(46,424	)		(186,127	)
Loss on disposal of fixed assets			—			—			(73,219	)
	Net loss	$	(29,032	)	$	(36,206	)	$	(263,771	)

The accompanying notes are an integral part of the financial statements.

F-90

CONTINENTAL RADIO BROADCASTING, L.L.C.

Statement of Partner’s Deficit

	Capital
	Contribution		Deficit			Total
Balances, December 31, 1996	$	10,000	$	(66,687	)	$	(56,687	)
Net loss		—		(263,771	)		(263,771	)
Balances, December 31, 1997	$	10,000	$	(330,458	)	$	(320,458	)

The accompanying notes are an integral part of the financial statements.

F-91

CONTINENTAL RADIO BROADCASTING, L.L.C.

Statement of Cash Flows

			Three Months Ended
			March 31,						Year Ended
									December 31,
			1998			1997			1997
			(Unaudited)			(Unaudited)
Cash flows from operating activities:
	Net loss		$	(29,032	)	$	(36,206	)	$	(263,771	)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Depreciation			26,081			40,686			141,855
	Amortization			24,918			27,225			99,889
	Loss on disposal of fixed assets			—			—			73,219
	Changes in operating assets and liabilities:
		Accounts receivable		10,115			7,272			(51,477	)
		Other receivables, prepaid expenses and other assets		(14,860	)		(14,398	)		(9,302	)
		Accounts payable		16,688			(20,999	)		23,400
		Accrued expenses		4,663			729			55,663
		Other		(1,199	)		—			—
	Net cash provided by operating activities			37,374			4,309			69,476
Cash flows from investing activities:
	Capital expenditures			(2,747	)		(28,405	)		(37,480	)
	Proceeds from sale of equipment			—			—			24,500
Net cash used in financing activities				(2,747	)		(28,405	)		(12,980	)
Cash flows from financing activities:
	Borrowings of long term debt			—			10,500			30,000
	Payments of long term debt			(35,000	)		(35,000	)		(170,000	)
	Book overdraft			—			—			8,950
Net cash used in financing activities				(35,000	)		(24,500	)		(131,050	)
Net decrease in cash				(373	)		(48,596	)		(74,554	)
Cash, beginning of period				373			74,927			74,927
Cash, end of period			$	—		$	26,331		$	373
Cash paid for interest			$	—		$	—		$	142,589

The accompanying notes are an integral part of the financial statements.

F-92

CONTINENTAL RADIO BROADCASTING, L.L.C.

Notes to Financial Statements

1.  Accounting Policies and Description of Business

  a. Organization:

      Continental Radio Broadcasting, L.L.C. (the “Company”), an Arizona corporation, owns and operates radio stations KFLG(FM) and KFLG(AM) located in Bullhead City, Arizona.

  b.  Broadcast Revenue:

      Broadcast revenue for commercial broadcasting advertisements is recognized when the commercial is broadcast.

  c.  Barter Transactions:

      Revenue from barter transactions (advertising provided in exchange for goods and services) is recognized as income when advertisements are broadcast, and merchandise or services received are charged to expense when received or used. For the year ended December 31, 1997, barter revenue was approximately $118,708 and barter expense was approximately $114,545.

  d.  Concentrations of Credit Risk:

      Financial instruments which potentially subject the Company to concentrations of credit risk consist principally 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.

  e.  Property and Equipment:

      Property and equipment are recorded at cost. Depreciation is provided using accelerated methods based upon the estimated useful lives of the respective assets, ranging from five to seven years. When assets are retired or otherwise disposed of, the cost of the asset and the related accumulated depreciation are removed from their respective accounts and any resulting gain or loss is recognized.

  f.  Intangible Assets:

      Intangible assets are stated at cost and amortized on the straight line basis over fifteen years. The carrying value of intangible assets is reviewed by the Company when events or circumstances indicate that the recoverability of an asset may be impaired. If this review indicates that goodwill and licenses will not be recoverable, as determined based on the undiscounted cash flows of the entity over the remaining amortization period, the carrying value of the goodwill and licenses will be reduced accordingly.

  g.  Other Assets:

      Other assets consist primarily of a non-compete agreement, which is being amortized on the straight line method over five years.

  h.  Use of Estimates:

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

  i.  Income Taxes:

      Federal and state income taxes are not provided for in the accompanying financial statements, as the partners are taxed at federal and state levels individually on their share of earnings.

F-93

CONTINENTAL RADIO BROADCASTING, L.L.C.

Notes to Financial Statements (continued)

  j.  Reclassifications:

      Certain prior year amounts have been reclassified to conform to fiscal year 1997 presentation. These changes had no impact on previously reported results of operations or shareholders’ equity.

2.  Asset Sale Agreement

      On December 9, 1997, the Company entered into an agreement to sell substantially all of the assets of radio stations KFLG(FM) and KFLG(AM) to Regent Communications, Inc. for approximately $3,600,000 in cash, subject to adjustment. The closing is conditioned on, among other things, receipt of FCC and other regulatory approvals.

3.  Long-Term Debt

      Long-term debt at December 31, 1997 consisted of the following:

Variable rate term loan (10.5% at December 31, 1997), collateralized by substantially all assets of the Company	$	1,260,000
Subordinated notes payable (12.0% at December 31, 1997)		380,000
Non-compete obligation		120,000
		1,760,000
Less current maturities		(1,670,000	)
Long-term debt	$	90,000

      Borrowings under the variable rate term loan bear interest at the bank’s prime rate plus the Floating Rate Spread, as defined in the agreement (ranging from 1.5% to 5.0%), the loan matures on December 31, 2003 and has been personally guaranteed by a partner in the Company. The credit agreement requires mandatory repayment of up to 50.0% of Excess Cash Flow, as defined, within 120 days after the Company’s year end. The Company may prepay the note, in whole or in part, subject to a premium ranging from 1.0% to 3.0% prior to December 31, 2000. Subsequent prepayments may be made without premium or penalty. The Credit Agreement contains certain restrictive covenants which, among other things, requires the Company to meet certain financial tests. During 1997, the Company was not in compliance with certain covenants included in its Credit Agreement. As a result, the outstanding principal balance has been classified as a current liability at December 31, 1997.

      The subordinated promissory notes bear interest at 12.0% and mature on September 30, 2004. Interest is payable annually to the extent of Net Cash Available, as defined. The Company may prepay the notes at any time without premium or penalty. All principal and interest related to the notes becomes due and payable in the event of the sale of the assets of the Company. As discussed in Note 2, the Company entered into an Asset Sale Agreement on December 9, 1997, which is expected to close prior to May 1998. As a result, the outstanding principal and interest due under the subordinated notes has been classified as a current liability at December 31, 1997.

      In connection with the acquisition of radio stations KFLG(FM) and (AM) on December 1, 1996, the Company entered into a non-compete agreement with the former owner of the stations, which requires the Company to pay the former owner $30,000 per year for five years beginning on December 1, 1997.

F-94

CONTINENTAL RADIO BROADCASTING, L.L.C.

Notes to Financial Statements (continued)

4.  Leases

      The Company leases certain equipment and facilities used in their operations. Future minimum rentals is under all noncancelable operating leases as of December 31, 1997 are payable as follows:

1998	$	36,820
1999		31,774
2000		24,200
2001		24,200
2002		24,200
	$	141,194

      Rental expense was approximately $34,000 for the year ended December 31, 1997.

5.  Related Party Transactions

      During 1997, the Company issued a $30,000 subordinated promissory note to a partner in the Company.

F-95

REPORT OF INDEPENDENT ACCOUNTANTS

To Ruby Broadcasting, Inc.

We have audited the accompanying Statement of Revenues and Direct Expenses of Radio Station KZXY(FM) (“KZXY”) for the years ended December 31, 1997 and 1996. This statement is the responsibility of KZXY’s management. Our responsibility is to express an opinion on the Statement of Revenues and Direct Expenses based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement of Revenues and Direct Expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Statement of Revenues and Direct Expenses. We believe that our audits provide a reasonable basis for our opinion.

The accompanying statement was prepared to present the Revenue and Direct Expenses of KZXY and is not intended to be a complete presentation of KZXY’s results of operations.

In our opinion, the accompanying Statement of Revenues and Direct Expenses present fairly, in all material respects, the revenues and direct expenses of Radio Station KZXY(FM) for the years ended December 31, 1997 and 1996, in conformity with generally accepted accounting principles.

PricewaterhouseCoopers LLP

Cincinnati, Ohio

January 9, 1998

F-96

RADIO STATION KZXY(FM)

Statement of Revenues and Direct Expenses

		Three Months Ended
		March 31,					Year Ended December 31,
		1998		1997			1997			1996
		(Unaudited)		(Unaudited)
Broadcast revenue		$	—	$	276,321		$	1,235,560		$	1,278,968
Time brokerage fees			56,500		—			—			—
Less agency commissions			—		(9,379	)		(43,974	)		(63,662	)
	Net revenue		56,500		266,942			1,191,586			1,215,306
Broadcast operating expenses			5,078		115,406			500,486			475,917
Depreciation and amortization expense			7,621		6,617			26,467			26,467
General and administrative expenses			—		97,895			345,175			332,019
	Total direct expenses		12,699		219,918			872,128			834,403
Excess of revenues over direct expenses		$	43,801	$	47,024		$	319,458		$	380,903

The accompanying notes are an integral part of this financial statement.

F-97

RADIO STATION KZXY(FM)

Notes to Statement of Revenues and Direct Expenses

1.  Basis of Presentation, Accounting Policies and Description of Business

  a.  Organization and Business:

      KZXY(FM), a radio station located in Apple Valley, California, is owned and operated by Ruby Broadcasting, Inc. (“Ruby”), a Delaware corporation. The Statement of Revenues and Direct Expenses includes certain costs shared with other stations under common ownership. These amounts primarily cover administrative and production support, facility costs, repairs and supplies. These costs have generally been allocated among the affiliated stations based on estimated time spent, space or volume of use. Management believes that these allocation methods are reasonable. As a result of the allocations, however, the financial statements presented may not be indicative of the results achieved had the Company operated as a nonaffiliated entity.

      In December 1997, Ruby entered into an agreement to sell the FCC license and related operating assets of this station and radio station KIXW(AM) to Regent Communications, Inc. (“Regent”) for $6,000,000 in cash, subject to adjustment. The closing is conditioned on, among other things, receipt of FCC and other regulatory approvals. Additionally, on January 1, 1998, Ruby entered into a time brokerage agreement with Regent Communications, Inc. related to radio stations KZXY(FM) and KIXW(AM).

  b.  Broadcast Revenue:

      Broadcast revenue for commercial broadcasting advertisements is recognized when the commercial is broadcast.

  c.  Barter Transactions:

      Barter Transactions (advertising provided in exchange for goods and services are reported at the estimated fair value of the product 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. For the years ended December 31, 1997 and 1996, barter revenue was approximately $109,000 and $116,000, respectively, and barter expense was approximately $115,000 and $100,000, respectively.

  d.  Depreciation:

      Depreciation is provided using accelerated methods based upon the estimated useful lives of the respective assets as follows:

Leasehold improvements	7 to 31 years
Furniture and fixtures	5 to 7 years
Broadcast equipment	5 to 15 years

  e.  Amortization:

      Intangible assets are amortized on the straight line method over two to 40 years. Amortization expense for the years ended December 31, 1997 and 1996 was approximately $10,000.

  f.  Use of Estimates:

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

F-98

TREASURE RADIO ASSOCIATES LIMITED PARTNERSHIP

Statement of Income

			Six Months			Six Months			Year
			Ended			Ended			Ended
			May 31,			May 31,			November 30,
			1997			1996			1996
			(Unaudited)			(Unaudited)			(Unaudited)
Broadcast revenues, net of agency commissions			$	1,160,579		$	1,059,546		$	2,256,075
Operating expenses
	Selling, general and administrative expenses			450,148			398,075			919,038
	Programming and technical expenses			263,868			251,212			478,787
	Depreciation and amortization			102,449			111,061			231,527
	Corporate expenses (note 8)			15,000			15,000			30,000
		Total operating expenses		831,465			775,348			1,659,352
Operating income				329,114			284,198			596,723
Interest expense				(98,096	)		(135,698	)		(261,222	)
Other income
	Rental (note 6)			—			—			4,968
	Miscellaneous			14,477			5,953			10,810
		Net income	$	245,495		$	154,453		$	351,279

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

F-99

TREASURE RADIO ASSOCIATES LIMITED PARTNERSHIP

Statement of Cash Flows

			Six Months			Six Months			Year
			Ended			Ended			Ended
			May 31,			May 31,			November 30,
			1997			1996			1996
			(Unaudited)			(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income			$	245,495		$	154,453		$	351,279
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization			102,449			111,061			231,527
	Barter transactions			—			—			(595	)
	Changes in assets and liabilities:
		Increase in accounts receivable		(22,382	)		(58,501	)		(6,849	)
		Decrease (increase) in prepaid expenses		9,886			(525	)		(6,291	)
		Increase (decrease) in accounts payable		1,843			16,330			(15,831	)
		(Decrease) increase in accrued payroll and related taxes		(3,086	)		3,308			19,984
		Decrease in accrued interest		(14,280	)		(26,936	)		(19,891	)
		(Decrease) increase in other accrued expenses		(41,389	)		(12,534	)		15,895
Net cash provided by operations				278,536			186,656			569,228
Cash flows from investing activities:
	Payments for purchases of investments			(380,583	)		—			(455,308	)
	Proceeds from redemption of investments			235,362			—			110,000
	Payments for purchases of property and equipment			(1,728	)		(12,575	)		(24,370	)
Net cash used in investing activities				(146,949	)		(12,575	)		(369,678	)
Cash flows from financing activities:
	Principal payments on long-term liabilities			(164,649	)		(99,174	)		(243,039	)
	Payments for loan refinancing			—			(19,095	)		(54,858	)
Net cash used in financing activities				(164,649	)		(118,269	)		(297,897	)
(Decrease) increase in cash and cash equivalents				(33,062	)		55,812			(98,347	)
Cash and cash equivalents, beginning				233,827			332,174			332,174
Cash and cash equivalents, ending			$	200,765		$	387,986		$	233,827
Other transactions not affecting cash:
	Revenues recognized from barter activities								$	90,457
	Expenses recognized from barter activities								$	89,862
	Assets acquired from barter activity								$	—
	Decrease in barter receivables								$	(595	)
	Assets acquired under capital lease								$	10,263

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

F-100

TREASURE RADIO ASSOCIATES LIMITED PARTNERSHIP

Statement of Partners’ Deficit

	Year Ended
	November 30,
	1996
	(Unaudited)
Balance, Beginning of Year	$	(1,554,092	)
Net Income		351,279
Balance, End of Year	$	(1,202,813	)

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

F-101

TREASURE RADIO ASSOCIATES LIMITED PARTNERSHIP

Notes to Unaudited Financial Statements

1.  Nature of Operations

      Treasure Radio Associates Limited Partnership (the “Partnership”) was organized as an Ohio limited partnership on January 5, 1987, with Treasure Radio, Inc. as its general partner. The Partnership operates both an AM radio station, WMAN, and an FM radio station, WYHT, in Mansfield, Ohio.

      WYHT(FM) and WMAN(AM) are currently operating under licenses from the Federal Communications Commission that must be renewed prior to October 1, 2003.

2.  Significant Accounting Policies

      The significant accounting policies of the Partnership are as follows:

      Cash and Cash Equivalents — Included in cash and cash equivalents in 1996 is a highly liquid money market fund with an original maturity of less than three months.

      Accounts Receivable and Bad Debts — Provisions for bad debts on accounts receivable are made in amounts required to maintain an adequate allowance to cover potential losses. Accounts determined to be uncollectible during the year are charged against this allowance or directly to bad debt expense in a manner to maintain an adequate allowance. Bad debt expense was $23,932 for the year ended November 30, 1996.

      Depreciation — Depreciation of property and equipment is computed on the straight-line method at rates based on the expected useful lives of the assets, as follows:

Office furniture and equipment	5 years
Technical equipment	10  years
Buildings and antenna systems	20  years
Music, records and tapes	5 years
Vehicles	3 years

      Amortization — Amortization of other assets is computed on the straight-line method at appropriate rates, based on the stated or expected lives of the related assets, as follows:

Radio station licenses, call letters and goodwill	20  years
Loan fees	7 years

      Barter Contracts — The Partnership provides commercial air time in exchange for goods and services. All transactions are recorded based on the fair market value of the goods and services received. Revenue is recognized when the advertising is broadcast and the value of the goods and services is recorded when they are received or used.

      Taxes on Income — The individual partners are required to report their share of the Partnership’s taxable income or loss on their respective tax returns. Therefore, no provision for taxes on income is made in the accompanying financial statements (See Note 7).

      Use of Estimates — The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.

F-102

TREASURE RADIO ASSOCIATES LIMITED PARTNERSHIP

Notes to Unaudited Financial Statements (continued)

3.  Assets Acquired by Capital Lease

      The Partnership leases various assets that have been capitalized in accordance with Financial Accounting Standards Board Statement No. 13 (See Note 5). Following is a schedule of the assets acquired under capital leases.

	1996
Buildings and antennas	$	384,465
Office equipment		19,995
Technical equipment		19,096
		423,556
Less: accumulated depreciation		(192,435	)
	$	231,121

4.  Covenants not to Compete

      As part of the purchase agreements for the radio stations, the Partnership agreed to make specified future payments to the sellers in return for their covenants not to compete. These payments were discounted at the Partnership’s incremental borrowing rate to determine the values of the intangible assets and the related liabilities (See Note 5) that were recorded on the balance sheet.

      Both of the covenants were restructured during the year ended November 30, 1993. One of the covenants not to compete had an original term of five years, which expired May 8, 1992. The remaining unpaid obligation under this non-compete agreement has been amended to postpone the quarterly installments for a period of four years. The quarterly payments will resume on July 1, 1997 and continue through July, 2001 (See Note 5). The other covenant not to compete had a term of seven years, which expired June 16, 1994. As discussed in Note 5, modifications have been made to extend installment payments. The monthly payments for the period June 20, 1993 through May 20, 1997 were reduced to $1,667 and the final payment, due June 16, 1994, was replaced by 48 monthly installments of $3,092.

5.  Long-Term Liabilities

      Long-term debt consists of a note payable to Star Bank, capital leases, covenants and management fees (See Note 9). The note payable to Star Bank is the result of a refinancing of the Partnership’s previous loan agreement with Bank of America during the year ended November 30, 1996. Following is a description of the Star Bank note payable, in accordance with the terms of the agreement dated May 13, 1996.

      The Star Bank note payable, initially amounting to $2,350,000, is an eighty-four month term loan with payments commencing July 1, 1996 and ending June 1, 2003. Monthly principal payments are due in the amount of $25,000 from July 1, 1996 through June 1, 1999, $29,167 from July 1, 1999 through June 1, 2002 and $33,333 from July 1, 2002 through May 1, 2003. All remaining principal, along with any accrued interest, is due June 1, 2003.

      Interest is payable monthly on the outstanding loan balance at a rate of 9.05% per annum until May 2000. At that time, the Partnership will be able to select either the bank’s “Prime Based Rate” or “Cost of Funds Based Rate” on which the remaining interest payments will be based.

      The Star Bank loan agreement contains various loan covenants including assurance of the maintenance and continuance of the business, maintenance of various financial ratios, reporting requirements and limitations on loans, investments, partner distributions, capital expenditures, lease obligations and management

F-103

TREASURE RADIO ASSOCIATES LIMITED PARTNERSHIP

Notes to Unaudited Financial Statements (continued)

fees. The loan is collateralized by essentially all assets of the Partnership and each limited partner’s interest in the Partnership and is guaranteed by the general partner of the Partnership (See Note 8).

      If prepaid, this loan is subject to a fee equal to the difference between the net present value of the prepaid amount, including interest, and the principal amount of the prepayment on the date of payment.

      Following is a schedule of long-term debt:

		1996
Star Bank		$	2,225,000
Richland, Inc. — payments due under covenant not to compete (See See Note 4); effective interest rate, 2.41%; per modified agreement, monthly payments of $1,667 beginning June 20, 1993 through May 20, 1997, and for the period June 20, 1997 through May 20, 2001, monthly payments of $3,092; subordinated to the Star Bank debt			150,936
Capital Lease Obligation — Madison Leasing — incurred in connection with the acquisition of equipment; effective interest rate at November 30, 1996 was 16.33%; payable in monthly payments of $251, including interest through February 2001; collateral, equipment			9,177
Greater Mansfield Broadcasting Company — payments under covenant not to compete (See Note 4); effective interest rate, 3.18%; per modified agreement, payments deferred until July 1, 1997 at which time quarterly payments of $6,250 will be due for a period of four years; secured by property and equipment; subordinated to the Star Bank debt			91,362
Capital Lease Obligation — payments due under a capital lease of transmitter sites; discounted at the Partnership’s incremental borrowing rate at date of acquisition, yielding an effective interest rate of 7.045%; payable in monthly payments of $2,500 through May 1997, monthly payments of $2,782 from June 7, 1997 through May 7, 2001 when a final payment of $265,000 is due			319,948
Capital Lease Obligations — Fuerst & Co. — incurred in connection with the acquisition of equipment; effective interest rate at November 30, 1996 was 14.18%; payable in monthly payments of $141, including interest through June of 1997; collateral, equipment			942
Interstate Management Consultants, Inc. (See Note 8) — payments due under a promissory note; interest rate, 10%; interest is due annually on February 1st beginning in 1989; subordinated to the Star Bank debt			50,000
Capital Lease Obligation — Reserve Management, Inc. — incurred in connection with the acquisition of equipment; effective interest rate at November 30, 1996 was 14.9%; payable in monthly payments of $189, including interest through March 1998; collateral, equipment			2,720
Interest Management Consultants, Inc. (See Note 8) — payments due for unpaid management fees, reclassified to non-current since debt is subordinated to the Star Bank debt; non-interest bearing; unsecured			310,200
	Total long-term liabilities		3,160,285
	Less: current portion		(343,822	)
	Long-term liabilities, net of current portion	$	2,816,463

F-104

TREASURE RADIO ASSOCIATES LIMITED PARTNERSHIP

Notes to Unaudited Financial Statements (continued)

      The following is a schedule of the maturities of long-term liabilities, including capital lease obligations, as of November 30, 1996:

				Future
		Principal		Minimum
		Payments		Lease			Management
Years Ending November 30,		on Notes		Payments			Fees		Total
1997		$	327,000	$	37,910		$	—	$	364,910
1998			356,870		37,154			—		394,024
1999			379,268		36,401			—		415,669
2000			410,044		36,401			—		446,445
2001			389,959		280,018			—		669,977
Thereafter			654,157		—			310,200		964,357
	Totals	$	2,517,298		427,884		$	310,200		3,255,382
Less: amounts representing interest and maintenance fees					(95,097	)				(95,097	)
Present value of net lease payments				$	332,787
	Total long-term liabilities								$	3,160,285

6.  Commitments and Contingencies

      As part of the original purchase on May 8, 1987, the Partnership also acquired the leases of two houses. As of November 30, 1996, both of these houses are being subleased under month-to-month leases. The net rental income for 1996 under these leases amounted to $4,967. There are no future minimum rents due under these arrangements.

7.  Taxable Income

      The individual partners are required to report their share of the Partnership’s taxable income on their respective tax returns. Following is a reconciliation of the Partnership’s net income for financial reporting purposes to its taxable income for 1996:

		1996
Net income for financial reporting		$	351,279
Permanent differences:
	Non-deductible amortization		30,838
	Other		3,777
			34,615
Timing differences:
	Depreciation differences		84,910
	Real estate taxes accrued but not paid		200
	Accrued vacation pay		1,704
	Accrued interest		5,000
	Accrued commissions		1,184
	Capital lease differences		(895	)
			92,103
Taxable income		$	477,997

F-105

TREASURE RADIO ASSOCIATES LIMITED PARTNERSHIP

Notes to Unaudited Financial Statements (continued)

8.  Related Party Transactions

      Treasure Radio, Inc. is the sole general partner of the Partnership and has a 60.5% interest in the Partnership. Treasure Radio, Inc. is a wholly-owned subsidiary of Interstate Management Consultants, Inc. (“Interstate”).

      Interstate provides management services to the Partnership. In return, the Partnership has agreed to pay a management fee to Interstate equal to 15.0% of the Partnership’s net income before the management fee, depreciation, amortization, interest expense and income taxes. The parties, in order to comply with stipulations of the bank agreements, agreed to a reduced management fee of $30,000 for 1996, which was paid in 1996.

      Interstate also paid organization and start-up costs amounting to $57,835 on behalf of the Partnership. During 1987, the Partnership repaid $42,165 leaving a balance due to Interstate of $15,670.

      The sole shareholder of Interstate is an attorney who is associated with a law firm that provides legal services to the Partnership. Amounts incurred for services provided by attorneys of this law firm, other than the sole shareholder (for whose services no charge was made), for 1996 totaled $17,688. Of the $17,688 incurred in 1996, $13,182 was capitalized and is being amortized in connection with the refinancing of the Partnership’s loan agreement (See Note 5).

      The sole shareholder of Interstate is also the owner of another company with which the Partnership has a capital lease agreement. This lease agreement has a term of five years, and expires in 1997 (See Note 5).

      During the year ended November 30, 1988, Interstate loaned the Partnership an additional $50,000 (See Note 5).

9.  Disclosures about Fair Value of Financial Instruments

      The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value under Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments.

      Cash, Accounts Receivable, Investments and Prepaid Expenses  — The carrying amount approximates fair value because of the short maturity of those instruments.

      Advance Payable, Accounts Payable and Other Accrued Expenses  — The carrying amount approximates fair value because of the short maturity of those instruments.

      Loan Payable, Bank — The carrying amount approximates fair value because the interest rate charged approximates current market rates.

      Note Payable Interstate management Consultants, Inc.  — The carrying amount approximates fair value because the interest rate being charged approximates the Partnership’s incremental borrowing rate.

      Covenants Not to Compete — The carrying amounts of the Richland, Inc. and Greater Mansfield Broadcasting Company covenants not to compete do not approximate fair value because the interest rates implicit in these agreements are 2.41% and 3.18%, respectively (See Note 5). In order to estimate the fair value of these covenants, the expected future cash flows have been discounted at the Partnership’s incremental borrowing rate.

F-106

TREASURE RADIO ASSOCIATES LIMITED PARTNERSHIP

Notes to Unaudited Financial Statements (continued)

      The fair values of the covenants not to compete, which do not approximate carrying value, are as follows at November 30, 1996:

	November 30,
	1996
	Carrying		Fair
	Amount		Value
Payments due under covenants not to compete	$	150,936	$	129,080
Richland, Inc.		91,362		81,722
Greater Mansfield Broadcasting Company	$	242,298	$	210,802

      It is not practicable to estimate the fair value of a liability representing unpaid management fees in the amount of $310,200. This liability, as discussed in Note 5, is non-interest bearing and unsecured. The liability is also subordinate to any future senior debt. Because of this subordination, it is impracticable to estimate a future repayment schedule and therefore a term over which future cash flows can be discounted.

10.  Sale of Business

      On January 23, 1997, the Partnership entered into an Asset Purchase Agreement (“Agreement”) to sell substantially all of the assets of the radio stations, excluding cash and accounts receivable. The sales price is $7,350,000, subject to customary contingencies and post closing adjustments. An escrow deposit of $400,000 was made by the buyer upon execution of the Agreement. Closing of the sale is contingent upon Federal Communications Commission approval. The balance of the purchase price is due at closing, except for a $200,000 eighteen month holdback.

      Concurrent with the closing, non-compete agreements will be executed by Treasure Radio, Inc. (general partner) and the sole shareholder of Interstate Management Consultants, Inc. (the owner of Treasure Radio, Inc.).

F-107

Until                     , all dealers effecting transactions in these securities, whether or not participating
in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers
to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

[REGENT LOGO]

Prudential Securities

Morgan Stanley Dean Witter

Schroder & Co. Inc.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

      Estimated expenses, other than underwriting discounts, in connection with the registration and distribution of the shares being offered are as follows:

Securities and Exchange Commission Registration Fee		$	36,278
National Association of Securities Dealers, Inc. Filing Fee			36,500
Nasdaq National Market Entry Fee			14,550
Printing and Engraving Expenses			275,000	*
Auditors’ Fees and Expenses			720,000	*
Legal Fees and Expenses			250,000	*
Transfer Agent and Registrar Fees			7,000	*
Blue Sky Fees and Expenses			15,000	*
Miscellaneous			261,922	*
	Total	$	1,616,250

*  Estimated.

Item 14.  Indemnification of Directors and Officers.

      As permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”), the Certificate of Incorporation of the Registrant provides that a director of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the Certificate of Incorporation of the Registrant requires that the liability of a director of the Registrant must be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Further, any repeal or modification of this provision of the Certificate of Incorporation of the Registrant by the stockholders of the Registrant shall not adversely affect any right or protection of a director of the Registrant existing at the time of such repeal or modification.

      In accordance with Section 145 of the DGCL, the Certificate of Incorporation and the Amended and Restated By-laws (“By-laws”) of the Registrant provide that the Registrant shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is threatened to be made a party, or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person for whom he is a legal representative, is or was a director, officer, employee or agent of the Registrant or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The indemnification and advancement of expenses pursuant to the Certificate of Incorporation and By-laws are not exclusive of any other rights which the person seeking indemnification may have under any statute, provision of such Certificate of Incorporation, By-laws, agreement, vote of stockholders or disinterested directors or otherwise. Pursuant to the terms of the Certificate of Incorporation and the By-laws, the Registrant is required to indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Registrant.

II-1

      The Certificate of Incorporation and the By-laws further provide that the Registrant shall pay the expenses of directors and executive officers of the Registrant, and may pay the expenses of all other officers, employees or agents of the Registrant, incurred in defending any proceeding, in advance of its final disposition, upon receipt of an undertaking by the director, officer, employee or agent to repay all amounts advanced if it should be ultimately determined that such person is not entitled to be indemnified under the provisions of the Certificate of Incorporation, the By-laws or otherwise.

      Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators.

      The Certificate of Incorporation and the By-laws provide that the Registrant’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity, shall be reduced by any amount such person may collect as indemnification from such other entity.

      If the indemnification provisions of the Certificate of Incorporation or By-laws are repealed or modified, such repeal or modification will not adversely affect any right or protection thereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Item 15.  Recent Sales of Unregistered Securities.

      On November 5, 1996, the Company issued 327 shares of its common stock to Terry S. Jacobs, the Company’s Chairman and Chief Executive Officer and a member of the Company’s Board of Directors, for a cash purchase price of $327.00 ($1.00 per share). These shares were subsequently the subject of a 1,000-for-one stock split.

      On November 5, 1996, the Company issued 265 shares of its common stock to William L. Stakelin, the Company’s President and Chief Operating Officer, for a cash purchase price of $265.00 ($1.00 per share). These shares were subsequently the subject of a 1,000-for-one stock split.

      On May 20, 1997, the Company issued 240,000 shares of its Series A convertible preferred stock to Terry S. Jacobs for a cash purchase price of $1,200,000 ($5.00 per share) and 300,000 shares of its Series A convertible preferred stock to River Cities Capital Fund Limited Partnership for a cash purchase price of $1,500,000 ($5.00 per share).

      On December 1, 1997, the Company issued an additional 60,000 shares of its Series A convertible preferred stock to Terry S. Jacobs for a cash purchase price of $300,000 ($5.00 per share).

      On December 8, 1997, the Company issued 1,000,000 shares of its Series B convertible preferred stock to General Electric Capital Corporation for a cash purchase price of $5,000,000 ($5.00 per share).

      On December 8, 1997, the Company issued 220,000 shares of its Series D convertible preferred stock to BMO Financial, Inc. for a cash purchase price of $1,100,000 ($5.00 per share).

      On June 15, 1998, the Company issued securities in the following transactions:

      (a)  The Company issued to Waller-Sutton Media Partners, L.P., WPG Corporate Development Associates V, L.L.C., WPG Corporate Development Associates V (Overseas), L.P., General Electric Capital Corporation, River Cities Capital Fund Limited Partnership and William H. Ingram a total of 2,050,000 shares of its Series F convertible preferred stock at $5.00 per share for an aggregate purchase

II-2

price of $10,250,000, and in conjunction therewith, issued to such purchasers warrants to purchase a total of 860,000 shares of the Company’s common stock at an exercise price of $5.00 per share.

      (b)  The Company issued to General Electric Capital Corporation a warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $5.00 per share.

      (c)  BMO Financial, Inc. paid $3,900,000 cash for 780,000 shares of the Company’s Series D convertible preferred stock.

      (d)  William L. Stakelin purchased 20,000 shares of the Company’s Series A convertible preferred stock for a cash purchase price of $100,000 ($5.00 per share).

      (e)  As part of the Company’s acquisition of all of the outstanding stock of Alta California Broadcasting, Inc. (“Alta”) by virtue of a merger of Alta into a wholly-owned subsidiary of the Company, the Company issued 205,250 shares of its Series E convertible preferred stock (stated value $5.00 per share) as follows: 194,750 shares were issued to the seller, Redwood Broadcasting, Inc., and 10,500 shares were issued to Miller Capital Corp., as partial payment of commissions payable to it.

      (f)  As part of the Company’s acquisition of all of the outstanding stock of Topaz Broadcasting, Inc. (“Topaz”) by virtue of a merger of Topaz into a wholly-owned subsidiary of the Company, the Company issued 242,592 shares of the Company’s Series E convertible preferred stock to the seller, Thomas Gammon.

      (g)  The Company granted, under its 1998 Management Stock Option Plan, to each of Terry S. Jacobs (a member of the Company’s Board of Directors, as well as its Chairman, Chief Executive Officer and Treasurer) and William L. Stakelin (a member of the Company’s Board of Directors, as well as its President, Chief Operating Officer and Secretary) options to purchase 608,244 shares of the Company’s common stock at an exercise price of $5.00 per share.

      (h)  The Company issued to River Cities Capital Fund Limited Partnership (“River Cities”) a warrant to purchase 80,000 shares of the company’s common stock at an exercise price of $5.00 per share. The warrant was issued as an inducement to River Cities, as an existing holder of the Company’s Series A convertible preferred stock, to approve the acquisition by the Company of all of the outstanding stock of Faircom Inc. through a merger with the Company’s wholly-owned subsidiary, including the issuance by the Company of shares of its Series C convertible preferred stock in exchange therefor.

      On August 11, 1998, the Company granted to several key employees a total of 75,000 stock options under the Company’s 1998 Management Stock Option Plan.

      On November 6, 1998, the Company issued 25,000 stock options to Anthony Vasconcellos under the Company’s 1998 Management Stock Option Plan.

      On November 30, 1998, the Company issued a total of 400,000 shares of its Series F convertible preferred stock at $5.00 per share for an aggregate purchase price of $2,000,000 to the existing holders of its Series F convertible preferred stock.

      On January 11, 1999, the Company issued 372,406 shares of its Series G convertible preferred stock at $5.00 per share for an aggregate cash purchase price of $1,862,030 to certain executive officers of the Company (Terry S. Jacobs, William L. Stakelin and Joel M. Fairman) and Blue Chip Capital Fund II Limited Partnership, an existing holder of the Company’s Series C convertible preferred stock.

      On February 23, 1999, the Company issued 633,652 shares of its Series F convertible preferred stock at $5.00 per share for an aggregate cash purchase price of $3,168,260 to its existing Series F holders.

      On May 6, 1999, the Company issued 1,016,348 shares of Series F convertible preferred stock to existing Series F holders at $5.00 per share for an aggregate purchase price of $5,081,740.

      On April 29, 1999, the Company granted to certain of its key employees an aggregate of 287,678 stock options under the Company’s 1998 Management Stock Option Plan.

II-3

      On June 21 and 23, 1999, the Company issued a total of 636,363 shares of Series H convertible preferred stock at $5.50 per share for an aggregate purchase price of $3,499,996.50 to certain existing preferred stockholders.

      On August 31, 1999, the Company issued a total of 1,545,454 shares of its Series H convertible preferred stock at $5.50 per share for an aggregate purchase price of $8,499,997 to certain existing preferred stockholders and two new investors.

      On December 14, 1999, the Company issued a total of 3,545,453 shares of its Series K convertible preferred stock at $5.50 per share for an aggregate purchase price of $19,499,991 to certain existing preferred stockholders and four new investors.

      The foregoing securities were issued by the Company in privately negotiated transactions based upon exemptions from registration under the Securities Act of 1933, as amended (the “1933 Act”), claimed pursuant to Section 4(2) of the 1933 Act and the rules and regulations promulgated thereunder.

Item 16.  Exhibits and Financial Statement Schedules.

      (a)  Exhibits.  The following exhibits are filed with this registration statement or, where indicated, incorporated herein by reference:

†1	Form of Underwriting Agreement
2(a)*	Asset Purchase Agreement dated as of September 13, 1999 by and among New Wave Broadcasting, L.P., Regent Broadcasting of El Paso, Inc. and Regent Licensee of El Paso, Inc. (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 2(b) to the Registrant’s Form 10-Q for the quarter ended September 30, 1999 and incorporated herein by this reference)
2(b)*	Asset Purchase Agreement dated July 29, 1999 by and among Forever of NY, Inc., Forever of NY, LLC, Forever Broadcasting, LLC, Regent Broadcasting of Utica/Rome, Inc., Regent Licensee of Utica/Rome, Inc., Regent Broadcasting of Watertown, Inc., Regent Licensee of Watertown, Inc. and Regent Communications, Inc. (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 2(b) to the Registrant’s Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by this reference)
2(c)*	Asset Purchase Agreement dated March 30, 1999, between The Guyann Corporation, Regent Licensee of Flagstaff, Inc. and Regent Broadcasting of Flagstaff, Inc. (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 2(c) to the Registrant’s Form  10-K for the year ended December 31, 1998 and incorporated herein by this reference)
3(a)*	Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended by a Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics of Series G Preferred Stock of Regent Communications, Inc., filed January 21, 1999 (previously filed as Exhibit 3(a) to the Registrant’s Form  10-K for the year ended December 31, 1998 and incorporated herein by this reference)
3(b)*	Amended and Restated By-Laws of Regent Communications, Inc. (previously filed as Exhibit 3(b) to the Registrant’s Form  S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
3(c)*	Certificate of Decrease of Shares Designated as Series G Convertible Preferred Stock of Regent Communications, Inc., filed with the Delaware Secretary of State on June 21, 1999 amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended (previously filed as Exhibit 3(c) to the Registrant’s Form  10-Q Fourth Quarter Ended June 30, 1999 and incorporated herein by this reference)

II-4

3(d)*	Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics of Series H Preferred Stock of Regent Communications, Inc., filed with the Delaware Secretary of State on June 21, 1999 amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended (previously filed as Exhibit 3(d) to the Registrant’s Form 10-Q for the Quarter Ended June 30, 1999 and incorporated herein by this reference)
3(e)*	Certificate of Decrease of Shares Designated as Series G Convertible Preferred Stock of Regent Communications, Inc., filed with the Delaware Secretary of State on August 23, 1999 amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended (previously filed as Exhibit 3(e) to the Registrant’s Form  10-Q for the Quarter Ended on September 30, 1999 and incorporated herein by this reference)
3(f)*	Certificate of Increase of Shares Designated as Series H Convertible Preferred Stock of Regent Communications, Inc., filed with the Delaware Secretary of State on August 23, 1999 amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended (previously filed as Exhibit 3(f) to the Registrant’s Form  10-Q for the Quarter Ended on September 30, 1999 and incorporated herein by this reference)
†3(g)	Certificate of Designation, Number, Powers Preferences and Relative, Participating, Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics of Series K Preferred Stock of Regent Communications, Inc., filed with the Delaware Secretary of State on December 13, 1999 amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended
†3(h)	Amendments to By-Laws of Regent Communications, Inc. adopted December 13, 1999
4(a)*	Second Amended and Restated Stockholders’ Agreement dated as of June 15, 1998 among Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Waller-Sutton Media Partners, L.P., William H. Ingram, WGP Corporate Development Associates V, L.L.C., WGP Corporate Development Associates (Overseas) V, L.P., River Cities Capital Fund Limited Partnership, BMO Financial, Inc., General Electric Capital Corporation, Joel M. Fairman, Miami Valley Venture Fund II Limited Partnership, and Blue Chip Capital Fund II Limited Partnership (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit  4(c) to the Registrant’s Form 8-K filed June 30, 1998 and incorporated herein by this reference)
4(b)*	Stock Purchase Agreement dated June 15, 1998 among Regent Communications, Inc., Waller-Sutton Media Partners, L.P., WPG Corporate Development Associates V, L.C.C., WPG Corporate Development Associates (Overseas) V, L.P., General Electric Capital Corporation, River Cites Capital Fund Limited Partnership and William H. Ingram (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(d) to the Registrant’s Form 8-K filed June 30, 1998 and incorporated herein by this reference)
4(c)*	Registration Rights Agreement dated June 15, 1998 among Regent Communications, Inc., PNC Bank, N.A., Trustee, Waller-Sutton Media Partners, L.P., WPG Corporate Development Associates V, L.C.C., WPG Corporate Development Associates (Overseas) V, L.P., BMO Financial, Inc., General Electric Capital Corporation, River Cites Capital Fund Limited Partnership, Terry S. Jacobs, William L. Stakelin, William H. Ingram, Blue Chip Capital Fund II Limited Partnership, Miami Valley Venture Fund L.P. and Thomas Gammon (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit  4(e) to the Registrant’s Form 8-K filed June 30, 1998 and incorporated herein by this reference)
4(d)*	Warrant for the Purchase of 650,000 Shares of Common Stock issued by Regent Communications, Inc. to Waller-Sutton Media Partners, L.P. dated June 15, 1998 (See Note 1 below) (previously filed as Exhibit 4(f) to the Registrant’s Form  8-K filed June 30, 1998 and incorporated herein by this reference)

II-5

4(e)*	Warrant for the Purchase of 50,000 Shares of Common Stock issued by Regent Communications, Inc. to General Electric Capital Corporation dated June 15, 1998 (previously filed as Exhibit 4(g) to the Registrant’s Form 8-K filed June  30, 1998 and incorporated herein by this reference)
4(f)*	Agreement to Issue Warrant dated as of June 15, 1998 between Regent Communications, Inc. and General Electric Capital Corporation (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(h) to the Registrant’s Form 8-K filed June 30, 1998 and incorporated herein by this reference)
4(g)*	Warrant for the Purchase of 80,000 Shares of Common Stock issued by Regent Communications, Inc. to River Cities Capital Fund Limited Partnership dated June 15, 1998 (previously filed as Exhibit 4(k) to the Form 10-Q for the Quarter Ended June 30, 1998, as amended, and incorporated herein by this reference)
4(h)*	Stock Purchase Agreement dated as of May 20, 1997 between Terry S. Jacobs and Regent Communications, Inc. (previously filed as Exhibit 4(b) to the Registrant’s Form S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(i)*	Stock Purchase Agreement dated as of May 20, 1997 between River Cities Capital Fund Limited Partnership and Regent Communications, Inc. (previously filed as Exhibit 4(c) to the Registrant’s Form S-4 Registration Statement No.  333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(j)*	Stock Purchase Agreement dated as of November 26, 1997 and Terry S. Jacobs and Regent Communications, Inc. (previously filed as Exhibit 4(d) to the Registrant’s Form S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(k)*	Stock Purchase Agreement dated as of December 1, 1997 between William L. Stakelin and Regent Communications, Inc. (previously filed as Exhibit 4(e) to the Registrant’s Form  S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(l)*	Stock Purchase Agreement dated as of December 8, 1997 between Regent Communications, Inc. and General Electric Capital Corporation (previously filed as Exhibit 4(f) to the Registrant’s Form S-4 Registration Statement No.  333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(m)*	Stock Purchase Agreement dated as of December 8, 1997 between Regent Communications, Inc. and BMO Financial, Inc. (previously filed as Exhibit 4(g) to the Registrant’s Form  S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(n)*	Credit Agreement dated as of November 14, 1997 among Regent Communications, Inc., the lenders listed therein, as Lenders, General Electric Capital Corporation, as Documentation Agent and Bank of Montreal, Chicago Branch, as Agent (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit  4(j) to the Registrant’s Form S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(o)*	Revolving Note issued by Regent Communications, Inc. to Bank of Montreal, Chicago Branch dated November 14, 1997 in the principal amount of $20,000,000 (See Note 2 below) (previously filed as Exhibit 4(k) to the Registrant’s Form  S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(p)*	Agreement to Issue Warrant dated as of March 25, 1998 between Regent Communications, Inc. and River Cities Capital Fund Limited Partnership (previously filed as Exhibit 4(1) to the Registrant’s Form S-4 Registration Statement No.  333-46435 effective May 7, 1998 and incorporated herein by this reference)

II-6

4(q)*	First Amendment to Credit Agreement dated as of February  16, 1998 among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch as Agent (previously filed as Exhibit 4(w) to the Registrant’s Form 8-K/ A (date of report June 15, 1998) filed September 3, 1998 and incorporated herein by reference)
4(r)*	Second Amendment and Limited Waiver to Credit Agreement dated as of June 10, 1998 among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent (previously filed as Exhibit 4(x) to the Registrant’s Form  8-K/ A (date of report June 15, 1998) filed September 3, 1998 and incorporated herein by reference)
4(s)*	Third Amendment to Credit Agreement dated as of August 14, 1998 among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent (previously filed as Exhibit 4(y) to the Registrant’s Form 10-Q for the Quarter Ended September 30, 1998, as amended, and incorporated herein by this reference)
4(t)*	Amendment to Second Amended and Restated Stockholders’ Agreement, dated as of January 11, 1999, among Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Waller-Sutton Media Partners, L.P., William H. Ingram, WGP Corporate Development Associates V, L.L.C., WGP Corporate Development Associates (Overseas) V, L.P., River Cities Capital Fund Limited Partnership, BMO Financial, Inc., General Electric Capital Corporation, Joel M. Fairman, Miami Valley Venture Fund II Limited Partnership, and Blue Chip Capital Fund II Limited Partnership (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(t) to the Registrant’s Form  10-K for the year ended December 31, 1998 and incorporated herein by this reference)
4(u)*	Stock Purchase Agreement dated January 11, 1999 between Regent Communications, Inc. and Blue Chip Capital II Limited Partnership relating to the purchase of 315,887 shares of Regent Communications, Inc. Series G Convertible Preferred Stock (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit  4(u) to the Registrant’s Form 10-K for the year ended December 31, 1998 and incorporated herein by this reference)
4(v)*	Stock Purchase Agreement dated January 11, 1999 between Regent Communications, Inc. and Terry S. Jacobs relating to the purchase of 50,000 shares of Regent Communications, Inc. Series G Convertible Preferred Stock (See Note 3 below) (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(v) to the Registrant’s Form 10-K for the year ended December 31, 1998 and incorporated herein by this reference)
4(w)*	Fourth Amendment, Limited Consent and Limited Waiver to Credit Agreement, First Amendment to Subsidiary Guaranty and First Amendment to Pledge and Security Agreement, dated as of October 16, 1998 among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent. (previously filed as Exhibit 4(w) to the Registrant’s Form 10-K for the year ended December 31, 1998 and incorporated herein by this reference)
4(x)*	Fifth Amendment to Credit Agreement, dated as of November  23, 1998, among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent. (previously filed as Exhibit 4(x) to the Registrant’s Form 10-K for the year ended December 31, 1998 and incorporated herein by this reference)
4(y)*	Sixth Amendment and Limited Consent to Credit Agreement, dated as of February 24, 1999, among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent (previously filed as Exhibit 4(y) to the Registrant’s Form  10-K for the year ended December 31, 1998 and incorporated herein by this reference)

II-7

4(z)*	Second Amendment to Second Amended and Restated Stockholders’ Agreement, dated as of June 21, 1999, among Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Waller-Sutton Media Partners, L.P., Joel M. Fairman, Miami Valley Venture Fund II Limited Partnership, Blue Chip Capital Fund II Limited Partnership and PNC Bank, N.A., Trustee (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(z) to the Registrant’s Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by this reference)
4(aa)*	Stock Purchase Agreement dated June 21, 1999 between Regent Communications, Inc. and Waller-Sutton Media Partners, L.P. relating to the purchase of 90,909 shares of Regent Communications, Inc. Series H convertible preferred stock (See Note 4 below) (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(aa) to the Registrant’s Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by this reference)
4(bb)*	Stock Purchase Agreement dated June 21, 1999, among Regent Communications, Inc., WPG Corporate Development Associates V, L.L.C. and WPG Corporate Development Associates V (Overseas), L.P. relating to the purchase of 1,180,909 and 182,727 shares, respectively, of Regent Communications, Inc. Series H convertible preferred stock (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(bb) to the Registrant’s Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by this reference)
4(cc)*	Seventh Amendment to Credit Agreement, dated as of June 30, 1999, among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent (previously filed as Exhibit 4(cc) to the Registrant’s Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by this reference)
4(dd)*	Eighth Amendment, Limited Consent and Limited Waiver to Credit Agreement, dated as of November 11, 1999, among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent (previously filed as Exhibit 4(dd) to the Registrant’s Form 10-Q for the quarter ended on September 30, 1999 and incorporated herein by this reference)
4(ee)*	Stock Purchase Agreement dated as of August 31, 1999 among Regent Communications, Inc., The Roman Arch Fund L.P. and The Roman Arch Fund II L.P. relating to the purchase of 109,091 and 72,727 shares, respectively, of Regent Communications, Inc. Series H convertible preferred stock (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(ee) to the Registrant’s Form 10-Q for the quarter ended on September  30, 1999 and incorporated herein by this reference)
4(ff)*	Third Amendment to Second Amended and Restated Stockholders’ Agreement, dated as of August 31, 1999, among Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Waller-Sutton Media Partners, L.P., Joel M. Fairman, Miami Valley Venture Fund L.P., Blue Chip Capital Fund II Limited Partnership, PNC Bank, N.A., as trustee, WPG Corporate Development Associates V, L.L.C., WPG Corporate Development Associates (Overseas) V, L.P., BMO Financial, Inc., General Electric Capital Corporation, River Cities Capital Fund Limited Partnership, William H. Ingram, The Roman Arch Fund L.P. and The Roman Arch Fund II L.P. (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(ff) to the Registrant’s Form 10-Q for the quarter ended on September 30, 1999 and incorporated herein by this reference)

II-8

4(gg)*	First Amendment to Registration Rights Agreement dated as of August 31, 1999 among Regent Communications, Inc., PNC Bank, N.A., as trustee, Waller-Sutton Media Partners, L.P., WPG Corporate Development Associates V, L.L.C., WPG Corporate Development Associates (Overseas) V, L.P., BMO Financial, Inc., General Electric Capital Corporation, River Cities Capital Fund Limited Partnership, Terry S. Jacobs, William L. Stakelin, William H. Ingram, Blue Chip Capital Fund II Limited Partnership, Miami Valley Venture Fund L.P. and Thomas P. Gammon (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(gg) to the Registrant’s Form 10-Q for the quarter ended on September 30, 1999 and incorporated herein by this reference)
†4(hh)	Second Amendment to Registration Rights Agreement dated as of December 13, 1999, among Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Blue Chip Capital Fund II Limited Partnership, Blue Chip Capital Fund III Limited Partnership, Miami Valley Venture Fund, L.P., PNC Bank, N.A., as trustee, PNC Bank, N.A., Custodian, Waller-Sutton Media Partners, L.P., River Cities Capital Fund Limited Partnership, Mesirow Capital Partners VII, WPG Corporate Development Associates V, L.L.C., WPG Corporate Development Associates V (Overseas) L.P., General Electric Capital Corporation, William H. Ingram, The Roman Arch Fund L.P., The Roman Arch Fund II L.P. and The Prudential Insurance Company of America
†4(ii)	Third Amended and Restated Stockholders’ Agreement dated as of December 13, 1999, among Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Blue Chip Capital Fund II Limited Partnership, Blue Chip Capital Fund III Limited Partnership, Miami Valley Venture Fund, L.P., PNC Bank, N.A., as trustee, PNC Bank, N.A., Custodian, Waller-Sutton Media Partners, L.P., River Cities Capital Fund Limited Partnership, Mesirow Capital Partners VII, WPG Corporate Development Associates V, L.L.C., WPG Corporate Development Associates V (Overseas) L.P., General Electric Capital Corporation, William H. Ingram, Joel M. Fairman, The Roman Arch Fund L.P., The Roman Arch Fund II L.P. and the Prudential Insurance Company of America
†4(jj)	Stock Purchase Agreement dated as of November 24, 1999, between Regent Communications, Inc. and Blue Chip Capital Fund III Limited Partnership (see Note 5 below)
†5(a)	Opinion of Strauss & Troy regarding legality of securities being offered
10(a)*	Agreement of Merger dated as of December 17, 1997 among Regent Communications, Inc., Regent Broadcasting of Victorville, Inc. and Topaz Broadcasting, Inc. (previously filed as Exhibit 10(a) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(b)*	Asset Purchase Agreement dated December 17, 1997 between Regent Broadcasting of Victorville, Inc. and Ruby Broadcasting, Inc. (previously filed as Exhibit 10(b) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(c)*	Asset Purchase Agreement dated December 9, 1997 between Regent Broadcasting of Kingman, Inc. and Continental Radio Broadcasting, L.L.C. (previously filed as Exhibit 10(c) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(d)*	Agreement of Merger among Alta California Broadcasting, Inc., Regent Acquisition Corp. and Regent Communications, Inc. dated October 10, 1997 (previously filed as Exhibit 10(d) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(e)*	Asset Purchase Agreement dated September 10, 1997 between Regent Broadcasting of Dayton, Inc. and Great Trails Broadcasting Corporation (previously filed as Exhibit 10(e) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(f)*	Regent Communications, Inc. Faircom Conversion Stock Option Plan (previously filed as Exhibit 10(f) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)

II-9

10(g)*	Regent Communications, Inc. 1998 Management Stock Option Plan (previously filed as Exhibit 10(g) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(h)*	Employment Agreement between Regent Communications, Inc. and Terry S. Jacobs (previously filed as Exhibit 10(h) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(i)*	Employment Agreement between Regent Communications, Inc. and William L. Stakelin (previously filed as Exhibit 10(i) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(j)*	Employment Agreement between Regent Communications, Inc. and Joel M. Fairman (previously filed as Exhibit 10(j) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(k)*	Stock Purchase Agreement dated as of June 16, 1997 among Regent Communications, Inc. and the shareholders of The Park Lane Group, as amended (previously filed as Exhibit 10(k) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(l)*	$1,500,000 Promissory Note made by Regent Communications, Inc. in favor of Citicasters Co. dated December 3, 1997 (previously filed as Exhibit 10(l) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(m)*	Security Agreement between Regent Communications, Inc. and Citicasters Co. dated December 3, 1997 (previously filed as Exhibit 10(m) to the Registrant’s S-4 filed on February  17, 1998 and incorporated herein by this reference)
10(n)*	$1,500,000 Limited Recourse Promissory Note made by Southwind Broadcasting, Inc. in favor of Regent Communications, Inc. dated December 3, 1997 (previously filed as Exhibit 10(n) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(o)*	Assignment dated as of December 3, 1997 among Wicks Broadcast Group Limited Partnership, WBG License Co., L.L.C. and Regent Communications, Inc. (previously filed as Exhibit 10(o) to the Registrant’s S-4 filed on February  17, 1998 and incorporated herein by this reference)
10(p)*	Time Brokerage Agreement dated as of October 10, 1997 among Redwood Broadcasting, Inc., Alta California Broadcasting, Inc., Power Surge, Inc., Northern California Broadcasting, Inc. and Regent Communications, Inc. (previously filed as Exhibit 10(p) to the Registrant’s S-4 filed on February  17, 1998 and incorporated herein by this reference)
10(q)*	Time Brokerage Agreement dated as of June 16, 1997 between Regent Communications, Inc. and The Park Lane Group, as amended (assigned by the Registrant to its subsidiaries by a certain Assignment and Assumption of Time Brokerage Agreement dated as of August 18, 1997) (previously filed as Exhibit 10(q) to the Registrant’s S-4 filed on February  17, 1998 and incorporated herein by this reference)
10(r)*	Time Brokerage Agreement dated as of December 17, 1997 between Topaz Broadcasting, Inc. and Regent Communications, Inc. (previously filed as Exhibit 10(r) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(s)*	Time Brokerage Agreement dated as of December 17, 1997 between Ruby Broadcasting, Inc. and Regent Communications, Inc. (previously filed as Exhibit 10(s) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(t)*	Time Brokerage Agreement dated effective as of December 3, 1997 between Southwind Broadcasting, Inc. and Regent Communications, Inc. (previously filed as Exhibit 10(t) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)

II-10

10(u)*	Deposit Escrow Agreement dated as of December 17, 1997 among Regent Broadcasting of Victorville, Inc., Ruby Broadcasting, Inc., Topaz Broadcasting, Inc., Regent Communications, Inc., Thomas P. Gammon and Security Title & Guaranty, Inc., as escrow agent (previously filed as Exhibit 10(u) to the Registrant’s S-4 filed on February  17, 1998 and incorporated herein by this reference)
10(v)*	Deposit Escrow Agreement dated as of December 9, 1997 among Regent Broadcasting of Kingman, Inc., Continental Radio Broadcasting, L.L.C. and Star Media, as escrow agent (previously filed as Exhibit 10(v) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(w)*	Deposit Escrow Agreement dated as of October 10, 1997 among Regent Communications, Inc., Redwood Broadcasting, Inc. and Security Title & Guaranty Agency, Inc., as escrow agent (previously filed as Exhibit 10(w) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(x)*	Deposit Escrow Agreement dated as of June 16, 1997 among Regent Communications, Inc., Star Media and the stockholders of The Park Lane Group (previously filed as Exhibit 10(x) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(y)*	Deposit Escrow Agreement dated as of September 10, 1997 among Regent Broadcasting of Dayton, Inc., Great Trails Broadcasting Corporation and Bank One Trust Company, NA (previously filed as Exhibit 10(y) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(z)*	Lease Agreement dated January 17, 1994 between CPX — Rivercenter Development Corporation and Regent Communications, Inc. (previously filed as Exhibit 10(z) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(aa)*	Lease dated September 13, 1983 between KCBQ, Inc. as Lessor and The Audio House, Inc. as Lessee, as subsequently assigned and amended (previously filed as Exhibit 10(aa) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(bb)*	Amended and Restated Promissory Note issued by Regent Licensee of San Diego, Inc. and Regent Broadcasting of San Diego, Inc. to Citicasters Co. in the principal amount of $6,000,000 (previously filed as Exhibit 10(bb) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(cc)*	Non-Recourse Guaranty Agreement dated as of June 6, 1997 between Regent Communications, Inc. and Citicasters Co. (previously filed as Exhibit 10(cc) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(dd)*	Amended and Restated Security Agreement dated as of September 10, 1997 among Regent Broadcasting of San Diego, Inc., Regent Licensee of San Diego, Inc. and Citicasters Co. (previously filed as Exhibit 10(dd) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(ee)*	Stock Pledge Agreement dated as of June 6, 1997 between Regent Communications, Inc. and Citicasters Co. (previously filed as Exhibit 10(ee) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(ff)*	Subsidiary Guaranty dated as of November 14, 1997 by each of the subsidiaries of Regent Communications, Inc. in favor of Bank of Montreal, Chicago Branch (previously filed as Exhibit 10(ff) to the Registrant’s S-4 filed on February  17, 1998 and incorporated herein by this reference)
10(gg)*	Pledge and Security Agreement dated as of November 14, 1997 among Regent Communications, Inc. and each of its subsidiaries and Bank of Montreal, Chicago Branch (previously filed as Exhibit 10(gg) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)

II-11

10(hh)*	Collateral Account Agreement dated as of November 14, 1997 between Regent Communications, Inc. and Bank of Montreal, Chicago Branch (previously filed as Exhibit 10(hh) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
†21	Subsidiaries of Registrant
†23.0	Consent of PricewaterhouseCoopers LLP
†23.1	Consent of PricewaterhouseCoopers LLP
†23.2	Consent of BDO Seidman LLP
†23.3	Consent of Stockman Kast Ryan & Company, LLP
23.4	Consent of Strauss & Troy (included in opinion of counsel filed as Exhibit 5)
27**	Financial Data Schedule

  *  Incorporated by reference.

**	Previously Filed.
†	Filed herewith.

NOTES:

      1.  Six substantially identical warrants for the purchase of shares of Registrant’s common stock were issued as follows:

Waller-Sutton Media Partners, L.P.	650,000
WPG Corporate Development Associates V, L.L.C.	112,580
WPG Corporate Development Associates (Overseas) V, L.P.	17,420
General Electric Capital Corporation	50,000
River Cities Capital Fund Limited Partnership	20,000
William H. Ingram	10,000

      2.  Two substantially identical notes were issued to Bank of Montreal, Chicago Branch, in the principal amounts of $15,000,000 and $20,000,000.

      3.  Two substantially identical stock purchase agreements were entered into for the purchase of Series G convertible preferred stock as follows:

Joel M. Fairman	3,319 shares
William L. Stakelin	3,200 shares

      4.  Two substantially identical stock purchase agreements were entered into for the purchase of Series H convertible preferred stock as follows:

Blue Chip Capital Fund II Limited Partnership	363,636 shares
PNC Bank, N.A., as trustee	181,818 shares

      5.  Four substantially identical stock purchase agreements were entered into for the purchase of Series K convertible preferred stock as follows:

WPG Corporate Development Associates V, L.L.C. and WPG
Corporate Development Associates V (Overseas), L.P.	181,818 shares
PNC Bank, N.A., Custodian	181,818 shares
Mesirow Capital Partners VII	1,818,181 shares
The Prudential Insurance Company of America	1,000,000 shares

II-12

      (b)  Financial Statement Schedules

REPORT OF INDEPENDENT ACCOUNTANTS ON

FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of

Regent Communications, Inc.

Our audit of the consolidated financial statements referred to in our report dated March 30, 1999 appearing on page F-3 of this Registration Statement also included the audit of the financial statement schedule listed in Part II Item 16(b) of this Registration Statement. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP

Cincinnati, Ohio

March 30, 1999

Schedule II — Valuation and Qualifying Accounts

				Additions
		Balance at		Charged to		Charged to				Balance at
		Beginning		Costs and		Other				the End
		of Period		Expenses		Accounts*		Deductions**		of Period
Allowance for doubtful accounts:
Years ended December 31,
	1998	$	32,000		174,051		173,960		112,011	$	268,000
	1997	$	20,000		46,308				34,308	$	32,000
	1996	$	20,000		42,449				42,449	$	20,000

  *  Recorded in conjunction with acquisitions consummated on June 15, 1998.

**  Represents accounts written off to the reserve.

Item 17.  Undertakings.

      1.  The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

      2.  The undersigned Registrant hereby undertakes that:

      (a)  For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

      (b)  For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-13

      3.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless, in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-14

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to Form S-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

		REGENT COMMUNICATIONS, INC.
Date:	December 29, 1999	By:	/s/ TERRY S. JACOBS
			Terry S. Jacobs Chairman of the Board, Chief Executive Officer and Treasurer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry S. Jacobs, William L. Stakelin and Anthony A. Vasconcellos, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power an authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 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/ TERRY S. JACOBS Terry S. Jacobs	Chairman of the Board, Chief Executive Officer, Treasurer and Director (Principal Executive Officer)		December 29, 1999
/s/ WILLIAM L. STAKELIN William L. Stakelin	President, Chief Operating Officer, Secretary and Director		December 29, 1999
/s/ ANTHONY A. VASCONCELLOS Anthony A. Vasconcellos	Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer)		December 29, 1999
/s/ JOEL M. FAIRMAN Joel M. Fairman	Vice-Chairman of the Board and Director		December 29, 1999
R. Glen Mayfield	Director
/s/ JOHN H. WYANT John H. Wyant	Director		December 29, 1999
/s/ WILLIAM H. INGRAM William H. Ingram	Director		December 29, 1999

II-15

Signature	Title	Date
/s/ RICHARD H. PATTERSON Richard H. Patterson	Director		December 29, 1999
Kenneth J. Hanau	Director
/s/ WILLIAM P. SUTTER, JR. William P. Sutter, Jr.	Director		December 29, 1999

II-16

EXHIBIT INDEX

Exhibit
No.	Description
†1	Form of Underwriting Agreement
2(a)*	Asset Purchase Agreement dated as of September 13, 1999 by and among New Wave Broadcasting, L.P., Regent Broadcasting of El Paso, Inc. and Regent Licensee of El Paso, Inc. (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 2(b) to the Registrant’s Form 10-Q for the quarter ended September 30, 1999 and incorporated herein by this reference)
2(b)*	Asset Purchase Agreement dated July 29, 1999 by and among Forever of NY, Inc., Forever of NY, LLC, Forever Broadcasting, LLC, Regent Broadcasting of Utica/Rome, Inc., Regent Licensee of Utica/Rome, Inc., Regent Broadcasting of Watertown, Inc., Regent Licensee of Watertown, Inc. and Regent Communications, Inc. (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 2(b) to the Registrant’s Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by this reference)
2(c)*	Asset Purchase Agreement dated March 30, 1999, between The Guyann Corporation, Regent Licensee of Flagstaff, Inc. and Regent Broadcasting of Flagstaff, Inc. (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 2(c) to the Registrant’s Form  10-K for the year ended December 31, 1998 and incorporated herein by this reference)
3(a)*	Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended by a Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics of Series G Preferred Stock of Regent Communications, Inc., filed January 21, 1999 (previously filed as Exhibit 3(a) to the Registrant’s Form  10-K for the year ended December 31, 1998 and incorporated herein by this reference)
3(b)*	Amended and Restated By-Laws of Regent Communications, Inc. (previously filed as Exhibit 3(b) to the Registrant’s Form  S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
3(c)*	Certificate of Decrease of Shares Designated as Series G Convertible Preferred Stock of Regent Communications, Inc., filed with the Delaware Secretary of State on June 21, 1999 amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended (previously filed as Exhibit 3(c) to the Registrant’s Form  10-Q Fourth Quarter Ended June 30, 1999 and incorporated herein by this reference)
3(d)*	Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics of Series H Preferred Stock of Regent Communications, Inc., filed with the Delaware Secretary of State on June 21, 1999 amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended (previously filed as Exhibit 3(d) to the Registrant’s Form 10-Q for the Quarter Ended June 30, 1999 and incorporated herein by this reference)
3(e)*	Certificate of Decrease of Shares Designated as Series G Convertible Preferred Stock of Regent Communications, Inc., filed with the Delaware Secretary of State on August 23, 1999 amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended (previously filed as Exhibit 3(e) to the Registrant’s Form  10-Q for the Quarter Ended on September 30, 1999 and incorporated herein by this reference)
3(f)*	Certificate of Increase of Shares Designated as Series H Convertible Preferred Stock of Regent Communications, Inc., filed with the Delaware Secretary of State on August 23, 1999 amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended (previously filed as Exhibit 3(f) to the Registrant’s Form  10-Q for the Quarter Ended on September 30, 1999 and incorporated herein by this reference)

Exhibit
No.	Description
†3(g)	Certificate of Designation, Number, Powers Preferences and Relative, Participating, Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics of Series K Preferred Stock of Regent Communications, Inc., filed with the Delaware Secretary of State on December 13, 1999 amending the Amended and Restated Certificate of Incorporation of Regent Communications, Inc., as amended
†3(h)	Amendments to By-Laws of Regent Communications, Inc. adopted December 13, 1999
4(a)*	Second Amended and Restated Stockholders’ Agreement dated as of June 15, 1998 among Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Waller-Sutton Media Partners, L.P., William H. Ingram, WGP Corporate Development Associates V, L.L.C., WGP Corporate Development Associates (Overseas) V, L.P., River Cities Capital Fund Limited Partnership, BMO Financial, Inc., General Electric Capital Corporation, Joel M. Fairman, Miami Valley Venture Fund II Limited Partnership, and Blue Chip Capital Fund II Limited Partnership (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit  4(c) to the Registrant’s Form 8-K filed June 30, 1998 and incorporated herein by this reference)
4(b)*	Stock Purchase Agreement dated June 15, 1998 among Regent Communications, Inc., Waller-Sutton Media Partners, L.P., WPG Corporate Development Associates V, L.C.C., WPG Corporate Development Associates (Overseas) V, L.P., General Electric Capital Corporation, River Cites Capital Fund Limited Partnership and William H. Ingram (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(d) to the Registrant’s Form 8-K filed June 30, 1998 and incorporated herein by this reference)
4(c)*	Registration Rights Agreement dated June 15, 1998 among Regent Communications, Inc., PNC Bank, N.A., Trustee, Waller-Sutton Media Partners, L.P., WPG Corporate Development Associates V, L.C.C., WPG Corporate Development Associates (Overseas) V, L.P., BMO Financial, Inc., General Electric Capital Corporation, River Cites Capital Fund Limited Partnership, Terry S. Jacobs, William L. Stakelin, William H. Ingram, Blue Chip Capital Fund II Limited Partnership, Miami Valley Venture Fund L.P. and Thomas Gammon (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit  4(e) to the Registrant’s Form 8-K filed June 30, 1998 and incorporated herein by this reference)
4(d)*	Warrant for the Purchase of 650,000 Shares of Common Stock issued by Regent Communications, Inc. to Waller-Sutton Media Partners, L.P. dated June 15, 1998 (See Note 1 below) (previously filed as Exhibit 4(f) to the Registrant’s Form  8-K filed June 30, 1998 and incorporated herein by this reference)
4(e)*	Warrant for the Purchase of 50,000 Shares of Common Stock issued by Regent Communications, Inc. to General Electric Capital Corporation dated June 15, 1998 (previously filed as Exhibit 4(g) to the Registrant’s Form 8-K filed June  30, 1998 and incorporated herein by this reference)
4(f)*	Agreement to Issue Warrant dated as of June 15, 1998 between Regent Communications, Inc. and General Electric Capital Corporation (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(h) to the Registrant’s Form 8-K filed June 30, 1998 and incorporated herein by this reference)
4(g)*	Warrant for the Purchase of 80,000 Shares of Common Stock issued by Regent Communications, Inc. to River Cities Capital Fund Limited Partnership dated June 15, 1998 (previously filed as Exhibit 4(k) to the Form 10-Q for the Quarter Ended June 30, 1998, as amended, and incorporated herein by this reference)
4(h)*	Stock Purchase Agreement dated as of May 20, 1997 between Terry S. Jacobs and Regent Communications, Inc. (previously filed as Exhibit 4(b) to the Registrant’s Form S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(i)*	Stock Purchase Agreement dated as of May 20, 1997 between River Cities Capital Fund Limited Partnership and Regent Communications, Inc. (previously filed as Exhibit 4(c) to the Registrant’s Form S-4 Registration Statement No.  333-46435 effective May 7, 1998 and incorporated herein by this reference)

Exhibit
No.	Description
4(j)*	Stock Purchase Agreement dated as of November 26, 1997 and Terry S. Jacobs and Regent Communications, Inc. (previously filed as Exhibit 4(d) to the Registrant’s Form S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(k)*	Stock Purchase Agreement dated as of December 1, 1997 between William L. Stakelin and Regent Communications, Inc. (previously filed as Exhibit 4(e) to the Registrant’s Form  S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(l)*	Stock Purchase Agreement dated as of December 8, 1997 between Regent Communications, Inc. and General Electric Capital Corporation (previously filed as Exhibit 4(f) to the Registrant’s Form S-4 Registration Statement No.  333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(m)*	Stock Purchase Agreement dated as of December 8, 1997 between Regent Communications, Inc. and BMO Financial, Inc. (previously filed as Exhibit 4(g) to the Registrant’s Form  S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(n)*	Credit Agreement dated as of November 14, 1997 among Regent Communications, Inc., the lenders listed therein, as Lenders, General Electric Capital Corporation, as Documentation Agent and Bank of Montreal, Chicago Branch, as Agent (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit  4(j) to the Registrant’s Form S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(o)*	Revolving Note issued by Regent Communications, Inc. to Bank of Montreal, Chicago Branch dated November 14, 1997 in the principal amount of $20,000,000 (See Note 2 below) (previously filed as Exhibit 4(k) to the Registrant’s Form  S-4 Registration Statement No. 333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(p)*	Agreement to Issue Warrant dated as of March 25, 1998 between Regent Communications, Inc. and River Cities Capital Fund Limited Partnership (previously filed as Exhibit 4(1) to the Registrant’s Form S-4 Registration Statement No.  333-46435 effective May 7, 1998 and incorporated herein by this reference)
4(q)*	First Amendment to Credit Agreement dated as of February  16, 1998 among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch as Agent (previously filed as Exhibit 4(w) to the Registrant’s Form 8-K/ A (date of report June 15, 1998) filed September 3, 1998 and incorporated herein by reference)
4(r)*	Second Amendment and Limited Waiver to Credit Agreement dated as of June 10, 1998 among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent (previously filed as Exhibit 4(x) to the Registrant’s Form  8-K/ A (date of report June 15, 1998) filed September 3, 1998 and incorporated herein by reference)
4(s)*	Third Amendment to Credit Agreement dated as of August 14, 1998 among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent (previously filed as Exhibit 4(y) to the Registrant’s Form 10-Q for the Quarter Ended September 30, 1998, as amended, and incorporated herein by this reference)

Exhibit
No.	Description
4(t)*	Amendment to Second Amended and Restated Stockholders’ Agreement, dated as of January 11, 1999, among Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Waller-Sutton Media Partners, L.P., William H. Ingram, WGP Corporate Development Associates V, L.L.C., WGP Corporate Development Associates (Overseas) V, L.P., River Cities Capital Fund Limited Partnership, BMO Financial, Inc., General Electric Capital Corporation, Joel M. Fairman, Miami Valley Venture Fund II Limited Partnership, and Blue Chip Capital Fund II Limited Partnership (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(t) to the Registrant’s Form  10-K for the year ended December 31, 1998 and incorporated herein by this reference)
4(u)*	Stock Purchase Agreement dated January 11, 1999 between Regent Communications, Inc. and Blue Chip Capital II Limited Partnership relating to the purchase of 315,887 shares of Regent Communications, Inc. Series G Convertible Preferred Stock (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit  4(u) to the Registrant’s Form 10-K for the year ended December 31, 1998 and incorporated herein by this reference)
4(v)*	Stock Purchase Agreement dated January 11, 1999 between Regent Communications, Inc. and Terry S. Jacobs relating to the purchase of 50,000 shares of Regent Communications, Inc. Series G Convertible Preferred Stock (See Note 3 below) (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(v) to the Registrant’s Form 10-K for the year ended December 31, 1998 and incorporated herein by this reference)
4(w)*	Fourth Amendment, Limited Consent and Limited Waiver to Credit Agreement, First Amendment to Subsidiary Guaranty and First Amendment to Pledge and Security Agreement, dated as of October 16, 1998 among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent. (previously filed as Exhibit 4(w) to the Registrant’s Form 10-K for the year ended December 31, 1998 and incorporated herein by this reference)
4(x)*	Fifth Amendment to Credit Agreement, dated as of November  23, 1998, among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent. (previously filed as Exhibit 4(x) to the Registrant’s Form 10-K for the year ended December 31, 1998 and incorporated herein by this reference)
4(y)*	Sixth Amendment and Limited Consent to Credit Agreement, dated as of February 24, 1999, among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent (previously filed as Exhibit 4(y) to the Registrant’s Form  10-K for the year ended December 31, 1998 and incorporated herein by this reference)
4(z)*	Second Amendment to Second Amended and Restated Stockholders’ Agreement, dated as of June 21, 1999, among Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Waller-Sutton Media Partners, L.P., Joel M. Fairman, Miami Valley Venture Fund II Limited Partnership, Blue Chip Capital Fund II Limited Partnership and PNC Bank, N.A., Trustee (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(z) to the Registrant’s Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by this reference)
4(aa)*	Stock Purchase Agreement dated June 21, 1999 between Regent Communications, Inc. and Waller-Sutton Media Partners, L.P. relating to the purchase of 90,909 shares of Regent Communications, Inc. Series H convertible preferred stock (See Note 4 below) (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(aa) to the Registrant’s Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by this reference)

Exhibit
No.	Description
4(bb)*	Stock Purchase Agreement dated June 21, 1999, among Regent Communications, Inc., WPG Corporate Development Associates V, L.L.C. and WPG Corporate Development Associates V (Overseas), L.P. relating to the purchase of 1,180,909 and 182,727 shares, respectively, of Regent Communications, Inc. Series H convertible preferred stock (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(bb) to the Registrant’s Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by this reference)
4(cc)*	Seventh Amendment to Credit Agreement, dated as of June 30, 1999, among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent (previously filed as Exhibit 4(cc) to the Registrant’s Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by this reference)
4(dd)*	Eighth Amendment, Limited Consent and Limited Waiver to Credit Agreement, dated as of November 11, 1999, among Regent Communications, Inc., the financial institutions listed therein, as lenders, General Electric Capital Corporation, as Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent (previously filed as Exhibit 4(dd) to the Registrant’s Form 10-Q for the quarter ended on September 30, 1999 and incorporated herein by this reference)
4(ee)*	Stock Purchase Agreement dated as of August 31, 1999 among Regent Communications, Inc., The Roman Arch Fund L.P. and The Roman Arch Fund II L.P. relating to the purchase of 109,091 and 72,727 shares, respectively, of Regent Communications, Inc. Series H convertible preferred stock (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(ee) to the Registrant’s Form 10-Q for the quarter ended on September  30, 1999 and incorporated herein by this reference)
4(ff)*	Third Amendment to Second Amended and Restated Stockholders’ Agreement, dated as of August 31, 1999, among Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Waller-Sutton Media Partners, L.P., Joel M. Fairman, Miami Valley Venture Fund L.P., Blue Chip Capital Fund II Limited Partnership, PNC Bank, N.A., as trustee, WPG Corporate Development Associates V, L.L.C., WPG Corporate Development Associates (Overseas) V, L.P., BMO Financial, Inc., General Electric Capital Corporation, River Cities Capital Fund Limited Partnership, William H. Ingram, The Roman Arch Fund L.P. and The Roman Arch Fund II L.P. (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(ff) to the Registrant’s Form 10-Q for the quarter ended on September 30, 1999 and incorporated herein by this reference)
4(gg)*	First Amendment to Registration Rights Agreement dated as of August 31, 1999 among Regent Communications, Inc., PNC Bank, N.A., as trustee, Waller-Sutton Media Partners, L.P., WPG Corporate Development Associates V, L.L.C., WPG Corporate Development Associates (Overseas) V, L.P., BMO Financial, Inc., General Electric Capital Corporation, River Cities Capital Fund Limited Partnership, Terry S. Jacobs, William L. Stakelin, William H. Ingram, Blue Chip Capital Fund II Limited Partnership, Miami Valley Venture Fund L.P. and Thomas P. Gammon (excluding exhibits not deemed material or filed separately in executed form) (previously filed as Exhibit 4(gg) to the Registrant’s Form 10-Q for the quarter ended on September 30, 1999 and incorporated herein by this reference)
†4(hh)	Second Amendment to Registration Rights Agreement dated as of December 13, 1999, among Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Blue Chip Capital Fund II Limited Partnership, Blue Chip Capital Fund III Limited Partnership, Miami Valley Venture Fund, L.P., PNC Bank, N.A., as trustee, PNC Bank, N.A., Custodian, Waller-Sutton Media Partners, L.P., River Cities Capital Fund Limited Partnership, Mesirow Capital Partners VII, WPG Corporate Development Associates V, L.L.C., WPG Corporate Development Associates V (Overseas) L.P., General Electric Capital Corporation, William H. Ingram, The Roman Arch Fund L.P., The Roman Arch Fund II L.P. and The Prudential Insurance Company of America

Exhibit
No.	Description
†4(ii)	Third Amended and Restated Stockholders’ Agreement dated as of December 13, 1999, among Regent Communications, Inc., Terry S. Jacobs, William L. Stakelin, Blue Chip Capital Fund II Limited Partnership, Blue Chip Capital Fund III Limited Partnership, Miami Valley Venture Fund, L.P., PNC Bank, N.A., as trustee, PNC Bank, N.A., Custodian, Waller-Sutton Media Partners, L.P., River Cities Capital Fund Limited Partnership, Mesirow Capital Partners VII, WPG Corporate Development Associates V, L.L.C., WPG Corporate Development Associates V (Overseas) L.P., General Electric Capital Corporation, William H. Ingram, Joel M. Fairman, The Roman Arch Fund L.P., The Roman Arch Fund II L.P. and the Prudential Insurance Company of America
†4(jj)	Stock Purchase Agreement dated as of November 24, 1999, between Regent Communications, Inc. and Blue Chip Capital Fund III Limited Partnership (see Note 5 below)
†5(a)	Opinion of Strauss & Troy regarding legality of securities being offered
10(a)*	Agreement of Merger dated as of December 17, 1997 among Regent Communications, Inc., Regent Broadcasting of Victorville, Inc. and Topaz Broadcasting, Inc. (previously filed as Exhibit 10(a) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(b)*	Asset Purchase Agreement dated December 17, 1997 between Regent Broadcasting of Victorville, Inc. and Ruby Broadcasting, Inc. (previously filed as Exhibit 10(b) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(c)*	Asset Purchase Agreement dated December 9, 1997 between Regent Broadcasting of Kingman, Inc. and Continental Radio Broadcasting, L.L.C. (previously filed as Exhibit 10(c) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(d)*	Agreement of Merger among Alta California Broadcasting, Inc., Regent Acquisition Corp. and Regent Communications, Inc. dated October 10, 1997 (previously filed as Exhibit  10(d) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(e)*	Asset Purchase Agreement dated September 10, 1997 between Regent Broadcasting of Dayton, Inc. and Great Trails Broadcasting Corporation (previously filed as Exhibit 10(e) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(f)*	Regent Communications, Inc. Faircom Conversion Stock Option Plan (previously filed as Exhibit 10(f) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(g)*	Regent Communications, Inc. 1998 Management Stock Option Plan (previously filed as Exhibit 10(g) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(h)*	Employment Agreement between Regent Communications, Inc. and Terry S. Jacobs (previously filed as Exhibit 10(h) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(i)*	Employment Agreement between Regent Communications, Inc. and William L. Stakelin (previously filed as Exhibit 10(i) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(j)*	Employment Agreement between Regent Communications, Inc. and Joel M. Fairman (previously filed as Exhibit 10(j) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(k)*	Stock Purchase Agreement dated as of June 16, 1997 among Regent Communications, Inc. and the shareholders of The Park Lane Group, as amended (previously filed as Exhibit 10(k) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(l)*	$1,500,000 Promissory Note made by Regent Communications, Inc. in favor of Citicasters Co. dated December 3, 1997 (previously filed as Exhibit 10(l) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)

Exhibit
No.	Description
10(m)*	Security Agreement between Regent Communications, Inc. and Citicasters Co. dated December 3, 1997 (previously filed as Exhibit 10(m) to the Registrant’s S-4 filed on February  17, 1998 and incorporated herein by this reference)
10(n)*	$1,500,000 Limited Recourse Promissory Note made by Southwind Broadcasting, Inc. in favor of Regent Communications, Inc. dated December 3, 1997 (previously filed as Exhibit 10(n) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(o)*	Assignment dated as of December 3, 1997 among Wicks Broadcast Group Limited Partnership, WBG License Co., L.L.C. and Regent Communications, Inc. (previously filed as Exhibit 10(o) to the Registrant’s S-4 filed on February  17, 1998 and incorporated herein by this reference)
10(p)*	Time Brokerage Agreement dated as of October 10, 1997 among Redwood Broadcasting, Inc., Alta California Broadcasting, Inc., Power Surge, Inc., Northern California Broadcasting, Inc. and Regent Communications, Inc. (previously filed as Exhibit 10(p) to the Registrant’s S-4 filed on February  17, 1998 and incorporated herein by this reference)
10(q)*	Time Brokerage Agreement dated as of June 16, 1997 between Regent Communications, Inc. and The Park Lane Group, as amended (assigned by the Registrant to its subsidiaries by a certain Assignment and Assumption of Time Brokerage Agreement dated as of August 18, 1997) (previously filed as Exhibit 10(q) to the Registrant’s S-4 filed on February  17, 1998 and incorporated herein by this reference)
10(r)*	Time Brokerage Agreement dated as of December 17, 1997 between Topaz Broadcasting, Inc. and Regent Communications, Inc. (previously filed as Exhibit 10(r) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(s)*	Time Brokerage Agreement dated as of December 17, 1997 between Ruby Broadcasting, Inc. and Regent Communications, Inc. (previously filed as Exhibit 10(s) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(t)*	Time Brokerage Agreement dated effective as of December 3, 1997 between Southwind Broadcasting, Inc. and Regent Communications, Inc. (previously filed as Exhibit 10(t) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(u)*	Deposit Escrow Agreement dated as of December 17, 1997 among Regent Broadcasting of Victorville, Inc., Ruby Broadcasting, Inc., Topaz Broadcasting, Inc., Regent Communications, Inc., Thomas P. Gammon and Security Title & Guaranty, Inc., as escrow agent (previously filed as Exhibit 10(u) to the Registrant’s S-4 filed on February  17, 1998 and incorporated herein by this reference)
10(v)*	Deposit Escrow Agreement dated as of December 9, 1997 among Regent Broadcasting of Kingman, Inc., Continental Radio Broadcasting, L.L.C. and Star Media, as escrow agent (previously filed as Exhibit 10(v) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(w)*	Deposit Escrow Agreement dated as of October 10, 1997 among Regent Communications, Inc., Redwood Broadcasting, Inc. and Security Title & Guaranty Agency, Inc., as escrow agent (previously filed as Exhibit 10(w) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(x)*	Deposit Escrow Agreement dated as of June 16, 1997 among Regent Communications, Inc., Star Media and the stockholders of The Park Lane Group (previously filed as Exhibit 10(x) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(y)*	Deposit Escrow Agreement dated as of September 10, 1997 among Regent Broadcasting of Dayton, Inc., Great Trails Broadcasting Corporation and Bank One Trust Company, NA (previously filed as Exhibit 10(y) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(z)*	Lease Agreement dated January 17, 1994 between CPX — Rivercenter Development Corporation and Regent Communications, Inc. (previously filed as Exhibit 10(z) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)

Exhibit
No.	Description
10(aa)*	Lease dated September 13, 1983 between KCBQ, Inc. as Lessor and The Audio House, Inc. as Lessee, as subsequently assigned and amended (previously filed as Exhibit 10(aa) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(bb)*	Amended and Restated Promissory Note issued by Regent Licensee of San Diego, Inc. and Regent Broadcasting of San Diego, Inc. to Citicasters Co. in the principal amount of $6,000,000 (previously filed as Exhibit 10(bb) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(cc)*	Non-Recourse Guaranty Agreement dated as of June 6, 1997 between Regent Communications, Inc. and Citicasters Co. (previously filed as Exhibit 10(cc) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(dd)*	Amended and Restated Security Agreement dated as of September 10, 1997 among Regent Broadcasting of San Diego, Inc., Regent Licensee of San Diego, Inc. and Citicasters Co. (previously filed as Exhibit 10(dd) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(ee)*	Stock Pledge Agreement dated as of June 6, 1997 between Regent Communications, Inc. and Citicasters Co. (previously filed as Exhibit 10(ee) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(ff)*	Subsidiary Guaranty dated as of November 14, 1997 by each of the subsidiaries of Regent Communications, Inc. in favor of Bank of Montreal, Chicago Branch (previously filed as Exhibit 10(ff) to the Registrant’s S-4 filed on February  17, 1998 and incorporated herein by this reference)
10(gg)*	Pledge and Security Agreement dated as of November 14, 1997 among Regent Communications, Inc. and each of its subsidiaries and Bank of Montreal, Chicago Branch (previously filed as Exhibit 10(gg) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
10(hh)*	Collateral Account Agreement dated as of November 14, 1997 between Regent Communications, Inc. and Bank of Montreal, Chicago Branch (previously filed as Exhibit 10(hh) to the Registrant’s S-4 filed on February 17, 1998 and incorporated herein by this reference)
†21	Subsidiaries of Registrant
†23.0	Consent of PricewaterhouseCoopers LLP
†23.1	Consent of PricewaterhouseCoopers LLP
†23.2	Consent of BDO Seidman LLP
†23.3	Consent of Stockman Kast Ryan & Company, LLP
23.4	Consent of Strauss & Troy (included in opinion of counsel filed as Exhibit 5)
27**	Financial Data Schedule

  *  Incorporated by reference.

**	Previously Filed.
†	Filed herewith.

EX-1

   1
                           REGENT COMMUNICATIONS, INC.
                              13,350,000 Shares(1)
                                  Common Stock
                             UNDERWRITING AGREEMENT

                                                              ________ ___, 1999

         PRUDENTIAL SECURITIES INCORPORATED
         PRUDENTIALSECURITIES.COM
         As Representatives of the several Underwriters
         c/o Prudential Securities Incorporated
         One New York Plaza
         New York, New York 10292

         Dear Sirs:

                  Regent Communications, Inc., a Delaware corporation (the
"Company"), hereby confirms its agreement with the several underwriters named in
Schedule 1 hereto (the "Underwriters"), for whom you have been duly authorized
to act as representatives (in such capacities, the "Representatives"), as set
forth below. If you are the only Underwriters, all references herein to the
Representatives shall be deemed to be to the Underwriters.

                  1. Securities. Subject to the terms and conditions herein
contained, the Company proposes to issue and sell to the several Underwriters an
aggregate of 13,350,000 shares (the "Firm Securities") of the Company's Common
Stock, par value $.01 per share ("Common Stock"). The Company also proposes to
issue and sell to the several Underwriters not more than 2,002,500 additional
shares of Common Stock if requested by the Representatives as provided in
Section 3 of this Agreement. Any and all shares of Common Stock to be purchased
by the Underwriters pursuant to such option are referred to herein as the
"Option Securities", and the Firm Securities and any Option Securities are
collectively referred to herein as the "Securities".

                  2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, each of the several Underwriters
that:

                  (a) A registration statement on Form S-1 (File No.
333-_________) with respect to the Securities, including a prospectus subject to
completion, has been filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), and one or more amendments to such registration statement may have been
so filed. After the execution of this Agreement, the Company will file with the
Commission either (i) if such registration statement, as it may have been
amended, has been declared by the Commission to be effective under the Act,
either (A) if the Company relies on Rule 434 under the Act, a Term Sheet (as
hereinafter defined) relating to the Securities, that shall identify the
Preliminary Prospectus (as hereinafter defined) that it supplements containing
such information as is required or permitted by Rules 434, 430A and 424(b) under
the Act or (B) if the Company does not rely on Rule 434 under the Act, a
prospectus in the form most recently included in an amendment to such
registration statement (or, if no such amendment shall have


- ---------------------------
(1)  Plus an option to purchase from Regent Communications, Inc. up to 2,002,500
additional shares to cover over-allotments.
   2
been filed, in such registration statement), with such changes or insertions as
are required by Rule 430A under the Act or permitted by Rule 424(b) under the
Act, and in the case of either clause (i)(A) or (i)(B) of this sentence as have
been provided to and approved by the Representatives prior to the execution of
this Agreement, or (ii) if such registration statement, as it may have been
amended, has not been declared by the Commission to be effective under the Act,
an amendment to such registration statement, including a form of prospectus, a
copy of which amendment has been furnished to and approved by the
Representatives prior to the execution of this Agreement. The Company may also
file a related registration statement with the Commission pursuant to Rule
462(b) under the Act for the purpose of registering certain additional
Securities, which registration shall be effective upon filing with the
Commission. As used in this Agreement, the term "Original Registration
Statement" means the registration statement initially filed relating to the
Securities, as amended at the time when it was or is declared effective,
including all financial schedules and exhibits thereto and including any
information omitted therefrom pursuant to Rule 430A under the Act and included
in the Prospectus (as hereinafter defined); the term "Rule 462(b) Registration
Statement" means any registration statement filed with the Commission pursuant
to Rule 462(b) under the Act (including the Registration Statement and any
Preliminary Prospectus or Prospectus incorporated therein at the time such
Registration Statement becomes effective); the term "Registration Statement"
includes both the Original Registration Statement and any Rule 462(b)
Registration Statement; the term "Preliminary Prospectus" means each prospectus
subject to completion filed with such registration statement or any amendment
thereto (including the prospectus subject to completion, if any, included in the
Registration Statement or any amendment thereto at the time it was or is
declared effective); the term "Prospectus" means:

         (A) if the Company relies on Rule 434 under the Act, the Term Sheet
         relating to the Securities that is first filed pursuant to Rule
         424(b)(7) under the Act, together with the Preliminary Prospectus
         identified therein that such Term Sheet supplements;

         (B) if the Company does not rely on Rule 434 under the Act, the
         prospectus first filed with the Commission pursuant to Rule 424(b)
         under the Act; or

         (C) if the Company does not rely on Rule 434 under the Act and if no
         prospectus is required to be filed pursuant to Rule 424(b) under the
         Act, the prospectus included in the Registration Statement;

         and the term "Term Sheet" means any term sheet that satisfies the
requirements of Rule 434 under the Act. Any reference herein to the "date" of a
Prospectus that includes a Term Sheet shall mean the date of such Term Sheet.

                  (b) The Commission has not issued any order preventing or
suspending use of any Preliminary Prospectus. When any Preliminary Prospectus
was filed with the Commission it (i) contained all statements required to be
stated therein in accordance with, and complied in all material respects with
the requirements of, the Act and the rules and regulations of the Commission
thereunder and (ii) did not include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. When the Registration Statement or any amendment thereto was or is
declared effective, it (i) contained or will contain all statements required to
be stated therein in accordance with, and complied or will comply in all
material respects with the requirements of, the Act and the rules and
regulations of the Commission thereunder and (ii) did not or will not include
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading. When the Prospectus or
any Term Sheet that is a part thereof or any amendment or supplement to the
Prospectus is filed with the Commission pursuant to Rule 424(b) (or, if the
Prospectus or part thereof or such amendment or supplement is not required to be
so filed, when the Registration Statement or the amendment thereto containing
such amendment or supplement to the Prospectus was or is declared effective) and
on the Firm Closing Date and any Option Closing Date (both as hereinafter
defined), the Prospectus, as amended or supplemented at any such time, (i)
contained or will contain all statements required to be stated therein in
accordance with, and complied or will comply in all material respects with the
requirements of, the Act and the rules and regulations of the Commission
thereunder and (ii) did not or will not include any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. The foregoing provisions of this paragraph (b) do not
apply to statements or omissions made in any Preliminary Prospectus, the
Registration Statement or any amendment thereto or the Prospectus or any
amendment or supplement thereto in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives specifically for


2
   3
use therein.

                  (c) If the Company has elected to rely on Rule 462(b) and the
Rule 462(b) Registration Statement has not been declared effective (i) the
Company has filed a Rule 462(b) Registration Statement in compliance with and
that is effective upon filing pursuant to Rule 462(b) and has received
confirmation of its receipt and (ii) the Company has given irrevocable
instructions for transmission of the applicable filing fee in connection with
the filing of the Rule 462(b) Registration Statement, in compliance with Rule
111 promulgated under the Act or the Commission has received payment of such
filing fee.

                  (d) The Company and each of its subsidiaries have been duly
organized and are validly existing as corporations in good standing under the
laws of their respective jurisdictions of incorporation and are duly qualified
to transact business as foreign corporations and are in good standing under the
laws of all other jurisdictions where the ownership or leasing of their
respective properties or the conduct of their respective businesses requires
such qualification, except where the failure to be so qualified does not amount
to a material liability or disability to the Company and its subsidiaries, taken
as a whole.

                  (e) The Company and each of its subsidiaries have full power
(corporate and other) to own or lease their respective properties and conduct
their respective businesses as described in the Registration Statement and the
Prospectus or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus; and the Company has full power (corporate and other) to
enter into this Agreement and to carry out all the terms and provisions hereof
to be carried out by it.

                  (f) The issued shares of capital stock of each of the
Company's subsidiaries have been duly authorized and validly issued, are fully
paid and nonassessable and[, except for directors' qualifying shares and as
otherwise set forth in the Prospectus or, if the Prospectus is not in existence,
the most recent Preliminary Prospectus,] are owned beneficially by the Company
free and clear of any security interests, liens, encumbrances, equities or
claims.

                  (g) The Company has an authorized, issued and outstanding
capitalization as set forth in the Prospectus or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus. All of the issued shares of
capital stock of the Company have been duly authorized and validly issued and
are fully paid and nonassessable. The Firm Securities and the Option Securities
have been duly authorized and at the Firm Closing Date or the related Option
Closing Date (as the case may be), after payment therefor in accordance
herewith, will be validly issued, fully paid and nonassessable. No holders of
outstanding shares of capital stock of the Company are entitled as such to any
preemptive or other rights to subscribe for any of the Securities, and no holder
of securities of the Company has any right which has not been fully exercised or
waived to require the Company to register the offer or sale of any securities
owned by such holder under the Act in the public offering contemplated by this
agreement.

                  (h) The capital stock of the Company conforms to the
description thereof contained in the Prospectus or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus.

                  (i) Except as disclosed in the Prospectus (or, if the
Prospectus is not in existence, the most recent Preliminary Prospectus), there
are no outstanding (A) securities or obligations of the Company or any of its
subsidiaries convertible into or exchangeable for any capital stock of the
Company or any such subsidiary, (B) warrants, rights or options to subscribe for
or purchase from the Company or any such subsidiary any such capital stock or
any such convertible or exchangeable securities or obligations, or (C)
obligations of the Company or any such subsidiary to issue any shares of capital
stock, any such convertible or exchangeable securities or obligations, or any
such warrants, rights or options.

                  (j) The consolidated financial statements and schedules of the
Company and its consolidated subsidiaries included in the Registration Statement
and the Prospectus (or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus) fairly present the financial position of the Company and
its consolidated subsidiaries and the results of operations and changes in
financial condition as of the dates and periods therein specified. Such
financial statements and schedules have been prepared in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise noted therein). The


3
   4
selected financial data set forth under the caption "Selected Historical
Financial Information" in the Prospectus (or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus) fairly present, on the basis
stated in the Prospectus (or such Preliminary Prospectus), the information
included therein.

                  (k) PricewaterhouseCoopers LLP and BD Seidman, LLP, who have
certified certain financial statements of the Company and its consolidated
subsidiaries and delivered their report with respect to the audited consolidated
financial statements and schedules included in the Registration Statement and
the Prospectus (or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus), are independent public accountants as required by the
Act and the applicable rules and regulations thereunder.

                  (l) Stockman Kast Ryan & Company, LLP, who have certified
certain financial statements of Alta California Broadcasting, Inc. and its
consolidated subsidiary and delivered their report with respect to the audited
consolidated financial statements and schedules included in the Registration
Statement and the Prospectus (or, if the Prospectus is not in existence, the
most recent Preliminary Prospectus), are independent public accountants as
required by the Act and the applicable rules and regulations thereunder.

                  (m) The execution and delivery of this Agreement have been
duly authorized by the Company and this Agreement has been duly executed and
delivered by the Company, and is the valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms.

                  (n) No legal or governmental proceedings are pending to which
the Company or any of its subsidiaries is a party or to which the property of
the Company or any of its subsidiaries is subject that are required to be
described in the Registration Statement or the Prospectus and are not described
therein (or, if the Prospectus is not in existence, the most recent Preliminary
Prospectus), and no such proceedings have been threatened against the Company or
any of its subsidiaries or with respect to any of their respective properties;
and no contract or other document is required to be described in the
Registration Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement that is not described therein (or, if the Prospectus is
not in existence, the most recent Preliminary Prospectus) or filed as required.

                  (o) The issuance, offering and sale of the Securities to the
Underwriters by the Company pursuant to this Agreement, the compliance by the
Company with the other provisions of this Agreement and the consummation of the
other transactions herein contemplated do not (i) require the consent, approval,
authorization, registration or qualification of or with any governmental
authority, except such as have been obtained, such as may be required under
state securities or blue sky laws and, if the registration statement filed with
respect to the Securities (as amended) is not effective under the Act as of the
time of execution hereof, such as may be required (and shall be obtained as
provided in this Agreement) under the Act, or (ii) conflict with or result in a
breach or violation of any of the terms and provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, lease or other agreement
or instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries or any of their respective
properties are bound, or the charter documents or by-laws of the Company or any
of its subsidiaries, or any statute or any judgment, decree, order, rule or
regulation of any court or other governmental authority or any arbitrator
applicable to the Company or any of its subsidiaries.

                  (p) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus or, if the Prospectus
is not in existence, the most recent Preliminary Prospectus, neither the Company
nor any of its subsidiaries has sustained any material loss or interference with
their respective businesses or properties from fire, flood, hurricane, accident
or other calamity, whether or not covered by insurance, or from any labor
dispute or any legal or governmental proceeding and there has not been any
material adverse change, or any development involving a prospective material
adverse change, in the condition (financial or otherwise), management, business
prospects, net worth, or results of the operations of the Company or any of its
subsidiaries, except in each case as described in or contemplated by the
Prospectus or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus.

                  (q) The Company has not, directly or indirectly, (i) taken any
action designed to cause or to result in, or that has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the
Securities or (ii) since the filing of the


4
   5
Registration Statement (A) sold, bid for, purchased, or paid anyone any
compensation for soliciting purchases of, the Securities or (B) paid or agreed
to pay to any person any compensation for soliciting another to purchase any
other securities of the Company.

         (r) The Company has not distributed and, prior to the later of (i) the
Closing Date and (ii) the completion of the distribution of the Securities, will
not distribute any offering material in connection with the offering and sale of
the Securities other than the Registration Statement or any amendment thereto,
any Preliminary Prospectus or the Prospectus or any amendment or supplement
thereto, or other materials, if any permitted by the Act.

         (s) Subsequent to the respective dates as of which information is given
in the Registration Statement and the Prospectus (or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus), (1) the Company and its
subsidiaries have not incurred any material liability or obligation, direct or
contingent, nor entered into any material transaction not in the ordinary course
of business; (2) the Company has not purchased any of its outstanding capital
stock, nor declared, paid or otherwise made any dividend or distribution of any
kind on its capital stock; and (3) there has not been any material change in the
capital stock, short-term debt or long-term debt of the Company and its
consolidated subsidiaries, except in each case as described in or contemplated
by the Prospectus (or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus).

         (t) The Company and each of its subsidiaries have good and marketable
title in fee simple to all items of real property and marketable title to all
personal property owned by each of them, in each case free and clear of any
security interests, liens, encumbrances, equities, claims and other defects,
except such as do not materially and adversely affect the value of such property
and do not interfere with the use made or proposed to be made of such property
by the Company or such subsidiary, and any real property and buildings held
under lease by the Company or any such subsidiary are held under valid,
subsisting and enforceable leases, with such exceptions as are not material and
do not interfere with the use made or proposed to be made of such property and
buildings by the Company or such subsidiary, in each case except as described in
or contemplated by the Prospectus (or, if the Prospectus is not in existence,
the most recent Preliminary Prospectus).

         (u) No labor dispute with the employees of the Company or any of its
subsidiaries exists or is threatened or imminent that could result in a material
adverse change in the condition (financial or otherwise), business prospects,
net worth or results of operations of the Company and its subsidiaries, except
as described in or contemplated by the Prospectus (or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus).

         (v) The Company and its subsidiaries own or possess, or can acquire on
reasonable terms, all material patents, patent applications, trademarks, service
marks, trade names, licenses, copyrights and proprietary or other confidential
information currently employed by them in connection with their respective
businesses, and neither the Company nor any such subsidiary has received any
notice of infringement of or conflict with asserted rights of any third party
with respect to any of the foregoing which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would result in a
material adverse change in the condition (financial or otherwise), business
prospects, net worth or results of operations of the Company and its
subsidiaries, except as described in or contemplated by the Prospectus (or, if
the Prospectus is not in existence, the most recent Preliminary Prospectus).

         (w) The Company and each of its subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which they are
engaged; neither the Company nor any such subsidiary has been refused any
insurance coverage sought or applied for; and neither the Company nor any such
subsidiary has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not materially and adversely affect the condition
(financial or otherwise), business prospects, net worth or results of operations
of the Company and its subsidiaries, except as described in or contemplated by
the Prospectus (or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus).

         (x) No subsidiary of the Company is currently prohibited, directly or
indirectly, from paying any dividends to the Company, from making any other
distribution on such subsidiary's capital stock, from repaying to the Company
any loans or advances to such subsidiary from the Company or from transferring
any of such subsidiary's


5
   6
property or assets to the Company or any other subsidiary of the Company, except
as described in or contemplated by the Prospectus (or, if the Prospectus is not
in existence, the most recent Preliminary Prospectus).

         (y) The Company and its subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct their respective businesses, and
neither the Company nor any such subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate,
authorization or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a material adverse
change in the condition (financial or otherwise), business prospects, net worth
or results of operations of the Company and its subsidiaries, except as
described in or contemplated by the Prospectus (or, if the Prospectus is not in
existence, the most recent Preliminary Prospectus).

         (z) The Company will conduct its operations in a manner that will not
subject it to registration as an investment company under the Investment Company
Act of 1940, as amended, and this transaction will not cause the Company to
become an investment company subject to registration under such Act.

         (aa) The Company has filed all foreign, federal, state and local tax
returns that are required to be filed or has requested extensions thereof
(except in any case in which the failure so to file would not have a material
adverse effect on the Company and its subsidiaries) and has paid all taxes
required to be paid by it and any other assessment, fine or penalty levied
against it, to the extent that any of the foregoing is due and payable, except
for any such assessment, fine or penalty that is currently being contested in
good faith or as described in or contemplated by the Prospectus (or, if the
Prospectus is not in existence, the most recent Preliminary Prospectus).

         (bb) Neither the Company nor any of its subsidiaries is in violation of
any federal or state law or regulation relating to occupational safety and
health or to the storage, handling or transportation of hazardous or toxic
materials and the Company and its subsidiaries have received all permits,
licenses or other approvals required of them under applicable federal and state
occupational safety and health and environmental laws and regulations to conduct
their respective businesses, and the Company and each such subsidiary is in
compliance with all terms and conditions of any such permit, license or
approval, except any such violation of law or regulation, failure to receive
required permits, licenses or other approvals or failure to comply with the
terms and conditions of such permits, licenses or approvals which would not,
singly or in the aggregate, result in a material adverse change in the condition
(financial or otherwise), business prospects, net worth or results of operations
of the Company and its subsidiaries, except as described in or contemplated by
the Prospectus (or, if the Prospectus is not in existence, the most recent
Preliminary Prospectus).

         (cc) Each certificate signed by any officer of the Company and
delivered to the Representatives or counsel for the Underwriters shall be deemed
to be a representation and warranty by the Company to each Underwriter as to the
matters covered thereby.

         (dd) Except for the shares of capital stock of each of the subsidiaries
owned by the Company and such subsidiaries, neither the Company nor any such
subsidiary owns any shares of stock or any other equity securities of any
corporation or has any equity interest in any firm, partnership, association or
other entity, except as described in or contemplated by the Prospectus (or, if
the Prospectus is not in existence, the most recent Preliminary Prospectus).

         (ee) There are no holders of securities of the Company, who, by reason
of the filing of the Registration Statement, have the right (and have not waived
such right) to request the Company to register under the Act, or to include in
the Registration Statement, securities held by them.

         (ff) The Company and each of its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance that (1)
transactions are executed in accordance with management's general or specific
authorizations; (2) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting
principles and to maintain asset accountability; (3) access to assets is
permitted only in accordance with management's general or specific
authorization; and (4) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.


6
   7
         (gg) No default exists, and no event has occurred which, with notice or
lapse of time or both, would constitute a default in the due performance and
observance of any term, covenant or condition of any indenture, mortgage, deed
of trust, lease or other agreement or instrument to which the Company or any of
its subsidiaries is a party or by which the Company or any of its subsidiaries
or any of their respective properties is bound or may be affected in any
material adverse respect with regard to property, business or operations of the
Company and its subsidiaries.

                  3. Purchase, Sale and Delivery of the Securities. (a) On the
basis of the representations, warranties, agreements and covenants herein
contained and subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters, severally and not jointly, agrees to purchase from the Company, at
a purchase price of $________ per share, the number of Firm Securities set forth
opposite the name of such Underwriter in Schedule 1 hereto. One or more
certificates in definitive form for the Firm Securities that the several
Underwriters have agreed to purchase hereunder, and in such denomination or
denominations and registered in such name or names as the Representatives
request upon notice to the Company at least 48 hours prior to the Firm Closing
Date, shall be delivered by or on behalf of the Company to the Representatives
for the respective accounts of the Underwriters, against payment by or on behalf
of the Underwriters of the purchase price therefor by wire transfer in same-day
funds (the "Wired Funds") to the account of the Company. Such delivery of and
payment for the Firm Securities shall be made at the offices of Shearman &
Sterling, 599 Lexington Avenue, New York, New York 10022 at 9:30 A.M., New York
time, on __________, 2000, or at such other place, time or date as the
Representatives and the Company may agree upon or as the Representatives may
determine pursuant to Section 9 hereof, such time and date of delivery against
payment being herein referred to as the "Firm Closing Date". The Company will
make such certificate or certificates for the Firm Securities available for
checking and packaging by the Representatives at the offices in New York, New
York of the Company's transfer agent or registrar or of Prudential Securities
Incorporated at least 24 hours prior to the Firm Closing Date.

                  (b) For the purpose of covering any over-allotments in
connection with the distribution and sale of the Firm Securities as contemplated
by the Prospectus, the Company hereby grants to the several Underwriters an
option to purchase, severally and not jointly, the Option Securities. The
purchase price to be paid for any Option Securities shall be the same price per
share as the price per share for the Firm Securities set forth above in
paragraph (a) of this Section 3[, plus if the purchase and sale of any Option
Securities takes place after the Firm Closing Date and after the Firm Securities
are trading "ex-dividend", an amount equal to the dividends payable on such
Option Securities]. The option granted hereby may be exercised as to all or any
part of the Option Securities from time to time within (thirty) days after the
date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a
holiday, on the next business day thereafter when the New York Stock Exchange is
open for trading). The Underwriters shall not be under any obligation to
purchase any of the Option Securities prior to the exercise of such option. The
Representatives may from time to time exercise the option granted hereby by
giving notice in writing or by telephone (confirmed in writing) to the Company
setting forth the aggregate number of Option Securities as to which the several
Underwriters are then exercising the option and the date and time for delivery
of and payment for such Option Securities. Any such date of delivery shall be
determined by the Representatives but shall not be earlier than two business
days or later than five business days after such exercise of the option and, in
any event, shall not be earlier than the Firm Closing Date. The time and date
set forth in such notice, or such other time on such other date as the
Representatives and Company may agree upon or as the Representatives may
determine pursuant to Section 9 hereof, is herein called the "Option Closing
Date" with respect to such Option Securities. Upon exercise of the option as
provided herein, the Company shall become obligated to sell to each of the
several Underwriters, and, subject to the terms and conditions herein set forth,
each of the Underwriters (severally and not jointly) shall become obligated to
purchase from the Company, the same percentage of the total number of the Option
Securities as to which the several Underwriters are then exercising the option
as such Underwriter is obligated to purchase of the aggregate number of Firm
Securities, as adjusted by the Representatives in such manner as they deem
advisable to avoid fractional shares. If the option is exercised as to all or
any portion of the Option Securities, one or more certificates in definitive
form for such Option Securities, and payment therefor, shall be delivered on the
related Option Closing Date in the manner, and upon the terms and conditions,
set forth in paragraph (a) of this Section 3, except that reference therein to
the Firm Securities and the Firm Closing Date shall be deemed, for purposes of
this paragraph (b), to refer to such Option Securities and Option Closing Date,
respectively.


7
   8
                  (c) The Company hereby acknowledges that the wire transfer by
or on behalf of the Underwriters of the purchase price for any Shares does not
constitute closing of a purchase and sale of the Shares. Only execution and
delivery of a receipt for Shares by the Underwriters indicates completion of the
closing of a purchase of the Shares from the Company. Furthermore, in the event
that the Underwriters wire funds to the Company prior to the completion of the
closing of a purchase of Shares, the Company hereby acknowledges that until the
Underwriters execute and deliver a receipt for the Shares, by facsimile or
otherwise, the Company will not be entitled to the Wired Funds and shall return
the Wired Funds to the Underwriters as soon as practicable (by wire transfer of
same-day funds) upon demand. In the event that the closing of a purchase of
Shares is not completed and the Wired Funds are not returned by the Company to
the Underwriters on the same day the Wired Funds were received by the Company,
the Company agrees to pay to the Underwriters in respect of each day the Wired
Funds are not returned by it, in same-day funds, interest on the amount of such
Wired Funds in an amount representing the Underwriters' cost of financing as
reasonably determined by Prudential Securities Incorporated.

                  (d) It is understood that either of you, individually and not
as one of the Representatives, may (but shall not be obligated to) make payment
on behalf of any Underwriter or Underwriters for any of the Securities to be
purchased by such Underwriter or Underwriters. No such payment shall relieve
such Underwriter or Underwriters from any of its or their obligations hereunder.

4.                Offering by the Underwriters. Upon your authorization of the
                  release of the Firm Securities, the several Underwriters
                  propose to offer the Firm Securities for sale to the public
                  upon the terms set forth in the Prospectus.

5.                Covenants of the Company. The Company covenants and agrees
                  with each of the Underwriters that:

                  (a) The Company will use its best efforts to cause the
Registration Statement, if not effective at the time of execution of this
Agreement, and any amendments thereto to become effective as promptly as
possible. If required, the Company will file the Prospectus or any Term Sheet
that constitutes a part thereof and any amendment or supplement thereto with the
Commission in the manner and within the time period required by Rules 434 and
424(b) under the Act. During any time when a prospectus relating to the
Securities is required to be delivered under the Act, the Company (i) will
comply with all requirements imposed upon it by the Act and the rules and
regulations of the Commission thereunder to the extent necessary to permit the
continuance of sales of or dealings in the Securities in accordance with the
provisions hereof and of the Prospectus, as then amended or supplemented, and
(ii) will not file with the Commission the prospectus, Term Sheet or the
amendment referred to in the second sentence of Section 2(a) hereof, any
amendment or supplement to such Prospectus, Term Sheet or any amendment to the
Registration Statement or any Rule 462(b) Registration Statement of which the
Representatives previously have been advised and furnished with a copy for a
reasonable period of time prior to the proposed filing and as to which filing
the Representatives shall not have given their consent. The Company will prepare
and file with the Commission, in accordance with the rules and regulations of
the Commission, promptly upon request by the Representatives or counsel for the
Underwriters, any amendments to the Registration Statement or amendments or
supplements to the Prospectus that may be necessary or advisable in connection
with the distribution of the Securities by the several Underwriters, and will
use its best efforts to cause any such amendment to the Registration Statement
to be declared effective by the Commission as promptly as possible. The Company
will advise the Representatives, promptly after receiving notice thereof, of the
time when the Registration Statement or any amendment thereto has been filed or
declared effective or the Prospectus or any amendment or supplement thereto has
been filed and will provide evidence satisfactory to the Representatives of each
such filing or effectiveness.

                  (b) The Company will advise the Representatives, promptly
after receiving notice or obtaining knowledge thereof, of (i) the issuance by
the Commission of any stop order suspending the effectiveness of the Original
Registration Statement or any Rule 462(b) Registration Statement or any
amendment thereto or any order preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or any amendment or supplement thereto,
(ii) the suspension of the qualification of the Securities for offering or sale
in any jurisdiction, (iii) the institution, threatening or contemplation of any
proceeding for any such purpose or (iv) any request made by the Commission for
amending the Original Registration Statement or any Rule 462(b) Registration
Statement, for amending or supplementing the Prospectus or for additional
information. The Company will use its best efforts

8
   9
to prevent the issuance of any such stop order and, if any such stop order is
issued, to obtain the withdrawal thereof as promptly as possible.

                  (c) The Company will arrange for the qualification of the
Securities for offering and sale under the securities or blue sky laws of such
jurisdictions as the Representatives may designate and will continue such
qualifications in effect for as long as may be necessary to complete the
distribution of the Securities, provided, however, that in connection therewith
the Company shall not be required to qualify as a foreign corporation or to
execute a general consent to service of process in any jurisdiction.

                  (d) If, at any time prior to the later of (i) the final date
when a prospectus relating to the Securities is required to be delivered under
the Act or (ii) the Option Closing Date, any event occurs as a result of which
the Prospectus, as then amended or supplemented, would include any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, or if for any other reason it is necessary at
any time to amend or supplement the Prospectus to comply with the Act or the
rules or regulations of the Commission thereunder, the Company will promptly
notify the Representatives thereof and, subject to Section 5(a) hereof, will
prepare and file with the Commission, at the Company's expense, an amendment to
the Registration Statement or an amendment or supplement to the Prospectus that
corrects such statement or omission or effects such compliance.

                  (e) The Company will, without charge, provide (i) to the
Representatives and to counsel for the Underwriters a signed copy of the
registration statement originally filed with respect to the Securities and each
amendment thereto (in each case including exhibits thereto) or any Rule 462(b)
Registration Statement, certified by the Secretary or an Assistant Secretary of
the Company to be true and complete copies thereof as filed with the Commission
by electronic transmission, (ii) to each other Underwriter, a conformed copy of
such registration statement or any Rule 462(b) Registration Statement and each
amendment thereto (in each case without exhibits thereto) and (iii) so long as a
prospectus relating to the Securities is required to be delivered under the Act,
as many copies of each Preliminary Prospectus or the Prospectus or any amendment
or supplement thereto as the Representatives may reasonably request; without
limiting the application of clause (iii) of this sentence, the Company, not
later than (A) 6:00 P.M., New York City time, on the date of determination of
the public offering price, if such determination occurred at or prior to 10:00
A.M., New York City time, on such date or (B) 2:00 P.M., New York City time, on
the business day following the date of determination of the public offering
price, if such determination occurred after 10:00 A.M., New York City time, on
such date, will deliver to the Underwriters, without charge, as many copies of
the Prospectus and any amendment or supplement thereto as the Representatives
may reasonably request for purposes of confirming orders that are expected to
settle on the Firm Closing Date.

                  (f) The Company, as soon as practicable, will make generally
available to its securityholders and to the Representatives a consolidated
earnings statement of the Company and its subsidiaries that satisfies the
provisions of Section 11(a) of the Act and Rule 158 thereunder.

                  (g) The Company will apply the net proceeds from the sale of
the Securities as set forth under "Use of Proceeds" in the Prospectus.

                  (h) The Company will not, directly or indirectly, without the
prior written consent of Prudential Securities Incorporated, on behalf of the
Underwriters, offer, sell, offer to sell, contract to sell, pledge, grant any
option to purchase or otherwise sell or dispose (or announce any offer, sale,
offer of sale, contract of sale, pledge, grant of any option to purchase or
other sale or disposition) of any shares of Common Stock or any securities
convertible into, or exchangeable or exercisable for, shares of Common Stock for
a period of 180 days after the date hereof, except pursuant to this Agreement
and except for issuances pursuant to the exercise of employee stock options
outstanding on the date hereof or pursuant to the terms of convertible
securities of the Company outstanding on the date hereof.

                  (i) The Company will not, directly or indirectly, (i) take any
action designed to cause or to result in, or that has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the
Securities or (ii) (A) sell, bid for, purchase, or pay anyone any compensation
for soliciting purchases of, the Securities or (B) pay or agree to pay to any

9
   10
person any compensation for soliciting another to purchase any other securities
of the Company (except for the sale of Securities by the Selling Securityholders
under this Agreement).

                  (j) The Company will obtain the agreements described in
Section 7(f) hereof prior to the Firm Closing Date.

                  (k) If at any time during the 25-day period after the
Registration Statement becomes effective or the period prior to the Option
Closing Date, any rumor, publication or event relating to or affecting the
Company shall occur as a result of which in your opinion the market price of the
Common Stock has been or is likely to be materially affected (regardless of
whether such rumor, publication or event necessitates a supplement to or
amendment of the Prospectus), the Company will, after notice from you advising
the Company to the effect set forth above, forthwith prepare, consult with you
concerning the substance of, and disseminate a press release or other public
statement, reasonably satisfactory to you, responding to or commenting on such
rumor, publication or event.

                  (l) If the Company elects to rely on Rule 462(b), the Company
shall both file a Rule 462(b) Registration Statement with the Commission in
compliance with Rule 462(b) and pay the applicable fees in accordance with Rule
111 promulgated under the Act by the earlier of (i) 10:00 P.M. Eastern time on
the date of this Agreement and (ii) the time confirmations are sent or given, as
specified by Rule 462(b)(2).

                  (m) The Company will cause the Securities to be duly included
for quotation on The Nasdaq Stock Market's National Market (the "Nasdaq National
Market") prior to the Firm Closing Date. The Company will ensure that the
Securities remain included for quotation on the Nasdaq National Market following
the Firm Closing Date.

                  (n) The Company will execute Amendment No. __ to its Charter
and By-laws, prior to the date hereof.

                  (o) The Company will execute Amendment No. __ to its
Certificate of Designation governing its Series __ Convertible Preferred Stock
prior to the date hereof.

                  6. Expenses. The Company will pay all costs and expenses
incident to the performance of its obligations under this Agreement, whether or
not the transactions contemplated herein are consummated or this Agreement is
terminated pursuant to Section 11 hereof, including all costs and expenses
incident to (i) the printing or other production of documents with respect to
the transactions, including any costs of printing the registration statement
originally filed with respect to the Securities and any amendment thereto, any
Rule 462(b) Registration Statement, any Preliminary Prospectus and the
Prospectus and any amendment or supplement thereto, this Agreement and any blue
sky memoranda, (ii) all arrangements relating to the delivery to the
Underwriters of copies of the foregoing documents, (iii) the fees and
disbursements of the counsel, the accountants and any other experts or advisors
retained by the Company, (iv) preparation, issuance and delivery to the
Underwriters of any certificates evidencing the Securities, including transfer
agent's and registrar's fees, (v) the qualification of the Securities under
state securities and blue sky laws, including filing fees and fees and
disbursements of counsel for the Underwriters relating thereto, (vi) the filing
fees of the Commission and the National Association of Securities Dealers, Inc.
relating to the Securities, (vii) any quotation of the Securities on the Nasdaq
National Market, (viii) any meetings with prospective investors in the
Securities (other than as shall have been specifically approved by the
Representatives to be paid for by the Underwriters) and (ix) advertising
relating to the offering of the Securities (other than as shall have been
specifically approved by the Representatives to be paid for by the
Underwriters). If the sale of the Securities provided for herein is not
consummated because any condition to the obligations of the Underwriters set
forth in Section 7 hereof is not satisfied, because this Agreement is terminated
pursuant to Section 11 hereof or because of any failure, refusal or inability on
the part of the Company to perform all obligations and satisfy all conditions on
its part to be performed or satisfied hereunder other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally upon demand for all out-of-pocket expenses (including counsel fees and
disbursements) that shall have been incurred by them in connection with the
proposed purchase and sale of the Securities. The Company shall not in any event
be liable to any of the Underwriters for the loss of anticipated profits from
the transactions covered by this Agreement.

10
   11
                  7. Conditions of the Underwriters' Obligations. The
obligations of the several Underwriters to purchase and pay for the Firm
Securities shall be subject, in the Representatives' sole discretion, to the
accuracy of the representations and warranties of the Company contained herein
as of the date hereof and as of the Firm Closing Date, as if made on and as of
the Firm Closing Date, to the accuracy of the statements of the Company's
officers made pursuant to the provisions hereof, to the performance by the
Company of its covenants and agreements hereunder and to the following
additional conditions:

                  (a) If the Original Registration Statement or any amendment
thereto filed prior to the Firm Closing Date has not been declared effective as
of the time of execution hereof, the Original Registration Statement or such
amendment and, if the Company has elected to rely upon Rule 462(b), the Rule
462(b) Registration Statement shall have been declared effective not later than
the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment
to the registration statement originally filed with respect to the Securities or
to the Registration Statement, as the case may be, containing information
regarding the initial public offering price of the Securities has been filed
with the Commission and (ii) the time confirmations are sent or given as
specified by Rule 462(b)(2), or with respect to the Original Registration
Statement, or such later time and date as shall have been consented to by the
Representatives; if required, the Prospectus or any Term Sheet that constitutes
a part thereof and any amendment or supplement thereto shall have been filed
with the Commission in the manner and within the time period required by Rules
434 and 424(b) under the Act; no stop order suspending the effectiveness of the
Registration Statement or any amendment thereto shall have been issued, and no
proceedings for that purpose shall have been instituted or threatened or, to the
knowledge of the Company or the Representatives, shall be contemplated by the
Commission; and the Company shall have complied with any request of the
Commission for additional information (to be included in the Registration
Statement or the Prospectus or otherwise).

                  (b) The Representatives shall have received an opinion, dated
the Firm Closing Date, of Strauss & Troy, counsel for the Company, to the effect
that:

                  (i) the Company and each of its subsidiaries listed in
         Schedule 2 hereto (the "Subsidiaries") have been duly organized and are
         validly existing as corporations in good standing under the laws of
         their respective jurisdictions of incorporation and are duly qualified
         to transact business as foreign corporations and are in good standing
         under the laws of all other jurisdictions where the ownership or
         leasing of their respective properties or the conduct of their
         respective businesses requires such qualification, except where the
         failure to be so qualified does not amount to a material liability or
         disability to the Company and the Subsidiaries, taken as a whole;

                  (ii) the Company and each of the Subsidiaries have corporate
         power to own or lease their respective properties and conduct their
         respective businesses as described in the Registration Statement and
         the Prospectus, and the Company has corporate power to enter into this
         Agreement and to carry out all the terms and provisions hereof to be
         carried out by it;

                  (iii) the issued shares of capital stock of each of the
         Subsidiaries have been duly authorized and validly issued, are fully
         paid and nonassessable and are owned beneficially by the Company free
         and clear of any perfected security interests or, to the best knowledge
         of such counsel, any other security interests, liens, encumbrances,
         equities or claims;

                  (iv) the Company has an authorized, issued and outstanding
         capitalization as set forth in the Prospectus; all of the issued shares
         of capital stock of the Company have been duly authorized and validly
         issued and are fully paid and nonassessable, have been issued in
         compliance with all applicable federal and state securities laws and
         were not issued in violation of or subject to any preemptive rights or
         other rights to subscribe for or purchase securities; the Firm
         Securities have been duly authorized by all necessary corporate action
         of the Company and, when issued and delivered to and paid for by the
         Underwriters pursuant to this Agreement, will be validly issued, fully
         paid and nonassessable; the Securities have been duly included for
         trading on the Nasdaq National Market; no holders of outstanding shares
         of capital stock of the Company are entitled as such to any preemptive
         or other rights to subscribe for any of the Securities; and no holders
         of securities of the Company are entitled to have such securities
         registered under the Registration Statement;

 11
   12
            (v) the statements set forth under the heading "Description of
      Capital Stock" in the Prospectus, insofar as such statements purport to
      summarize certain provisions of the capital stock of the Company, provide
      a fair summary of such provisions; and the statements set forth under the
      headings "Risk Factors," "Capitalization," "Pending Transactions,"
      "Management's Discussion and Analysis," "Business," "Federal Regulation of
      Radio Broadcasting," "Management," "Certain Relationships and Related
      Transactions," and "Description of Capital Stock" in the Prospectus,
      insofar as such statements constitute a summary of the legal matters,
      documents or proceedings referred to therein, provide a fair summary of
      such legal matters, documents and proceedings;

            (vi) the execution and delivery of this Agreement have been duly
      authorized by all necessary corporate action of the Company and this
      Agreement has been duly executed and delivered by the Company;

            (vii) (A) no legal or governmental proceedings are pending to which
      the Company or any of the Subsidiaries is a party or to which the property
      of the Company or any of the Subsidiaries is subject that are required to
      be described in the Registration Statement or the Prospectus and are not
      described therein, and, to the best knowledge of such counsel, no such
      proceedings have been threatened against the Company or any of the
      Subsidiaries or with respect to any of their respective properties and (B)
      no contract or other document is required to be described in the
      Registration Statement or the Prospectus or to be filed as an exhibit to
      the Registration Statement that is not described therein or filed as
      required;

            (viii) the issuance, offering and sale of the Securities to the
      Underwriters by the Company pursuant to this Agreement, the compliance by
      the Company with the other provisions of this Agreement and the
      consummation of the other transactions herein contemplated do not (A)
      require the consent, approval, authorization, registration or
      qualification of or with any governmental authority, except such as have
      been obtained and such as may be required under state securities or blue
      sky laws, or (B) conflict with or result in a breach or violation of any
      of the terms and provisions of, or constitute a default under, any
      indenture, mortgage, deed of trust, lease or other agreement or
      instrument, known to such counsel, to which the Company or any of the
      Subsidiaries is a party or by which the Company or any of the Subsidiaries
      or any of their respective properties are bound, or the charter documents
      or by-laws of the Company or any of the Subsidiaries, or any statute or
      any judgment, decree, order, rule or regulation of any court or other
      governmental authority or any arbitrator known to such counsel and
      applicable to the Company or any of the Subsidiaries;

            (ix) the Registration Statement is effective under the Act; any
      required filing of the Prospectus, or any Term Sheet that constitutes a
      part thereof, pursuant to Rules 434 and 424(b) has been made in the manner
      and within the time period required by Rules 434 and 424(b); and no stop
      order suspending the effectiveness of the Registration Statement or any
      amendment thereto has been issued, and no proceedings for that purpose
      have been instituted or threatened or, to the best knowledge of such
      counsel, are contemplated by the Commission;

            (x) the Registration Statement originally filed with respect to the
      Securities and each amendment thereto, any Rule 462(b) Registration
      Statement and the Prospectus (in each case, other than the financial
      statements and other financial information contained therein, as to which
      such counsel need express no opinion) comply as to form in all material
      respects with the applicable requirements of the Act and the rules and
      regulations of the Commission thereunder; and

            (xi) if the Company elects to rely on Rule 434, the Prospectus is
      not "materially different", as such term is used in Rule 434, from the
      prospectus included in the Registration Statement at the time of its
      effectiveness or an effective post-effective amendment thereto (including
      such information that is permitted to be omitted pursuant to Rule 430A).

            Such counsel shall also state that they have no reason to believe
that the Registration Statement, as of its effective date, contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not misleading or
that the Prospectus, as of its date or the date of such opinion, included or
includes any untrue statement of a material fact or omitted or omits to state a


12
   13
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

            In rendering any such opinion, such counsel may rely, as to matters
of fact, to the extent such counsel deems proper, on certificates of responsible
officers of the Company and public officials and, as to and matters involving
the federal regulation of broadcasting, to the extent satisfactory in form and
scope to counsel for the Underwriters, upon the opinion of Latham & Watkins. The
foregoing opinion shall also state that the Underwriters are justified in
relying upon such opinion of Latham & Watkins, and copies of such opinion shall
be delivered to the Representatives and counsel for the Underwriters.

            References to the Registration Statement and the Prospectus in this
paragraph (b) shall include any amendment or supplement thereto at the date of
such opinion.

            (c) The Representatives shall have received an opinion, dated the
Firm Closing Date, of Shearman & Sterling, 599 Lexington Avenue, New York, New
York 10022 counsel for the Underwriters, with respect to the issuance and sale
of the Firm Securities, the Registration Statement and the Prospectus, and such
other related matters as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents as they may
reasonably request for the purpose of enabling them to pass upon such matters.
In rendering such opinion, such counsel may rely as to antitrust matters and
matters involving the federal regulation of broadcasting upon the opinion of
Latham & Watkins referred to in paragraph (b) above.

            (d) The Representatives shall have received from
PricewaterhouseCoopers LLP a letter or letters dated, respectively, the date
hereof and the Firm Closing Date, in form and substance satisfactory to the
Representatives, to the effect that:

            (i) they are independent accountants with respect to the Company and
      its consolidated subsidiaries within the meaning of the Act and the
      applicable rules and regulations thereunder;

            (ii) in their opinion, the audited consolidated financial statements
      and schedules and pro forma financial statements examined by them and
      included in the Registration Statement and the Prospectus comply in form
      in all material respects with the applicable accounting requirements of
      the Act and the related published rules and regulations;

            (iii) on the basis of a reading of the latest available interim
      unaudited consolidated condensed financial statements of Alta California
      Broadcast and its consolidated subsidiary, carrying out certain specified
      procedures (which do not constitute an examination made in accordance with
      generally accepted auditing standards) that would not necessarily reveal
      matters of significance with respect to the comments set forth in this
      paragraph (iii), a reading of the minute books of the shareholders, the
      board of directors and any committees thereof of the Company and each of
      its consolidated subsidiaries, and inquiries of certain officials of Alta
      California Broadcasting and its consolidated subsidiaries, who have
      responsibility for financial and accounting matters, nothing came to their
      attention that caused them to believe that:

                  (A)      the unaudited consolidated condensed financial
                           statements of Faircom and its consolidated subsidiary
                           included in the Registration Statement and the
                           Prospectus do not comply in form in all material
                           respects with the applicable accounting requirements
                           of the Act and the related published rules and
                           regulations thereunder or are not in conformity with
                           generally accepted accounting principles applied on a
                           basis substantially consistent with that of the
                           audited consolidated financial statements included in
                           the Registration Statement and the Prospectus; and

                  (B)      at a specific date not more than five business days
                           prior to the date of such letter, there were any
                           changes in the capital stock or long-term debt of the
                           Company and its consolidated subsidiaries or any
                           decreases in net current assets or stockholders'
                           equity of the Company and its consolidated, in each
                           case compared with amounts


13
   14
                           shown on the September 30, 1999 unaudited
                           consolidated balance sheet included in the
                           Registration Statement and the Prospectus, or for the
                           period from October 1, 1999 to such specified date
                           there were any decreases, as compared with the
                           corresponding period in the preceding year, in sales,
                           net broadcast revenues, net income before income
                           taxes and extraordinary items or total or per share
                           amounts of net income of the Company and its
                           consolidated subsidiaries, except in all instances
                           for changes, decreases or increases set forth in such
                           letter;

            (iv) on the basis of a reading of the unaudited pro forma
      consolidated condensed financial statements included in the Registration
      Statement and the Prospectus, carrying out certain specified procedures
      that would not necessarily reveal matters of significance with respect to
      the comments set forth in this paragraph (v), inquiries of certain
      officials of Alta California Broadcasting and its consolidated subsidiary
      who have responsibility for financial and accounting matters and proving
      the arithmetic accuracy of the application of the pro forma adjustments to
      the historical amounts in the unaudited pro forma consolidated condensed
      financial statements, nothing came to their attention that caused them to
      believe that the unaudited pro forma consolidated condensed financial
      statements do not comply in form in all material respects with the
      applicable accounting requirements of Rule 11-02 of Regulation S-X or that
      the pro forma adjustments have not been properly applied to the historical
      amounts in the compilation of such statements.

            In the event that the letters referred to above set forth any such
changes, decreases or increases, it shall be a further condition to the
obligations of the Underwriters that (A) such letters shall be accompanied by a
written explanation of the Company as to the significance thereof, unless the
Representatives deem such explanation unnecessary, and (B) such changes,
decreases or increases do not, in the sole judgment of the Representatives, make
it impractical or inadvisable to proceed with the purchase and delivery of the
Securities as contemplated by the Registration Statement, as amended as of the
date hereof.

            References to the Registration Statement and the Prospectus in this
paragraph (j) with respect to either letter referred to above shall include any
amendment or supplement thereto at the date of such letter.

            (e) The Representatives shall have received a certificate, dated the
Firm Closing Date, of the principal executive officer and the principal
financial or accounting officer of the Company to the effect that:

            (i) the representations and warranties of the Company in this
      Agreement are true and correct as if made on and as of the Firm Closing
      Date; the Registration Statement, as amended as of the Firm Closing Date,
      does not include any untrue statement of a material fact or omit to state
      any material fact necessary to make the statements therein not misleading,
      and the Prospectus, as amended or supplemented as of the Firm Closing
      Date, does not include any untrue statement of a material fact or omit to
      state any material fact necessary in order to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading; and the Company has performed all covenants and agreements and
      satisfied all conditions on its part to be performed or satisfied at or
      prior to the Firm Closing Date;

            (ii) no stop order suspending the effectiveness of the Registration
      Statement or any amendment thereto has been issued, and no proceedings for
      that purpose have been instituted or threatened or, to the best of the
      Company's knowledge, are contemplated by the Commission; and

            (iii) subsequent to the respective dates as of which information is
      given in the Registration Statement and the Prospectus, neither the
      Company nor any of its subsidiaries has sustained any material loss or
      interference with their respective businesses or properties from fire,
      flood, hurricane, accident or other calamity, whether or not covered by
      insurance, or from any labor dispute or any legal or governmental
      proceeding, and there has not been any material adverse change, or any
      development involving a prospective material adverse change, in the
      condition (financial or otherwise), management, business prospects, net
      worth or results of operations of the Company or any of its subsidiaries,
      except in each case as described in or contemplated by the Prospectus
      (exclusive of any amendment or supplement thereto).

            (f) The Representatives shall have received from each person who is
a director or officer of

14
   15
the Company or who owns _______ shares of Common Stock an agreement to the
effect that such person will not, directly or indirectly, without the prior
written consent of Prudential Securities Incorporated, on behalf of the
Underwriters, offer, sell, offer to sell, contract to sell, pledge, grant any
option to purchase or otherwise sell or dispose (or announce any offer, sale,
offer of sale, contract of sale, pledge, grant of any option to purchase or
other sale or disposition) of any shares of Common Stock or any securities
convertible into, or exchangeable or exercisable for, shares of Common Stock for
a period of 180 days after the date of this Agreement.

            (g) On or before the Firm Closing Date, the Representatives and
counsel for the Underwriters shall have received such further certificates,
documents or other information as they may have reasonably requested from the
Company.

            (h) Prior to the commencement of the offering of the Securities, the
Securities shall have been included for trading on the Nasdaq National Market.

            (i) The Representatives shall have received from BDO Seidman, LLP a
letter or letters dated, respectively, the date hereof and the Firm Closing
Date, in form and substance satisfactory to the Representatives, to the effect
that:

            (i) from December 31, 1996 through December 31, 1997 they were
      independent accountants with respect to Faircom Inc. ("Faircom") and its
      consolidated subsidiaries within the meaning of the Act and the applicable
      rules and regulations thereunder;

            (ii) in their opinion, the audited consolidated financial statements
      and schedules examined by them and included in the Registration Statement
      and the Prospectus comply in form in all material respects with the
      applicable accounting requirements of the Act and the related published
      rules and regulations;

            (iii) on the basis of a reading of the latest available interim
      unaudited consolidated condensed financial statements of Faircom and its
      consolidated subsidiaries, carrying out certain specified procedures
      (which do not constitute an examination made in accordance with generally
      accepted auditing standards) that would not necessarily reveal matters of
      significance with respect to the comments set forth in this paragraph
      (iii), a reading of the minute books of the shareholders, the board of
      directors and any committees thereof of Faircom and each of its
      consolidated subsidiaries, and inquiries of certain officials of Faircom
      and its consolidated subsidiaries who have responsibility for financial
      and accounting matters, nothing came to their attention that caused them
      to believe that:

                  the unaudited consolidated condensed financial statements of
            Faircom and its consolidated subsidiaries included in the
            Registration Statement and the Prospectus do not comply in form in
            all material respects with the applicable accounting requirements of
            the Act and the related published rules and regulations thereunder
            or are not in conformity with generally accepted accounting
            principles applied on a basis substantially consistent with that of
            the audited consolidated financial statements included in the
            Registration Statement and the Prospectus; and

            (iv) on the basis of a reading of the unaudited pro forma
      consolidated condensed financial statements included in the Registration
      Statement and the Prospectus, carrying out certain specified procedures
      that would not necessarily reveal matters of significance with respect to
      the comments set forth in this paragraph (v), inquiries of certain
      officials of Faircom and its consolidated subsidiaries who have
      responsibility for financial and accounting matters and proving the
      arithmetic accuracy of the application of the pro forma adjustments to the
      historical amounts in the unaudited pro forma consolidated condensed
      financial statements, nothing came to their attention that caused them to
      believe that the unaudited pro forma consolidated condensed financial
      statements do not comply in form in all material respects with the
      applicable accounting requirements of Rule 11-02 of Regulation S-X or that
      the pro forma adjustments have not been properly applied to the historical
      amounts in the compilation of such statements.

            In the event that the letters referred to above set forth any
such changes, decreases or increases, it


15
   16
shall be a further condition to the obligations of the Underwriters that (A)
such letters shall be accompanied by a written explanation of the Company as to
the significance thereof, unless the Representatives deem such explanation
unnecessary, and (B) such changes, decreases or increases do not, in the sole
judgment of the Representatives, make it impractical or inadvisable to proceed
with the purchase and delivery of the Securities as contemplated by the
Registration Statement, as amended as of the date hereof.

            References to the Registration Statement and the Prospectus in this
paragraph (d) with respect to either letter referred to above shall include any
amendment or supplement thereto at the date of such letter.

            (j) The Representatives shall have received from Stockman Kast Ryan
& Company LLP a letter or letters dated, respectively, the date hereof and the
Firm Closing Date, in form and substance satisfactory to the Representatives, to
the effect that:

            (i) for the year ended March 31, 1998 they were independent
      accountants with respect to Alta California Broadcasting, Inc. ("Alta
      California Broadcasting") and its consolidated subsidiary within the
      meaning of the Act and the applicable rules and regulations thereunder;

            (ii) in their opinion, the audited consolidated financial statements
      and schedules and its consolidated subsidiary financial statements
      examined by them and included in the Registration Statement and the
      Prospectus comply in form in all material respects with the applicable
      accounting requirements of the Act and the related published rules and
      regulations;

            (iii) on the basis of a reading of the latest available interim
      unaudited consolidated condensed financial statements of Alta California
      Broadcasting and its consolidated subsidiary, carrying out certain
      specified procedures (which do not constitute an examination made in
      accordance with generally accepted auditing standards) that would not
      necessarily reveal matters of significance with respect to the comments
      set forth in this paragraph (iii), a reading of the minute books of the
      shareholders, the board of directors and any committees thereof of Alta
      California Broadcasting and each of its consolidated subsidiaries, and
      inquiries of certain officials of Alta California Broadcasting and its
      consolidated subsidiaries who have responsibility for financial and
      accounting matters, nothing came to their attention that caused them to
      believe that:

                  the unaudited consolidated condensed financial statements of
            Alta California Broadcasting and its consolidated subsidiary
            included in the Registration Statement and the Prospectus do not
            comply in form in all material respects with the applicable
            accounting requirements of the Act and the related published rules
            and regulations thereunder or are not in conformity with generally
            accepted accounting principles applied on a basis substantially
            consistent with that of the audited consolidated financial
            statements included in the Registration Statement and the
            Prospectus; and

                  (iv) on the basis of a reading of the unaudited pro forma
      consolidated condensed financial statements included in the Registration
      Statement and the Prospectus, carrying out certain specified procedures
      that would not necessarily reveal matters of significance with respect to
      the comments set forth in this paragraph (v), inquiries of certain
      officials of Alta California Broadcasting and its consolidated subsidiary
      who have responsibility for financial and accounting matters and proving
      the arithmetic accuracy of the application of the pro forma adjustments to
      the historical amounts in the unaudited pro forma consolidated condensed
      financial statements, nothing came to their attention that caused them to
      believe that the unaudited pro forma consolidated condensed financial
      statements do not comply in form in all material respects with the
      applicable accounting requirements of Rule 11-02 of Regulation S-X or that
      the pro forma adjustments have not been properly applied to the historical
      amounts in the compilation of such statements.

            In the event that the letters referred to above set forth any such
changes, decreases or increases, it shall be a further condition to the
obligations of the Underwriters that (A) such letters shall be accompanied by a
written explanation of the Company as to the significance thereof, unless the
Representatives deem such explanation unnecessary, and (B) such changes,
decreases or increases do not, in the sole judgment of the Representatives, make
it impractical or inadvisable to proceed with the purchase and delivery of the
Securities as contemplated by the


16
   17
Registration Statement, as amended as of the date hereof.

            References to the Registration Statement and the Prospectus in this
paragraph (j) with respect to either letter referred to above shall include any
amendment or supplement thereto at the date of such letter.

            All opinions, certificates, letters and documents delivered pursuant
to this Agreement will comply with the provisions hereof only if they are
reasonably satisfactory in all material respects to the Representatives and
counsel for the Underwriters. The Company shall furnish to the Representatives
such conformed copies of such opinions, certificates, letters and documents in
such quantities as the Representatives and counsel for the Underwriters shall
reasonably request.

            The respective obligations of the several Underwriters to purchase
and pay for any Option Securities shall be subject, in their discretion, to each
of the foregoing conditions to purchase the Firm Securities, except that all
references to the Firm Securities and the Firm Closing Date shall be deemed to
refer to such Option Securities and the related Option Closing Date,
respectively.

            8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the Act or Section
20 of the Securities Exchange Act of 1934 (the "Exchange Act"), against any
losses, claims, damages or liabilities, joint or several, to which such
Underwriter or such controlling person may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of, caused by, related to, based upon or arising out
of or in connection with:

            (i) any untrue statement or alleged untrue statement made by the
      Company in Section 2 of this Agreement;

            (ii) any untrue statement or alleged untrue statement of any
      material fact contained in (A) the Registration Statement or any amendment
      thereto, any Preliminary Prospectus or the Prospectus or any amendment or
      supplement thereto or (B) any application or other document, or any
      amendment or supplement thereto, executed by the Company or based upon
      written information furnished by or on behalf of the Company filed in any
      jurisdiction in order to qualify the Securities under the securities or
      blue sky laws thereof or filed with the Commission or any securities
      association or securities exchange (each an "Application");

            (iii) the omission or alleged omission to state in the Registration
      Statement or any amendment thereto, any Preliminary Prospectus or the
      Prospectus or any amendment or supplement thereto, or any Application a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading; or

            (iv) any untrue statement or alleged untrue statement of any
      material fact contained in any audio or visual materials, including,
      without limitation, slides, videos, films and tape recordings used in
      connection with the marketing of the Securities, including, without
      limitation, statements communicated to securities analysts employed by the
      Underwriters,

      and will reimburse, as incurred, each Underwriter and each such
controlling person for any legal or other expenses reasonably incurred by such
Underwriter or such controlling person in connection with investigating,
defending against or appearing as a third-party witness in connection with any
such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in such
registration statement or any amendment thereto, any Preliminary Prospectus, the
Prospectus or any amendment or supplement thereto or any Application in reliance
upon and in conformity with written information furnished to the Company by such
Underwriter through the Representatives specifically for use therein; and
provided, further, that the Company will not be liable to any Underwriter or any
person controlling such Underwriter with respect to any such untrue statement or
omission made in any Preliminary Prospectus that is corrected in the Prospectus
(or any amendment or supplement thereto) if the person asserting any such loss,
claim,


17
   18
damage or liability purchased Securities from such Underwriter but was not sent
or given a copy of the Prospectus (as amended or supplemented) at or prior to
the written confirmation of the sale of such Securities to such person in any
case where such delivery of the Prospectus (as amended or supplemented) is
required by the Act, unless such failure to deliver the Prospectus (as amended
or supplemented) was a result of noncompliance by the Company with Section 5(d)
and (e) of this Agreement]. This indemnity agreement will be in addition to any
liability which the Company may otherwise have. The Company will not, without
the prior written consent of the Underwriter or Underwriters purchasing, in the
aggregate, more than fifty percent (50%) of the Securities, settle or compromise
or consent to the entry of any judgment in any pending or threatened claim,
action, suit or proceeding in respect of which indemnification may be sought
hereunder (whether or not any such Underwriter or any person who controls any
such Underwriter within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act is a party to such claim, action, suit or proceeding), unless
such settlement, compromise or consent includes an unconditional release of all
of the Underwriters and such controlling persons from all liability arising out
of such claim, action, suit or proceeding.

            (b) Each Underwriter, severally and not jointly, will indemnify and
hold harmless the Company, each of its directors, each of its officers who
signed the Registration Statement and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act against any losses, claims, damages or liabilities to which the
Company or any such director, officer or controlling person may become subject
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement or any amendment thereto, any Preliminary
Prospectus or the Prospectus or any amendment or supplement thereto, or any
Application or (ii) the omission or the alleged omission to state therein a
material fact required to be stated in the Registration Statement or any
amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment
or supplement thereto, or any Application or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Representatives
specifically for use therein; and, subject to the limitation set forth
immediately preceding this clause, will reimburse, as incurred, any legal or
other expenses reasonably incurred by the Company or any such director, officer
or controlling person in connection with investigating or defending any such
loss, claim, damage, liability or any action in respect thereof. This indemnity
agreement will be in addition to any liability which such Underwriter may
otherwise have.

            (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 8. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to such indemnified
party; provided, however, that if the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be one or more legal defenses available
to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnifying party shall not have
the right to direct the defense of such action on behalf of such indemnified
party or parties and such indemnified party or parties shall have the right to
select separate counsel to defend such action on behalf of such indemnified
party or parties. After notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof and approval by such
indemnified party of counsel appointed to defend such action, the indemnifying
party will not be liable to such indemnified party under this Section 8 for any
legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed separate counsel
in accordance with the proviso to the next preceding sentence (it being
understood, however, that in connection with such action the indemnifying party
shall not be liable for the expenses of more than one separate counsel (in
addition to local counsel) in any one action or separate but substantially
similar actions in the same jurisdiction arising out of the same general
allegations or circumstances, designated by the Representatives in the case of
paragraph (a) of this Section 8, representing the indemnified parties under such
paragraph (a) who are parties to such action or actions) or (ii) the
indemnifying party does not promptly retain counsel satisfactory to the
indemnified party or (iii) the indemnifying


18
   19
party has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party. After such notice from the indemnifying party
to such indemnified party, the indemnifying party will not be liable for the
costs and expenses of any settlement of such action effected by such indemnified
party without the consent of the indemnifying party.

            (d) In circumstances in which the indemnity agreement provided for
in the preceding paragraphs of this Section 8 is unavailable or insufficient,
for any reason, to hold harmless an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof), each
indemnifying party, in order to provide for just and equitable contribution,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect (i) the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the offering of the Securities or (ii) if
the allocation provided by the foregoing clause (i) is not permitted by
applicable law, not only such relative benefits but also the relative fault of
the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions or alleged statements
or omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total proceeds from the offering (before deducting expenses) received by
the Company bear to the total underwriting discounts and commissions received by
the Underwriters. The relative fault of the parties shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Underwriters, the parties'
relative intents, knowledge, access to information and opportunity to correct or
prevent such statement or omission, and any other equitable considerations
appropriate in the circumstances. The Company and the Underwriters agree that it
would not be equitable if the amount of such contribution were determined by pro
rata or per capita allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation that does not take
into account the equitable considerations referred to above in this paragraph
(d). Notwithstanding any other provision of this paragraph (d), no Underwriter
shall be obligated to make contributions hereunder that in the aggregate exceed
the total public offering price of the Securities purchased by such Underwriter
under this Agreement, less the aggregate amount of any damages that such
Underwriter has otherwise been required to pay in respect of the same or any
substantially similar claim, and no person guilty of fraudulent
misrepresentation (within the meaning of Section II (f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute hereunder are
several in proportion to their respective underwriting obligations and not
joint, and contributions among Underwriters shall be governed by the provisions
of the Prudential Securities Incorporated Master Agreement Among Underwriters.
For purposes of this paragraph (d), each person, if any, who controls an
Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act, shall
have the same rights to contribution as the Company.

            9. Default of Underwriters. If one or more Underwriters default in
their obligations to purchase Firm Securities or Option Securities hereunder and
the aggregate number of such Securities that such defaulting Underwriter or
Underwriters agreed but failed to purchase is ten percent or less of the
aggregate number of Firm Securities or Option Securities to be purchased by all
of the Underwriters at such time hereunder, the other Underwriters may make
arrangements satisfactory to the Representatives for the purchase of such
Securities by other persons (who may include one or more of the non-defaulting
Underwriters, including the Representatives), but if no such arrangements are
made by the Firm Closing Date or the related Option Closing Date, as the case
may be, the other Underwriters shall be obligated severally in proportion to
their respective commitments hereunder to purchase the Firm Securities or Option
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase. If one or more Underwriters so default with respect to an aggregate
number of Securities that is more than ten percent of the aggregate number of
Firm Securities or Option Securities, as the case may be, to be purchased by all
of the Underwriters at such time hereunder, and if arrangements satisfactory to
the Representatives are not made within 36 hours after such default for the
purchase by other persons (who may include one or more of the non-defaulting
Underwriters, including the Representatives) of the Securities with respect to
which such default occurs, this Agreement will terminate without liability on
the part of any non-defaulting Underwriter or the Company other


19
   20
than as provided in Section 10 hereof. In the event of any default by one or
more Underwriters as described in this Section 9, the Representatives shall have
the right to postpone the Firm Closing Date or the Option Closing Date, as the
case may be, established as provided in Section 3 hereof for not more than seven
business days in order that any necessary changes may be made in the
arrangements or documents for the purchase and delivery of the Firm Securities
or Option Securities, as the case may be. As used in this Agreement, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section 9. Nothing herein shall relieve any defaulting Underwriter from
liability for its default.

            10. Survival. The respective representations, warranties,
agreements, covenants, indemnities and other statements of the Company, its
officers and the several Underwriters set forth in this Agreement or made by or
on behalf of them, respectively, pursuant to this Agreement shall remain in full
force and effect, regardless of (i) any investigation made by or on behalf of
the Company, any of its officers or directors, any Underwriter or any
controlling person referred to in Section 8 hereof and (ii) delivery of and
payment for the Securities. The respective agreements, covenants, indemnities
and other statements set forth in Sections 6 and 8 hereof shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement.

            11. Termination. (a) This Agreement may be terminated with respect
to the Firm Securities or any Option Securities in the sole discretion of the
Representatives by notice to the Company given prior to the Firm Closing Date or
the related Option Closing Date, respectively, in the event that the Company
shall have failed, refused or been unable to perform all obligations and satisfy
all conditions on its part to be performed or satisfied hereunder at or prior
thereto or, if at or prior to the Firm Closing Date or such Option Closing Date,
respectively,

            (i) the Company or any of its subsidiaries shall have, in the sole
      judgment of the Representatives, sustained any material loss or
      interference with their respective businesses or properties from fire,
      flood, hurricane, accident or other calamity, whether or not covered by
      insurance, or from any labor dispute or any legal or governmental
      proceeding or there shall have been any material adverse change, or any
      development involving a prospective material adverse change (including
      without limitation a change in management or control of the Company), in
      the condition (financial or otherwise), business prospects, net worth or
      results of operations of the Company and its subsidiaries, except in each
      case as described in or contemplated by the Prospectus (exclusive of any
      amendment or supplement thereto);

            (ii) trading in the Common Stock shall have been suspended by the
      Commission or the Nasdaq National Market or trading in securities
      generally on the New York Stock Exchange or Nasdaq National Market shall
      have been suspended or minimum or maximum prices shall have been
      established on either such exchange;

            (iii) a banking moratorium shall have been declared by New York or
      United States authorities; or

            (iv) there shall have been (A) an outbreak or escalation of
      hostilities between the United States and any foreign power, (B) an
      outbreak or escalation of any other insurrection or armed conflict
      involving the United States or (C) any other calamity or crisis or
      material adverse change in general economic, political or financial
      conditions having an effect on the U.S. financial markets that, in the
      sole judgment of the Representatives, makes it impractical or inadvisable
      to proceed with the public offering or the delivery of the Securities as
      contemplated by the Registration Statement, as amended as of the date
      hereof.

            (b) Termination of this Agreement pursuant to this Section 11 shall
be without liability of any party to any other party except as provided in
Section 10 hereof.

            12. Information Supplied by Underwriters. The statements set forth
in the last paragraph on the front cover page and under the heading
"Underwriting" in any Preliminary Prospectus or the Prospectus (to the extent
such statements relate to the Underwriters) constitute the only information
furnished by any Underwriter through the Representatives to the Company for the
purposes of Sections 2(b) and 8 hereof. The Underwriters confirm that such
statements (to such extent) are correct.


20
   21
            13. Notices. All communications hereunder shall be in writing and,
if sent to any of the Underwriters, shall be delivered or sent by mail, telex or
facsimile transmission and confirmed in writing to Prudential Securities
Incorporated, One New York Plaza, New York, New York 10292, Attention: Equity
Transactions Group; and if sent to the Company, shall be delivered or sent by
mail, telex or facsimile transmission and confirmed in writing to the Company at
50 East RiverCenter Boulevard, Suite 180, Covington, Kentucky 41011.

            14. Successors. This Agreement shall inure to the benefit of and
shall be binding upon the several Underwriters, the Company and their respective
successors and legal representatives, and nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any other person any legal
or equitable right, remedy or claim under or in respect of this Agreement, or
any provisions herein contained, this Agreement and all conditions and
provisions hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other person except that (i)
the indemnities of the Company contained in Section 8 of this Agreement shall
also be for the benefit of any person or persons who control any Underwriter
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
and (ii) the indemnities of the Underwriters contained in Section 8 of this
Agreement shall also be for the benefit of the directors of the Company, the
officers of the Company who have signed the Registration Statement and any
person or persons who control the Company within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act. No purchaser of Securities from any
Underwriter shall be deemed a successor because of such purchase.

            15. Applicable Law. The validity and interpretation of this
Agreement, and the terms and conditions set forth herein, shall be governed by
and construed in accordance with the laws of the State of New York, without
giving effect to any provisions relating to conflicts of laws.

            16. Consent to Jurisdiction and Service of Process. All judicial
proceedings arising out of or relating to this Agreement may be brought in any
state or federal court of competent jurisdiction in the State of New York, and
by execution and delivery of this Agreement, the Company accepts for itself and
in connection with its properties, generally and unconditionally, the
nonexclusive jurisdiction of the aforesaid courts and waives any defense of
forum non conveniens and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this Agreement. The Company designates and appoints
__________________, and such other persons as may hereafter be selected by the
Company irrevocably agreeing in writing to so serve, as its agent to receive on
its behalf service of all process in any such proceedings in any such court,
such service being hereby acknowledged by the Company to be effective and
binding service in every respect. A copy of any such process so served shall be
mailed by registered mail to the Company at its address provided in Section 13
hereof; provided, however, that, unless otherwise provided by applicable law,
any failure to mail such copy shall not affect the validity of service of such
process. If any agent appointed by the Company refuses to accept service, the
Company hereby agrees that service of process sufficient for personal
jurisdiction in any action against the Company in the State of New York may be
made by registered or certified mail, return receipt requested, to the Company
at its address provided in Section 13 hereof, and the Company hereby
acknowledges that such service shall be effective and binding in every respect.
Nothing herein shall affect the right to serve process in any other manner
permitted by law or shall limit the right of any Underwriter to bring
proceedings against the Company in the courts of any other jurisdiction

            17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


21
   22
            If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that purpose,
whereupon this letter shall constitute an agreement binding the Company and each
of the several Underwriters.




                                          Very truly yours,

                                          REGENT COMMUNICATIONS, INC.


                                          By ________________________
                                             Name:
                                             Title:

      The foregoing Agreement is hereby confirmed and accepted as of the date
      first above written.



      PRUDENTIAL SECURITIES INCORPORATED
      PRUDENTIALSECURITIES.COM


      By PRUDENTIAL SECURITIES INCORPORATED


      By    _____________________
            Name:  Jean-Claude Canfin
            Title: Managing Director

      For itself and on behalf of the Representatives.


22
   23
                                   SCHEDULE 1

                                  UNDERWRITERS




                                             Number of Firm
                                               Securities to
      Underwriter                              be Purchased
      -----------                              ------------
                                          
      Prudential Securities Incorporated
      Prudential Securities.com




                                               ---------------
                                      Total



23
   24
                                   SCHEDULE 2

                                  SUBSIDIARIES



      Name                                         Jurisdiction of Incorporation


24

EX-3.G

   1
                                                                    Exhibit 3(g)



      CERTIFICATE OF DESIGNATION, NUMBER, POWERS PREFERENCES AND RELATIVE,
   PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS,
     LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF
            SERIES K PREFERRED STOCK OF REGENT COMMUNICATIONS, INC.


         It is hereby certified that:

         1. The name of the corporation (hereinafter called the "corporation")
is

                           REGENT COMMUNICATIONS, INC.

         2. The certificate of incorporation (as amended) of the corporation
authorizes the issuance of 40,000,000 shares of Preferred Stock (of a par value
of $.01 each) and expressly vests in the Board of Directors of the corporation
the authority provided therein to issue any or all of said shares in one or more
series and by resolution or resolutions, the designation, number, full or
limited voting powers, or the denial of voting powers, preferences and relative,
participating, optional, and other special rights and the qualifications,
limitations, restrictions, and other distinguishing characteristics of each
series to be issued.

         3. The Board of Directors of the corporation, pursuant to the authority
expressly vested in it as aforesaid, has adopted the following resolutions
designating a new series of Preferred Stock as Series K Preferred Stock:

                  "RESOLVED, that the Board of Directors hereby designates a new
                  series of Preferred Stock to be known as "Series K Convertible
                  Preferred Stock", the number, amount, stated value, voting
                  powers, preferences and relative, participating, optional and
                  other special rights of which, and the qualifications,
                  limitations or restrictions thereon, are set forth on Exhibit
                  A attached hereto;

                  RESOLVED FURTHER, that the statements contained in the
                  foregoing resolution designating the said Series K Preferred
                  Stock shall, upon the effective date of said series, be deemed
                  to be included in and be a part of the certificate of
                  incorporation of the Company pursuant to the provisions of
                  Sections 104 and 151 of the General Corporation Law of the
                  State of Delaware;

                  RESOLVED FURTHER, that the officers of the Company and each of
                  them individually hereby are authorized to execute and
                  deliver, for and on behalf of the Company a Certificate of
                  Designation to be filed with the Delaware Secretary of State
                  and any other documents or filings required by applicable law
                  required to amend the Company's Certificate and to otherwise
                  effectuate the intent of the foregoing resolutions."

The effective time and date of the Series K herein certified shall be the filing
of this certificate.
   2
         IN WITNESS WHEREOF, the undersigned officer has executed this document
the 3rd day of December, 1999.



                                    /s/ Anthony A. Vasconcellos
                                    -------------------------------------------
                                    Anthony A. Vasconcellos, Vice President and
                                    Chief Financial Officer



COMMONWEALTH OF KENTUCKY   )
                           ) SS:
COUNTY OF KENTON           )

         BE IT REMEMBERED, that on this 3rd day of December, 1999, before me,
the subscriber, a Notary Public in and for said county, personally came Anthony
A. Vasconcellos, Vice President and Chief Financial Officer of Regent
Communications, Inc., and acknowledged that he signed the foregoing instrument
on behalf of said corporation and that the signing thereof is his voluntary act
and deed and the voluntary act and deed of said corporation.

         IN TESTIMONY THEREOF, I have hereunto subscribed my name and affixed my
seal on this day and year aforesaid.


                                            /s/ Peggy Hammon Alig
                                            ------------------------------------
                                            Notary Public
                                            My commission expires April 22, 2002
   3
                                    EXHIBIT A

         SECTION 1. DESIGNATION, AMOUNT AND STATED VALUE.

         The shares of such series shall be designated as Series K Convertible
Preferred (the "Series K Preferred") and the number of shares constituting such
series shall be 4,100,000 shares. The stated value of the Series K Preferred
shall be $5.50 per share, the original per share issue price (the "Stated
Value").

         SECTION 2.  DIVIDENDS AND DISTRIBUTIONS.

         The holders of shares of the Series K Preferred shall be entitled to
receive, when, as and if declared by the Board of Directors of the Corporation
out of funds legally available for such purpose, cumulative dividends payable
quarterly in cash on the first business day of January, April, July and October
(each such date being referred to herein as a "Quarterly Dividend Payment
Date"), accruing commencing with the date of issue of such shares, on shares of
the Series K Preferred at the rate of $.55 per share per annum; provided,
however, that if and to the extent that the holder of a share of the Series K
Preferred does not receive a cash dividend on any given Quarterly Dividend
Payment Date in full payment of the accrued and unpaid dividend on such share of
the Series K Preferred or any previously cumulated dividend on such share for
the period ending on such Quarterly Dividend Payment Date and beginning on the
immediately preceding Quarterly Dividend Payment Date (or, if such share was
first issued during such period, beginning on the date of such issuance), such
unpaid portion of such dividend shall be cumulative and shall itself accrue,
whether or not declared and whether or not the Corporation has at the time funds
legally available for such purpose, from and after such date, until the date so
paid in full, dividends on a daily basis at a rate of 10% per annum, compounded
quarterly. No interest shall be paid on accrued but unpaid dividends.

         SECTION 3.  VOTING RIGHTS.

         In addition to voting rights required by law or by the Company's
Amended and Restated Certificate of Incorporation, as amended or restated from
time to time (the "Certificate of Incorporation"), subject to restrictions
contained in the Certificate of Incorporation the holders of Series K Preferred
shall be entitled to vote on all matters submitted to a vote of the
Corporation's stockholders. Except as otherwise required by law or provided by
the Certificate of Incorporation or by the Board of Directors pursuant to
Subpart C of Article Fourth of the Certificate of Incorporation, the holders of
the Series K Preferred shall vote together with the holders of all other series
of the Corporation's voting preferred stock and the holders of the Corporation's
Common Stock as one class with one vote per share (in the case of Preferred
Stock, subject to adjustments as provided in Section 7 below and if convertible
into Common Stock, one vote per share of Common Stock into which such
convertible Preferred Stock is then convertible) on all matters submitted to a
vote of the Corporation's stockholders.
   4
         SECTION 4.  CERTAIN RESTRICTIONS.

         Whenever dividends payable on the Series K Preferred as provided in
Section 2 are in arrears, thereafter and until dividends, including all accrued
dividends, on shares of the Series K Preferred outstanding shall have been paid
in full or declared and set apart for payment, the Corporation shall not (A) pay
dividends on, make any other distributions on, or redeem or purchase or
otherwise acquire for consideration any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series K
Preferred, provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for shares of any
such junior stock, (B) pay dividends on or make any other distributions on any
stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series K Preferred, except dividends paid
ratably on the Series K Preferred and all such parity stock on which dividends
are payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled, (C) redeem or purchase or
otherwise acquire for consideration any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series K
Preferred, provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity stock in exchange for shares of any
stock of the Corporation ranking junior to the Series K Preferred or in
satisfaction of contractual obligations to do so entered into with the written
consent of the holders of a majority of outstanding shares of Series F
Preferred, Series G Preferred, Series H Preferred and Series K Preferred, voting
together as one class on the matter (including, without limitation, in
satisfaction of the provisions contained in the Stockholders' Agreement), or (D)
purchase or otherwise acquire for consideration any shares of the Series K
Preferred, or any shares of stock ranking on a parity with the Series K
Preferred except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall unanimously determine in good faith
will result in fair and equitable treatment among the respective series of
classes or except pursuant to the provisions of the Stockholders' Agreement.

         SECTION 5.  REACQUIRED SHARES.

         Any shares of the Series K Preferred which have been converted to
Common Stock or have been purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, or otherwise in accordance with Delaware General
Corporation Law.

         SECTION 6.  LIQUIDATION, DISSOLUTION OR WINDING UP.

         Upon any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (A) to the holders of the Series K Preferred unless,
prior thereto, the holders of the Series B Preferred shall have received the
Stated Value per share, plus an amount equal to unpaid dividends thereon,
including accrued dividends, whether or not declared, to the date of such
payment, or (B) to the holders of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series K Preferred
unless, prior thereto, the holders of Series K Preferred shall have received the
Stated Value per share, plus an amount equal to unpaid dividends thereon,
including accrued dividends, whether or not declared, to the date of such
payment, or (C) to the holders of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series K
Preferred,
   5
except distributions made ratably on the Series K Preferred and all
other such parity stock in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution or winding
up.

         SECTION 7.  CONVERSION.

                  [a] Optional Conversion. Subject to the provisions for
         adjustment hereinafter set forth, each share of the Series K Preferred
         shall be convertible at any time at the option of the holder thereof,
         in the manner hereinafter set forth, into one (1) fully paid and
         nonassessable share of Common Stock of the Corporation.

                  [b] Mandatory Conversion. Subject to the provisions for
         adjustment set forth in this Section 7, each share of the Series K
         Preferred shall be convertible at the option of the Board of Directors
         into one (1) fully paid and nonassessable share of Common Stock of the
         Corporation in the event of, and concurrently with the closing of, a
         public offering of Common Stock of the Corporation at a per share price
         of at least $12.00 (subject to adjustment for stock splits, stock
         dividends, reverse stock splits and the like) with gross proceeds to
         the Corporation of at least $25,000,000 (excluding the effect of any
         over-allotment option).

                  [c] The number of shares of Common Stock into which each share
         of the Series K Preferred is convertible shall be adjusted from time to
         time as follows:

                           [i] In case the Corporation shall at any time or from
                  time to time after the issuance of such share of Series K
                  Preferred declare or pay any dividend on its Common Stock
                  payable in its Common Stock or effect a subdivision of the
                  outstanding shares of its Common Stock into a greater number
                  of shares of Common Stock (by reclassification or otherwise),
                  then, and in each such case, the number of shares of Common
                  Stock into which each share of the Series K Preferred is
                  convertible shall be adjusted so that the holder of each share
                  thereof shall be entitled to receive, upon the conversion
                  thereof, the number of shares of Common Stock determined by
                  multiplying (a) the number of shares of Common Stock into
                  which such share was convertible immediately prior to the
                  occurrence of such event by (b) a fraction, the numerator of
                  which is the sum of (I) the number of shares of Common Stock
                  into which such share was convertible immediately prior to the
                  occurrence of such event plus (II) the number of shares of
                  Common Stock which such holder would have been entitled to
                  receive in connection with the occurrence of such event had
                  such share been converted immediately prior thereto, and the
                  denominator of which is the number of shares of Common Stock
                  determined in accordance with clause (I) above. An adjustment
                  made pursuant to this subparagraph [c][i] shall become
                  effective (a) in the case of any such dividend, immediately
                  after the close of business on the record date for the
                  determination of holders of Common Stock entitled to receive
                  such dividend, or (b) in the case of any such subdivision, at
                  the close of business on the day immediately prior to the day
                  upon which such corporate action becomes effective.

                           [ii] In case the Corporation at any time or from time
                  to time after the issuance of such share of Series K Preferred
                  shall combine or consolidate the outstanding shares of its
                  Common Stock into a lesser number of shares of Common Stock,
                  by reclassification or otherwise, then, and in each such case,
                  the number of shares of Common Stock into which each share of
                  the Series K Preferred is convertible shall be
   6
                  adjusted so that the holder of each share thereof shall be
                  entitled to receive, upon the conversion thereof, the number
                  of shares of Common Stock determined by multiplying (a) the
                  number of shares of Common Stock into which such share was
                  convertible immediately prior to the occurrence of such event
                  by (b) a fraction, the numerator of which is the number of
                  shares which the holder would have owned after giving effect
                  to such event had such share been converted immediately prior
                  to the occurrence of such event and the denominator of which
                  is the number of shares of Common Stock into which such share
                  was convertible immediately prior to the occurrence of such
                  event. An adjustment made pursuant to this subparagraph b[ii]
                  shall become effective at the close of business on the date
                  immediately prior to the day upon which such corporate action
                  becomes effective.

                           [iii] In case the Corporation after the issuance of
                  such share of Series K Preferred shall: (A) issue any options,
                  warrants, or other rights (excluding options to purchase
                  Common Stock issued to management of the Corporation
                  exercisable for up to the lesser of 2,000,000 shares of Common
                  Stock (subject to adjustment pursuant to provisions applicable
                  to the options in the case of stock splits, reverse stock
                  splits and the like) or that number of shares of Common Stock
                  equal to fifteen percent (15%) of the aggregate number of
                  outstanding shares of Common Stock and other equity securities
                  of the Corporation exercisable for the purchase of, or
                  convertible into, Common Stock, computed on a fully-diluted
                  basis) entitling the holder thereof to subscribe for, or
                  purchase, Common Stock at a price per share which, when added
                  to the amount of consideration received or receivable by the
                  Corporation for such options, warrants, or other rights, is
                  less than the then fair market value per share of the Common
                  Stock at the date of such issuance; (B) issue or sell
                  securities of the Corporation convertible into, or
                  exchangeable for, Common Stock at a price per share which,
                  when added to the amount of consideration received or
                  receivable, from the Corporation for such exchangeable or
                  convertible securities, is less than the then fair market
                  value of a share of Common Stock at the date of such issuance;
                  or (C) issue or sell additional shares of Common Stock for
                  consideration representing less than the then fair market
                  value of the Common Stock at the date of such issuance; then
                  the number of shares of Common Stock into which each share of
                  the Series K Preferred is convertible shall be adjusted so
                  that, thereafter, until further adjusted, the holder of each
                  share thereof shall be entitled to receive, upon the
                  conversion thereof, the number of shares of Common Stock
                  determined by multiplying (w) the number of shares of Common
                  Stock into which such shares are convertible immediately prior
                  to the occurrence of such event by (x) a fraction, the
                  numerator of which shall be the number of shares of Common
                  Stock outstanding prior to such issuance plus the number of
                  additional shares of Common Stock issuable upon exercise of
                  such options, warrants, or rights, or exchangeable or
                  convertible securities, or the additional number of shares of
                  Common Stock issued at such time, and the denominator of which
                  shall be the number of shares of Common Stock outstanding
                  prior to such issuance plus the number of shares of Common
                  Stock that either (y) the sum of the aggregate exercise price
                  of the total number of shares of Common Stock issuable upon
                  exercise of such options, warrants, or rights, or upon
                  conversion or exchange of such convertible securities, and the
                  aggregate amount of consideration, if any, received or
                  receivable by the Corporation for such options, warrants, or
                  rights, or convertible or exchangeable securities, or (z) the
                  aggregate consideration received in connection with the sale
                  of
   7
                  shares of its Common Stock for less than the then fair market
                  value, as the case may be, would purchase at the then fair
                  market value.

                           [iv] In the event that, at any time, or from time to
                  time, after the issuance of such share of the Series K
                  Preferred, the Common Stock issuable upon conversion of the
                  Series K Preferred is changed into the same or a different
                  number of shares of any class or classes of stock, whether by
                  recapitalization, reclassification, or otherwise (other than a
                  subdivision or combination of shares or stock dividend, or a
                  reorganization, merger, consolidation or sale of assets,
                  provided for elsewhere in this Section 7), then, and in any
                  such event, each holder of Series K Preferred shall have the
                  right thereafter to convert such stock into the kind and
                  amount of stock and other securities and property receivable
                  upon such recapitalization, reclassification, or other change,
                  by holders of the number of shares of Common Stock into which
                  such shares of Series K Preferred could have been converted
                  immediately prior to such recapitalization, reclassification,
                  or change, all subject to further adjustment as provided
                  herein.

                           [v] If at any time, or from time to time after the
                  issuance of such share of the Series K Preferred, there is a
                  capital reorganization of the Common Stock other than a
                  recapitalization, subdivision, combination, reclassification,
                  or exchange of shares provided for elsewhere in this Section
                  7) or a merger or consolidation of the Corporation with or
                  into another corporation, or the sale of all, or substantially
                  all, of the Corporation's properties and assets to any other
                  person, then, as a part of such reorganization, merger,
                  consolidation, or sale, provision shall be made so that the
                  holders of the Series K Preferred shall thereafter be entitled
                  to receive upon conversion of the Series K Preferred the
                  number of shares of stock or other securities or property to
                  which a holder of the number of shares of Common Stock
                  deliverable upon conversion would have been entitled on such
                  capital reorganization, merger, consolidation, or sale. In any
                  such case, appropriate adjustment shall be made in the
                  application of the provisions of this Section 7 with respect
                  to the rights of the holders of Series K Preferred after the
                  reorganization, merger, consolidation, or sale to the end that
                  the provisions of this Section 7 shall be applicable after
                  that event and be as nearly equivalent as may be practicable.

                           [vi] Upon the expiration of any rights, options,
                  warrants or conversion or exchange privileges which caused an
                  adjustment pursuant to this Section 7 to be made, if any
                  thereof shall not have been exercised, the number of shares of
                  Common Stock into which each share of the Series K Preferred
                  is convertible shall, upon such expiration, be readjusted and
                  shall thereafter be such as it would have been had it been
                  originally adjusted (or had the original adjustment not been
                  required, as the case may be) as if (a) the only shares of
                  Common Stock so issued were the shares of Common Stock, if
                  any, actually issued or sold upon the exercise of such rights,
                  options, warrants or conversion or exchange privileges and (b)
                  such shares of Common Stock, if any, were issued or sold for
                  the consideration actually received by the Company upon such
                  exercise plus the aggregate consideration, if any, actually
                  received by the Company for the issuance, sale or grant of all
                  such rights, options, warrants or conversion or exchange
                  privileges, whether or not exercised.
   8
                           [vii] If the Corporation has the right to redeem the
                  Series K Preferred pursuant to Section 8[b] below and the
                  Corporation has not exercised such right to redeem all of the
                  Series K Preferred as to which a Notice (defined below) has
                  been received within the time period set forth in, and
                  pursuant to, Section 8[b] below, then in such case in addition
                  to any other adjustment pursuant to this Section 7[c], Section
                  7[a] and [b] above shall be modified to provide that each
                  share of Series K Preferred included in a prior Notice but not
                  redeemed as provided in Section 8[b] shall be convertible into
                  a number of shares of Common Stock equal to a fraction, the
                  numerator of which is $5.50 and the denominator of which is
                  $4.50.

                  [d] If any adjustment in the number of shares of Common Stock
         into which each share of the Series K Preferred may be converted
         required pursuant to this Section 7 would result in an increase or
         decrease of less than 1% in the number of shares of Common Stock into
         which each share of the Series K Preferred is then convertible, the
         amount of any such adjustment shall be carried forward and adjustment
         with respect thereto shall be made at the time of and together with any
         subsequent adjustment which, together with such amount and any other
         amount or amounts so carried forward, shall aggregate at least 1% of
         the number of shares of Common Stock into which each share of the
         Series K Preferred is then convertible; provided that any such
         adjustments carried forward shall be made immediately following receipt
         of notice from a holder of the intent to convert all or a portion of
         the Series K Preferred such that upon conversion the holder shall
         receive such number of shares of Common Stock as such holder is
         entitled, taking into account all adjustments required by this Section
         7. All calculations under this paragraph [d] shall be made to the
         nearest one-hundredth of a share.

                  [e] The holder of any shares of the Series K Preferred may
         convert such shares into shares of Common Stock pursuant to paragraph
         [a] of this Section 7 by surrendering for such purpose to the
         Corporation, at its principal office or at such other office or agency
         maintained by the Corporation for that purpose, a certificate or
         certificates representing the shares of Series K Preferred to be
         converted (or if such certificate or certificates cannot be found, an
         affidavit of lost securities in form and substance acceptable to the
         Corporation) accompanied by a written notice stating that such holder
         elects to convert all or a specified number of such shares in
         accordance with the provisions of this Section 7 and specifying the
         name or names in which such holder wishes the certificate or
         certificates for shares of Common Stock to be issued. In case such
         notice shall specify a name or names other than that of such holder,
         such notice shall be accompanied by payment of all transfer taxes
         payable upon the issuance of shares of Common Stock in such name or
         names. As promptly as practicable, and in any event within five
         business days after the surrender of such certificates and the receipt
         of such notice relating thereto and, if applicable, payment of all
         transfer taxes, the Corporation shall deliver or cause to be delivered
         (i) certificates representing the number of validly issued, fully paid
         and nonassessable shares of Common Stock of the Corporation to which
         the holder of the Series K Preferred so converted shall be entitled and
         (ii) if less than the full number of shares of the Series K Preferred
         evidenced by the surrendered certificate or certificates are being
         converted, a new certificate or certificates, of like tenor, for the
         number of shares evidenced by such surrendered certificate or
         certificates less the number of shares converted. Such conversions
         shall be deemed to have been made at the close of business on the date
         of giving of such notice and of such surrender of the certificate or
         certificates representing the shares of the Series K Preferred to be
         converted so that the rights of the holder thereof shall cease except
         for the right to receive Common Stock of the Corporation in accordance
         herewith and any accumulated, accrued or unpaid dividends pursuant to
         paragraph [g] below, and the converting holder shall be treated for
   9
         all purposes as having become the record holder of such Common Stock of
         the Corporation at such time.

                  [f] The Series K Preferred shall convert to Common Stock of
         the Corporation pursuant to paragraph [b] of this Section 7
         automatically upon notice in writing to the stockholders, including all
         holders of the Series K Preferred, setting forth the date of such
         conversion and the material terms of the triggering public offering. As
         promptly as practicable after such notice, and in any event within five
         business days after the surrender of certificates for the Series K
         Preferred (if required by the Board of Directors), the Corporation
         shall deliver or cause to be delivered to each holder of Series K
         Preferred certificates representing the number of validly issued, fully
         paid and nonassessable shares of Common Stock of the Corporation to
         which such holder of the Series K Preferred so converted shall be
         entitled. Such conversion shall be deemed to have been made at the
         close of business on the date set forth in such notice of mandatory
         conversion so that the rights of the holder thereof shall cease with or
         without surrender of certificates for the Series K Preferred, except
         for the right to receive Common Stock of the Corporation in accordance
         herewith and any accumulated, accrued or unpaid dividends pursuant to
         paragraph [g] below, and the converting holder shall be treated for all
         purposes as having become the record holder of such Common Stock of the
         Corporation at such time.

                  [g] Upon conversion of any shares of the Series K Preferred
         pursuant to paragraph [a] or [b] of this Section 7, the holder thereof
         shall be entitled to receive any accumulated, accrued or unpaid
         dividends in respect of the shares so converted (whether or not
         declared or otherwise payable as of such date of conversion), including
         any dividends on such shares of the Series K Preferred declared prior
         to such conversion if such holder held such shares on the record date
         fixed for the determination of holders of the Series K Preferred
         entitled to receive payment of such dividend.

                  [h] The Corporation shall at all times reserve and keep
         available out of its authorized Common Stock the full number of shares
         of Common Stock of the Corporation issuable upon the conversion of all
         outstanding shares of the Series K Preferred.

                  [i] For purposes of this Section, "fair market value" shall be
         as determined by the Board of Directors in such manner as they shall
         deem appropriate in their discretion, unless the holder(s) of more than
         twenty-five percent (25%) of the outstanding shares of Preferred Stock
         of the Corporation demand in good faith and in writing that "fair
         market value" be determined by an appraiser, who shall be mutually
         acceptable to the Board of Directors and such holders, whose
         determination shall be binding and whose fees and expenses shall be
         paid by the Corporation.

         SECTION 8.  REDEMPTION.

                  [a] The Corporation may, at the election of its Board of
         Directors, at such time and under the conditions set forth in paragraph
         [b] immediately below, redeem the whole or part of the Series K
         Preferred as to which a Notice (defined below) has been received, at
         the Stated Value, plus an amount equal to all unpaid dividends thereon,
         including accrued dividends, whether or not declared, to the date of
         redemption. In case the Corporation shall elect to redeem less than all
         of the Series K Preferred, the Corporation shall select pro rata the
         shares to be so redeemed.
   10
                  [b] If the Corporation: (A) shall not have completed, on or
         before June 15, 2000, at least one of the following acquisitions: (1)
         the acquisition of radio stations WODZ-FM, WLZW-FM, WFRG-FM, WIBX-AM
         and WRUN-AM, licensed to Utica/Rome, New York, and WICZ-FM, WFRY-FM,
         WTNY-AM and WUZZ-AM, licensed to Watertown, New York, owned by Forever
         of NY, Inc. and its affiliates, substantially in accordance with the
         terms and conditions of an Asset Purchase Agreement, dated July 29,
         1999, or (2) the acquisition of radio stations KLAQ-FM, KSII-FM and
         KROD-AM, licensed to El Paso, Texas, owned by New Wave Broadcasting,
         L.P. substantially in accordance with the terms and conditions of an
         Asset Purchase Agreement, dated September 13, 1999; or (B) (1) on or
         before June 15, 2000, shall not have completed at least one of the
         following financings described under (B)(1)(a) or (B)(1)(b) below as
         follows: (a) the satisfaction (or waiver) of all of the conditions
         precedent for effectiveness and initial funding of at least $40,000,000
         of the $125,000,000 Senior Secured Reducing Revolver loan facility from
         Fleet National Bank, Fleet's assignees or any other senior secured
         lender in lieu of Fleet National Bank (hereinafter "Fleet"), pursuant
         to loan documents with terms materially no less favorable taken as a
         whole (except for terms allowed under (B)(2)(a) and (B)(2)(b) below
         without creating a right of redemption hereunder) to the Corporation
         than under the commitment letter from Fleet to the Corporation dated
         November 23, 1999 (the "Fleet Commitment"), which funding also
         satisfies the requirements to not create a right of redemption
         hereunder under (B)(2)(a) and (B)(2)(b) below; or (b) the borrowing of
         at least $40,000,000 under an alternative credit facility with terms
         materially no less favorable taken as a whole (except for terms allowed
         under (B)(2)(a) and (B)(2)(b) below without creating a right of
         redemption hereunder) to the Corporation than under the Fleet
         Commitment (hereinafter, an "Alternative Facility"); or (2) as of June
         15, 2000, in connection with the borrowing under (B)(1)(a) or (B)(1)(b)
         above, (a) shall not be permitted to have outstanding aggregate
         indebtedness under the Fleet loan documents or an Alternative Facility
         in an amount which is at least 6.5 times the trailing twelve month pro
         forma EBITDA (as defined in the Fleet Commitment) of the Corporation;
         or (b) shall be paying interest under the Fleet loan documents or an
         Alternative Facility on more than $10,000,000 of debt outstanding
         thereunder (other than a rate upon an event of default) at a rate,
         either as a flat rate per annum or as an Applicable Margin over the
         Adjusted Base Rate or Eurodollar Rate (both as defined in the Fleet
         Commitment), which is more than two percent (2%) per annum above any
         such Applicable Margin (or flat interest rate) in the Fleet Commitment
         (other than a rate upon an event of default); then upon written notice
         to the Corporation, from those holding at least twenty-five percent
         (25%) of the outstanding shares of Series K Preferred (a "Notice"),
         which Notice must be received by the Corporation by July 15, 2000, of
         their election to permit the Corporation to redeem all shares of Series
         K Preferred held by such holders, the Corporation shall then have the
         right of redemption in respect of such shares, exercisable at any time
         within sixty (60) days thereafter. Notwithstanding the foregoing,
         however, if the Corporation shall have raised in a public offering of
         equity securities of the Corporation, on or before June 15, 2000, at
         least $50,000,000 in gross proceeds at a price per share of at least
         $6.50 (subject to adjustment for stock splits, reverse stock splits or
         stock dividends accruing after December ____, 1999), the Corporation
         shall not have a right of redemption and the holders may not give such
         Notice of election.

                  [c] Notice of every such redemption shall be mailed, first
         class postage prepaid, within ten (10) days prior to the date fixed for
         redemption ("Redemption Date"), to each holder of record of the shares
         to be redeemed, at his or her address as the name appears on the record
         of stockholders; but neither failure to mail any such notice to one or
         more such holders nor any defect in any such notice shall affect the
         sufficiency of the proceedings for redemptions as to
   11
         other holders. Each such notice shall state the Redemption Date; the
         number of shares of Series K Preferred to be redeemed, and, if less
         than all the shares of Series K Preferred held by such holder are to be
         redeemed, the manner of selecting the shares to be redeemed; the place
         or places where such shares are to be surrendered for payment; that
         dividends on the shares to be redeemed will cease on such Redemption
         Date; and the effect of such redemption on the right of conversion.

                  [d] Notice having been mailed as aforesaid, from and after the
         Redemption Date, all dividends on the shares so called for redemption
         shall cease to accrue, said shares shall no longer be deemed to be
         outstanding, all rights of the holders thereof as stockholders of the
         Corporation (except the right to receive payment for the shares) shall
         cease, and, upon surrender in accordance with said notice of the
         certificates for any such shares (properly endorsed or assigned for
         transfer, if the Board of Directors shall so require), such shares
         shall be redeemed by the Corporation in accordance with this Section 8.
         In connection with the determination of the amount of dividends
         accruing with respect to any conversion in the period between a notice
         of redemption and the Redemption Date, on a date which is not a
         Quarterly Dividend Payment Date, the amount of any such dividends shall
         be prorated based upon the number of days which have elapsed since the
         immediately preceding Quarterly Dividend Payment Date (excluding such
         Quarterly Dividend Payment Date itself).

         SECTION 9.  REPORTS AS TO ADJUSTMENTS.

         Whenever the number of shares of Common Stock into which the shares of
the Series K Preferred are convertible is adjusted as provided in Section 7, the
Corporation will (A) promptly compute such adjustment and furnish to each
transfer agent for the Series K Preferred a certificate, signed by a principal
financial officer of the Corporation, setting forth the number of shares of
Common Stock into which each share of the Series K Preferred is convertible as a
result of such adjustment, a brief statement of the facts requiring such
adjustment and the computation thereof and when such adjustment will become
effective and (B) promptly mail to the holders of record of the outstanding
shares of the Series K Preferred a notice stating that the number of shares into
which the shares of Series K Preferred are convertible has been adjusted and
setting forth the new number of shares into which each share of the Series K
Preferred is convertible as a result of such adjustment and when such adjustment
will become effective. Notwithstanding the foregoing, the Corporation shall
incur no liability for its failure to take any action set forth in this Section
8, nor shall such failure affect the validity, rights or preferences of any
shares of the Series K Preferred.

         SECTION 10.  RANKING.

         The Series K Preferred shall rank senior to the Common Stock and any
other series of Preferred Stock of the Corporation hereafter created (except for
the Series B Preferred, which shall rank senior to the Series K Preferred, and
except for the Series A Preferred, the Series C Preferred, the Series D
Preferred, the Series E Preferred, the Series F Preferred, the Series G
Preferred, the Series H Preferred and any other series of Preferred Stock which
the Board of Directors shall establish and designate to rank equal therewith
pursuant to Subpart C of Article Fourth of the Company's Certificate of
Incorporation, with which it shall rank equal), as to the payment of dividends
and the distribution of assets and rights upon liquidation, dissolution or
winding up of the Corporation.
   12
         SECTION 11.  DIRECTORSHIP.

         The holders of the Series K Preferred, as a class, shall be entitled to
be represented on the Board of Directors by one Director (the "Series K
Director") who, upon nomination by such holders, as a class, will stand for
election by voting by the holders of the Preferred Stock entitled to vote for
the election of directors (subject to limitations in Article Fourth of the
Certificate of Incorporation or established by the Board of Directors pursuant
to Section C of Article Fourth of the Certificate of Incorporation) and holders
of Common Stock together, except under circumstances where the number of
individuals nominated for election exceeds the number of Directors to be
elected. In the event the number of individuals nominated for election exceeds
the number of Directors to be elected, then the holders of the Series K
Preferred shall have the sole right to vote for, elect and remove the individual
nominated by them, as a class, to serve as the Series K Director, and in such
event the further right to vote for, elect or remove any of the other Directors
who are not to be elected solely by the holders of another class or series of
Preferred Stock. The Series K Director, upon being elected, will serve for the
same term and have the same voting powers as other Directors. The right to elect
the Series K Director pursuant to the terms hereof shall be exercisable by the
holders of a majority of the Series K Preferred at their option upon at least 60
days notice to the Corporation; provided, however, if the Corporation is subject
to the reporting requirements of the Securities Exchange Act of 1934, such
notice must be provided on or before the date established by the Corporation for
the submission of proposals pursuant to the proxy rules promulgated under the
Securities Exchange Act of 1934. The Series K Director shall serve as a member
of the Acquisitions Committee of the Board of Directors (or any other Committee
of the Board performing such functions).

EX-3.H

   1
                                                                    EXHIBIT 3(h)


              AMENDMENTS TO BY-LAWS OF REGENT COMMUNICATIONS, INC.
                            ADOPTED DECEMBER 13, 1999

                              --------------------

         WHEREAS, Article Eighth of the Amended and Restated Certificate of
Incorporation and Article VIII of the by-laws of the Company provide that the
by-laws of the Company may be amended by the Board of Directors; and


         WHEREAS, Section 141(b) of the Delaware General Corporate Law provides
that the vote of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the board unless the certificate or the
by-laws shall require a vote of a greater number; and


         WHEREAS, the Board of Directors desires to amend the by-laws to provide
for the designation of an Executive Committee and to provide that the vote of a
greater number of directors is required in certain instances with respect to the
affairs of that Executive Committee.


         NOW, THEREFORE, BE IT RESOLVED, that Article II, Section 9 of the
by-laws is hereby amended in its entirety to read as follows:


                  "SECTION 9. CONDUCT OF BUSINESS AT A MEETING OF THE BOARD. At
          any meeting of the Board of Directors, business shall be transacted in
          such order and manner as the Board may from time to time determine,
          and all matters shall be determined by the vote of a majority of the
          directors present, except as otherwise required by law and except
          according to the vote of a greater number as may be required pursuant
          to Article III, Section 1 hereof with respect to the Executive
          Committee. The act of a majority of directors present at a meeting at
          which a quorum is present shall be the act of the Board of Directors
          unless the act of a greater number is required by law and except
          according to the vote of a greater number as may be required pursuant
          to Article III, Section 1 hereof with respect to the Executive
          Committee."


   2


         BE IT FURTHER RESOLVED that Article III of the by-laws is hereby
amended in its entirety to read as follows:

                                  "ARTICLE III
                                  ------------

                      COMMITTEES OF THE BOARD OF DIRECTORS
                      ------------------------------------

         SECTION 1.  EXECUTIVE COMMITTEE.

                  (a) There shall be established an Executive Committee of the
          Board of Directors composed of five non-management Directors elected
          by the Board of Directors. The establishment of this Executive
          Committee and the authority delegated to it hereunder shall be
          effective upon the earliest closing by the Company after the date
          hereof of an underwritten public offering of Common Stock of the
          Company (i) at a per share price of at least $6.50 (equitably adjusted
          for any stock splits, reverse stock splits or stock dividends accruing
          after the date hereof) and generating not less than $50,000,000 of
          gross proceeds payable to the Company, if such public offering occurs
          prior to June 15, 2000, and (ii) at a per share price of at least
          $12.00 (equitably adjusted for any stock splits, reverse stock splits
          or stock dividends accruing after the date hereof) and generating not
          less than $25,000,000 of gross proceeds payable to the Company
          (excluding the effect of any over-allotment option) if such public
          offering occurs on or after June 15, 2000. Those elected to serve are
          Kenneth J. Hanau, William H. Ingram, Richard H. Patterson, William P.
          Sutter, and John H. Wyant. Each member of the Executive Committee
          shall hold office until his death or resignation, or until he shall
          cease to be a Director.

                  (b) The Executive Committee shall have the power and authority
          of the Board of Directors, in accordance with applicable Delaware law,
          to review and make recommendations to the Board of Directors
          regarding:

                           (i) the purchase or lease by the Company or any
                  subsidiary thereof of any business or assets, other than the
                  purchase or lease of assets in the ordinary course of business
                  (a purchase or lease of any radio broadcasting station or
                  Federal Communications Commission license not being a purchase
                  or lease in the ordinary course), or the execution of any
                  agreement providing for the purchase, lease, construction or
                  management of or in respect of radio broadcasting stations
                  (including time brokerage agreements and local marketing
                  agreements and the like);

                           (ii) the sale of any assets (other than substantially
                  all) of the Company or any subsidiary thereof, or the
                  execution of any agreement in respect thereof (other than the
                  sale of advertising

   3

                  time and excess or obsolete furniture, fixtures or equipment
                  in the ordinary course of business);

                           (iii) the issuance or sale of any equity or debt
                  securities of the Company or any subsidiary thereof or any
                  rights to acquire any of such equity or debt securities
                  (including options and warrants) or the issuance or sale of
                  stock appreciation or other "phantom" stock rights, other than
                  Permitted Issuances (as defined below), or the execution of
                  any agreements in respect thereof;

                           (iv) the incurrence or assumption of any Indebtedness
                  (as defined below) by the Company or any subsidiary thereof,
                  other than Permitted Indebtedness (as defined below); and

                           (v) any amendment or modification of Article III,
                  Section 1, of these by-laws or any other by-law amendments to
                  the extent they relate to the Executive Committee or its power
                  or authority.

                  All matters of the nature described above shall, before any
                  action may be taken thereon by the Board of Directors, first
                  be delegated to the Executive Committee by the Chairman of the
                  Board or President for review and recommendation to the Board
                  of Directors.

                  For purposes of this Section, the following definitions shall
                  apply:

                  "Indebtedness" means the principal of, premium, if any, and
                  unpaid interest on: (a) indebtedness for money borrowed from
                  others; (b) indebtedness guaranteed, directly or indirectly,
                  in any manner by the Company, or in effect guaranteed,
                  directly or indirectly, in any manner by the Company through
                  an agreement, contingent or otherwise, to supply funds to, or
                  in any other manner invest in, the debtor, or to purchase
                  indebtedness, or to purchase and pay for property if not
                  delivered or pay for services if not performed, primarily for
                  the purpose of enabling the debtor to make payment of the
                  indebtedness or to assure the owners of the indebtedness
                  against loss; (c) all indebtedness secured by any mortgage,
                  lien, pledge, charge or other encumbrance upon property owned
                  by the Company, even though the Company has not in any manner
                  become liable for the payment of such indebtedness; (d) all
                  indebtedness of the Company created or arising under any
                  conditional sale, lease (intended primarily as a financing
                  device) or title retention or security agreement with respect
                  to property acquired by the Company even though the rights and
                  remedies of the seller, lessor or lender under such agreement
                  or lease in the event of default may be limited to
                  repossession or sale of such

   4

                  property, and (e) renewals, extensions and refunding of any
                  such indebtedness.

                  "Permitted Indebtedness" means (i) Indebtedness of the Company
                  outstanding as of the date the establishment of the Executive
                  Committee becomes effective; and (ii) Indebtedness to the
                  extent permitted under the Company's senior credit facility in
                  effect as of the date the establishment of the Executive
                  Committee becomes effective.

                  "Permitted Issuances" means any of the following: (i) the
                  issuance of shares of Common Stock on the conversion of any
                  shares of convertible securities of the Company outstanding as
                  of the date the establishment of the Executive Committee
                  becomes effective; (ii) the issuance of shares of Common Stock
                  upon the exercise of outstanding options or warrants to
                  purchase Common Stock or Preferred Stock of the Company; and
                  (iii) the grant and/or exercise of options under the Company's
                  1998 Management Stock Option Plan or other stock option plan
                  of the Company duly authorized in accordance with these
                  by-laws.

                  (c) Anything to the contrary notwithstanding, the Executive
          Committee shall not have the power to amend, alter or repeal any
          resolution of the Board of Directors relating to a matter that has
          been previously referred to the Executive Committee in accordance with
          this resolution that has been adopted by the affirmative vote of
          two-thirds of the total number of Directors or that shall not be
          within the scope of the matters specified in Section 1(b) as subject
          to review by the Executive Committee.

                  (d) In the event the Executive Committee votes to recommend
          any action to the Board of Directors, the Board of Directors may
          approve or reject such action by a vote of a majority of the voting
          Directors (assuming that a quorum is present). In the event the
          Executive Committee votes not to recommend any such action or within
          10 business days after the matter has been referred to it in writing
          by the Chairman of the Board or the President, fails to provide any
          recommendation, or if the Board of Directors has determined to act on
          any matter described herein to be delegated to the Executive Committee
          without first seeking the recommendation of the Executive Committee
          with respect thereto, the Board of Directors may approve such action
          or matter by, and only by, the affirmative vote of two-thirds of the
          total number of Directors with respect to matters described in Section
          1(b)(i)-(iv) and by the affirmative vote of three-fourths of the total
          number of Directors with respect to matters described in Section
          1(b)(v) above.

                  (e) The Executive Committee shall meet from time to time as
          may be necessary on notice from the Chairman of the Board, the

   5


          President or any member of the Executive Committee. The Executive
          Committee may fix its own rules of procedure, including provision for
          notice of its meetings. It shall maintain custody of all data
          furnished to, and all rules of, the Committee, shall keep a record of
          its proceedings and shall report these proceedings to the Board of
          Directors at the meeting thereof held next after they have been taken,
          and all such rules of procedure shall be subject to revision or
          alteration by a three-fourths vote of the total number of Directors.

                  (f) Vacancies on the Executive Committee shall be filled by
          appointment by the Board of Directors.

                  (g) Compensation for attendance at Executive Meetings shall be
          as determined from time to time by the Board of Directors.

                  (h) The existence of the Executive Committee and the
          provisions regarding its rights and duties contained herein shall
          terminate on the earlier of the third anniversary of its establishment
          or on the affirmative vote of three-fourths of the total number of
          Directors. Further, neither the power or authority of the Executive
          Committee, nor the manner in which the Executive Committee shall act
          in respect of matters to be delegated to it, nor the provisions of
          this Article III in respect of the Executive Committee shall be
          amended or modified by the Board of Directors without the prior
          approval of the Executive Committee unless approved by the vote of
          three-fourths of the total number of Directors.

                  SECTION 2. OTHER COMMITTEES. The Board of Directors, by the
          vote of a majority of the whole Board, may from time to time designate
          one or more committees of the board in addition to the Executive
          Committee established under Section 1 above, with such lawfully
          delegable powers and duties as it thereby confers, to serve at the
          pleasure, direction and control of the Board. The resolution
          establishing each such other committee shall specify a designation by
          which it shall be known, fix its powers and authority, and elect a
          director or directors to serve as its member or members, designating,
          if the Board desires, other directors as alternate committee members
          who may replace any absent or disqualified member at any meeting of
          such committee. An act or authorization of an act by any such
          committee within the authority lawfully delegated to it by the
          resolution establishing it shall be as effective for all purposes as
          the act or authorization of the Board of Directors. No such committee
          shall abrogate any of the powers or authority specifically given to
          the Executive Committee in Section 1 of this Article III.

                  SECTION 3. CONDUCT OF BUSINESS AT COMMITTEE MEETINGS. Each
          committee may determine the procedural rules for meeting and
          conducting its business and shall act in accordance therewith, except
          as otherwise provided by law. Adequate provision shall be made for
          notice

   6

          to members of all meetings. One-third (1/3) of the members shall
          constitute a quorum. All matters shall be determined by a majority
          vote of the members present, except that a recommendation by the
          Executive Committee that the Board of Directors approve or reject any
          action shall be made by the majority vote of the total members of the
          Executive Committee. Action may be taken by any committee without a
          meeting if all members thereof consent thereto in writing, and the
          writing or writings are filed with the minutes of the proceedings of
          such committee."

         BE IT FURTHER RESOLVED, that there is hereby established an Executive
Committee of this Board of Directors, consisting of Kenneth J. Hanau, William H.
Ingram, Richard H. Patterson, William P. Sutter, and John H. Wyant, which
Committee will become effective, and will have such power, authority and
duration, as provided in Sections 1 and 3 of Article III of the Company by-laws.

EX-4.HH

   1
                                                                   Exhibit 4(hh)

                                SECOND AMENDMENT
                                       TO
                         REGISTRATION RIGHTS AGREEMENT

     THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("this Amendment")
is dated effective as of December 13, 1999, by and among Regent Communications,
Inc. (the "Company") and the undersigned stockholders (the "Stockholders").

                                  WITNESSETH:

     THAT, WHEREAS, the Company and the Stockholders are parties to a certain
Registration Rights Agreement dated as of June 15, 1998, as amended (the
"Agreement") under which the Stockholders have been granted certain
registration rights; and

     WHEREAS, on the effective date hereof, Mesirow Capital Partners VII, PNC
Bank, N.A., Custodian, Blue Chip Capital Fund III Limited Partnership, The
Prudential Insurance Company of America and certain other investors who are
already parties to the Agreement (collectively, the "Series K Purchasers")
(Mesirow Capital Partners VII, PNC Bank, N.A., Custodian and Blue Chip Capital
Fund III Limited Partnership collectively referred to as the "New Series K
Purchasers") purchased shares of the Company's Series K Convertible Preferred
Stock, par value $.01 per share; and

     WHEREAS,it is in the best interests of the Company and the Stockholders
that the Series K Purchasers purchase such shares; and

     WHEREAS, as an inducement to the Series K Purchasers to purchase such
shares, the Company and the Stockholders are willing to cause the Agreement to
be amended in certain respects including, without limitation, to add the New
Series K Purchasers as parties to the Agreement.

     NOW, THEREFORE, it is hereby agreed as follows:

     1.   AMENDMENTS.

          (a)  The Agreement is hereby amended to add the New Series K
Purchasers as parties thereto.

          (b)  Paragraph 2(a) of the Agreement is hereby amended to substitute
the word "or" for the word "and" therein so that hereafter it shall read in its
entirety as follows:

          "At any time, Waller-Sutton or, after July 1, 2000, Waller-Sutton or
          the holders of at least 10% of the outstanding Common Stock (computed
          on an "as-converted" and fully diluted basis) shall have the right to
          request that Regent register all or part of its Registrable Securities
          under the Securities Act of 1933, as amended (the "Securities Act")."

          (c)  Paragraph 2(g) of the Agreement is hereby amended and restated
in its entirety to read as follows:

          "(g) In addition to the right to request registration pursuant to
          Section 2(a), if the Company is eligible to register securities with
          the
   2
     SEC on behalf of selling Stockholders on Form S-3, or a similar "short
     form" registration statement, then (i) at any time Waller-Sutton or, after
     the first anniversary of a Qualified Public Offering, Waller-Sutton or the
     holders of at least 10% of the outstanding Common Stock (computed on an
     "as-converted" and fully-diluted basis), will be entitled to request an
     unlimited number of such "short form" registrations (which may constitute a
     shelf registration pursuant to Rule 415 under the Securities Act) for which
     the Company will pay all Registration Expenses and (ii) after the first
     anniversary of a Qualified Public Offering, Prudential and Mesirow, acting
     together, will be entitled to request one non-underwritten "short form"
     registration (which may constitute a shelf registration pursuant to Rule
     415 under the Securities Act) for which the Company will pay all
     Registration Expenses. All Stockholders shall be entitled to participate in
     such "short form" registrations in the same manner as provided in Section
     2(a)."

     (d)  A new section 2(j) is hereby added to the Agreement, which shall read
in its entirety as follows:

     "Registrations made pursuant to this Section 2 shall be made using "short
     form" registration statements whenever Regent is permitted to use such
     applicable form and Waller-Sutton or such other holders as are entitled to
     request registration pursuant to this Section 2(a) request or consent to
     the use of such form. Notwithstanding the provisions of Section 4(a)(ii),
     the Company shall not be required to keep any registration statement filed
     pursuant to Section 2(g)(ii) effective for a period of more than 90 days."

     (e)  Paragraph 10(c) of the Agreement is hereby amended and restated in
its entirety to read as follows:

     "(c) In the event the Registrable Securities of Waller-Sutton initially
     sought to be included on a Registration Statement (prior to the operation
     or application of any "cut-back" provisions set forth herein) do not
     represent more than 20% of Waller-Sutton's Registrable Securities or in the
     event the Registrable Securities of Waller-Sutton are not included on a
     registration statement filed pursuant to Section 2 or 3 hereof, the term
     "Waller-Sutton," as used in Sections 2(b), 2(f), 2(i) (only in the proviso
     therein), 4(a)(iv), 4(f) and 7(c) in respect of such registration
     statement, shall refer to the holders of a majority of the Registrable
     Securities being included on such registration statement."

     (f)  The first sentence of Paragraph 5 of the Agreement is hereby amended
by substituting for the phrase "Waller-Sutton," in the third line thereof, the
phrase "Investors Committee or Executive Committee, each as defined under the
Second Amended and Restated Stockholders Agreement, as amended, among
Waller-Sutton and the other Stockholders which are parties thereto (the
"Stockholders Agreement"), or following any termination of the Executive
Committee, the Corporation's Board of Directors."
   3
          (g)  The definition of "Qualified Public Offering" in Paragraph 11 of
the Agreement is hereby amended and restated in its entirety to read as follows:

          "Qualified Public Offering" shall have the meaning ascribed to it
          in the Stockholders Agreement.''

          (h)  The first sentence of Paragraph 12 of the Agreement is hereby
deleted in its entirety and the following substituted therefor:

          "Except as otherwise provided herein, no modification, amendment
          or waiver of any provision of this Agreement shall be effective
          against the parties to this Agreement unless approved in writing
          by the Investors Committee or Executive Committee (each as
          defined under the Second Amended and Restated Stockholders
          Agreement, as amended, among Waller-Sutton and the other
          Stockholders which are parties thereto), if either exists and,
          in any event, the Stockholders who are the holders of at least
          51% of the Stock held by the Stockholders."

     2.   AGREEMENT TO BE BOUND. Each of the Series K Purchasers, by its
execution hereof, agrees to be bound by all of the provisions of the Agreement.

     3.   TERMS OF AGREEMENT UNAFFECTED. Except as specifically amended hereby,
the terms, conditions and provisions of the Agreement remain in full force and
effect.

     4.   COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

   4
     IN WITNESS WHEREOF, the signatories below have caused this Amendment to be
executed and delivered effective as of the date first above written.

REGENT COMMUNICATIONS, INC.                     WALLER-SUTTON MEDIA PARTNERS,
                                                  L.P.

By: /s/ Terry S. Jacobs                         By: Waller-Sutton Media, L.L.C.,
    ---------------------------                      ---------------------------

Its: /s/ Chairman and CEO                       Its: William H. Ingram, Chairman
     --------------------------                      ---------------------------


/s/ Terry S. Jacobs
- -------------------------------
TERRY S. JACOBS                                 BLUE CHIP CAPITAL FUND II
                                                  LIMITED PARTNERSHIP

/s/ William L. Stakelin                         By: Blue Chip Venture Company,
- -------------------------------                     Ltd., its General Partner
WILLIAM L. STAKELIN

BLUE CHIP CAPITAL FUND III                      By: /s/ John H. Wyant
LIMITED PARTNERSHIP                                 ---------------------------

                                                Its: Manager
                                                     --------------------------
By: Blue Chip Venture Company,
    Ltd., its General Partner

By: /s/ John H. Wyant                           PNC BANK, N.A., AS TRUSTEE
    ---------------------------

Its: Manager                                    By: /s/ Eugenia A. Kelly
     --------------------------                     ---------------------------

                                                Its: Vice President
                                                     --------------------------

MIAMI VALLEY VENTURE FUND, L.P.                 RIVER CITIES CAPITAL FUND
                                                LIMITED PARTNERSHIP
By: Blue Chip Venture Company of Dayton,
    Ltd., its Special Limited Partner                 By: Mayson, Inc.
                                                          its General Partner
By: /s/ John H. Wyant                                 By: /s/ R. Glen Mayfield
    ---------------------------                           ---------------------
    John H. Wyant, Manager                                R. Glen Mayfield, Vice
                                                            President

PNC BANK, N.A., CUSTODIAN                       MESIROW CAPITAL PARTNERS VII

By: /s/ Eugenia A. Kelly                        By: Mesirow Financial Services,
    ---------------------------                     Inc., its General Partner

Its: Vice President                               By: /s/ William P. Sutter, Jr.
     --------------------------                       --------------------------
                                                      William P. Sutter, Jr.,
                                                      Vice President
   5
WPG CORPORATE DEVELOPMENT                       THE ROMAN ARCH FUND L.P.
 ASSOCIATES V, L.L.C.

By: /s/ Kenneth J. Hanau                        By: /s/ Robert Willard
   ----------------------------                    ----------------------------

Its: President                                  Its: Executive Vice President
   ----------------------------                     ---------------------------


WPG CORPORATE DEVELOPMENT                       THE ROMAN ARCH FUND II L.P.
 ASSOCIATES V, (OVERSEAS), L.P.

By: /s/ Kenneth J. Hanau                        By: /s/ Robert Willard
   ----------------------------                     ---------------------------

Its: President                                  Its: Executive Vice President
    ---------------------------                      --------------------------


GENERAL ELECTRIC CAPITAL                        BMO FINANCIAL, INC.
 CORPORATION

By: /s/ Kenneth M. Gacevich                     By:
   ----------------------------                    -----------------------------

Its: Duly Authorized Signatory                  Its:
    ---------------------------                     ----------------------------


                                                THE PRUDENTIAL INSURANCE
                                                  COMPANY OF AMERICA

/s/ William H. Ingram                           By: /s/ William Ogden
- -------------------------------                    -----------------------------
WILLIAM H. INGRAM

                                                Its: Vice President
- -------------------------------                     ----------------------------
THOMAS P. GAMMON

EX-4.II

   1
                                                                   Exhibit 4(ii)


                          REGENT COMMUNICATIONS, INC.

                           THIRD AMENDED AND RESTATED
                             STOCKHOLDERS' AGREEMENT


         THIS THIRD AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (this
"Agreement"), is made and entered into as of December 13, 1999 by and among
REGENT COMMUNICATIONS, INC., a Delaware corporation (the "Company"), TERRY S.
JACOBS ("Jacobs"), WILLIAM L. STAKELIN ("Stakelin"), PNC BANK, N.A., a national
banking association, as trustee ("PNC"), WALLER-SUTTON MEDIA PARTNERS, L.P., a
Delaware limited partnership ("Waller-Sutton"), WILLIAM H. INGRAM ("Ingram"),
WPG CORPORATE DEVELOPMENT ASSOCIATES V, L.P., a Delaware limited partnership,
and WPG CORPORATE DEVELOPMENT ASSOCIATES V (OVERSEAS), L.P., a Delaware limited
partnership (collectively, "WP&G"), RIVER CITIES CAPITAL FUND LIMITED
PARTNERSHIP, a Delaware limited partnership ("River Cities"), BMO FINANCIAL,
INC., a Delaware corporation ('"BMO"), GENERAL ELECTRIC CAPITAL CORPORATION, a
New York corporation ("GE Capital"), JOEL M. FAIRMAN ("Fairman"), MIAMI VALLEY
VENTURE FUND L.P., an Ohio limited partnership ("Miami Valley"), BLUE CHIP
CAPITAL FUND II LIMITED PARTNERSHIP, an Ohio limited partnership ("Blue Chip
II"), THE ROMAN ARCH FUND L.P., a Delaware limited partnership, and THE ROMAN
ARCH FUND II L.P., a Delaware limited partnership (collectively, "The Roman Arch
Funds"), MESIROW CAPITAL PARTNERS VII, an Illinois limited partnership
("Mesirow"), PNC BANK, N.A., CUSTODIAN, a national banking association ("PNC
Custodian"), BLUE CHIP CAPITAL FUND III LIMITED PARTNERSHIP, an Ohio limited
partnership ("Blue Chip III"), and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
a New Jersey mutual life insurance company ("Prudential"), and.

                              W I T N E S S E T H:

                  WHEREAS, the Company, Jacobs, Stakelin, PNC, Waller-Sutton,
Ingram, WP&G, River Cities, BMO, Fairman, Miami Valley, Blue Chip II and GE
Capital, are parties to a Second Amended and Restated Stockholders' Agreement,
dated as of June 15, 1998 (the "Second Amended Stockholders' Agreement"),
relating to the respective rights and obligations of such stockholders to each
other in respect of the Company and the shares of capital stock of the Company
held by them;

         WHEREAS, the Second Amended Stockholders' Agreement has heretofore been
amended, pursuant to that certain Amendment dated as of January 11, 1999, that
certain Second Amendment dated as of June 21, 1999, and that certain Third
Amendment dated as of August 31, 1999, which added The Roman Arch Funds as
parties thereto;

         WHEREAS, the Company has entered into separate Stock Purchase
Agreements, dated as of November 24, 1999 (collectively, the "Series K Stock
Purchase Agreements"), with Mesirow, PNC Custodian, Blue Chip III, Prudential,
and certain other parties (collectively, the "Series K
   2
Purchasers"), pursuant to which the Series K Purchasers have agreed to purchase
shares of the Company's Series K Convertible Preferred Stock;

         WHEREAS, Subsection 8(f) of the Series K Stock Purchase Agreements
requires, as a condition to closing, that certain amendments be made to the
Second Amended Stockholders' Agreement;

         WHEREAS, the Company and the Stockholders deem it desirable to enter
into this amended and restated agreement in order to effect the amendments set
forth in said section 8(f) and to set forth in a single instrument the terms of
the Second Amended Stockholders' Agreement as heretofore amended and to be so
amended, to add certain additional parties thereto and to set forth certain
agreements among themselves granting certain rights and imposing certain
restrictions on themselves, the Company and the shares of capital stock in the
Company now or at any time held by the Stockholders or issuable to the
Stockholders upon the exercise of any options or warrants now or at any time
held by the Stockholders (collectively, the "Shares").

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree that the Second Amended Stockholders' Agreement, as amended, is hereby
amended and restated in its entirety as follows:

         1.       Definitions. As used in this Agreement:

         "Additional Put Notice" as defined in Section 8(b).

         "Additional Put Stockholder" as defined in Section 8(b).

         "Affiliate" as applied to any Person means any other Person directly or
indirectly controlling, controlled by, or under common control with, that
Person. The term "control" (including, with correlative meanings, the terms
"controlling," "controlled by" and "under common control with"), as applied to
any Person, means the possession, directly or indirectly, of the power to vote
10% or more of the Voting Stock (or in the case of a Person which is not a
corporation, 10% or more of the ownership interest, beneficial or otherwise) of
such Person or otherwise to direct or cause the direction of the management and
policies of that Person, whether through the ownership of Voting Stock or other
ownership interest, by contract or otherwise.

         "Agreed Value" means such amount as shall be agreed to by the Required
Stockholders and the Company as the total fair market value of the Company,
valued as a going-concern; provided, however, that such agreement by the Company
to the amount determined as Agreed Value must be approved by a majority of the
directors of the Company who are not nominated by Waller-Sutton or any
Additional Put Stockholder.


                                      -2-
   3
         "Amended and Restated Charter" shall mean the amended and restated
certificate of incorporation of the Company, as in effect on the date hereof or
as hereinafter further amended in accordance with the provisions hereof and
thereof.

         "Beneficially Own" or "Beneficial Ownership" shall, as to any Person,
be determined or computed in the manner provided under Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended, but on a fully-diluted
and as converted basis.

         "Change of Control" means the appointment of any person other than
Jacobs or Stakelin as President, Chief Executive Officer or Chief Operating
Officer of the Company or the acquisition by any Person or related group of
Persons of direct or indirect beneficial ownership of more than 35% of the
outstanding Voting Stock.

         "Closing Date" means the date hereof.

         "Common Stock" means the common stock of the Company, $.01 par value.

         "Common Stock Value" as defined in Section 8(d)(i)(3) below.

         "Eligible Put Shares" means any Shares other than (i) Series C
Preferred Stock, (ii) Common Stock (other than (1) Common Stock issued to
Waller-Sutton upon conversion of Series C Preferred Stock, (2) Common Stock
issued on exercise of the GE Warrant or (3) Common Stock issued on exercise of
the Series F Warrants, which exercise occurs after the date the Triggering Put
Notice is given and provided that the Warrants so exercised were included among
the Put Shares), (iii) warrants or options other than the Series F Warrants,
(iv) the Company's 7% Series E Convertible Preferred Stock, $.01 par value, and
(v) any series of preferred stock first created by the Board of Directors after
June 15, 1998, other than the Company's 10% Series G Convertible Preferred
Stock, $.01 par value, the Company's 10% Series H Convertible Preferred Stock,
$.01 par value and the Company's 10% Series K Convertible Preferred Stock, $.01
par value.

         "Exempt Transfer" as defined in Section 9 below.

         "Existing Loan Agreement" shall mean the Credit Agreement, dated as of
November 14, 1997, among the Company, the lenders listed therein, GE Capital as
Documentation Agent, and Bank of Montreal, Chicago Branch, as Agent, as amended
through the date hereof.

         "Indebtedness" of any Person shall mean the principal of, premium, if
any, and unpaid interest on: (a) indebtedness for money borrowed from others;
(b) indebtedness guaranteed, directly or indirectly, in any manner by such
Person, or in effect guaranteed, directly or indirectly, in any manner by such
Person through an agreement, contingent or otherwise, to supply funds to, or in
any other manner invest in, the debtor, or to purchase indebtedness, or to
purchase and pay for property if not delivered or pay for services if not
performed, primarily for the purpose of enabling the debtor to make payment of
the indebtedness or to assure the owners of the indebtedness against loss; (c)


                                      -3-
   4
all indebtedness secured by any mortgage, lien, pledge, charge or other
encumbrance upon property owned by such Person, even though such Person has not
in any manner become liable for the payment of such indebtedness; (d) all
indebtedness of such Person created or arising under any conditional sale, lease
(intended primarily as a financing device) or other title retention or security
agreement with respect to property acquired by such Person even though the
rights and remedies of the seller, lessor or lender under such agreement or
lease in the event of default may be limited to repossession or sale of such
property; and (e) renewals, extensions and refundings of any such indebtedness.

         "Immediate Family" means, as to any individual, (i) such individual's
spouse, children, parents or siblings, and (ii) the respective executors,
administrators, conservators, guardians or custodians during the minority of
such persons.

         "Investors Committee" is defined in Subsection 6(a).

         "Jacobs Employment Period" means the "Employment Period," as defined in
that certain Executive Employment Agreement, effective as of March 1, 1998,
between the Company and Jacobs as in effect on the Closing Date or thereafter
amended with the consent of the Investors Committee or, after the consummation
of a Qualified Public Offering, as provided in Section 30 of this Agreement.

         "Management Stockholder" means either or both of Jacobs and Stakelin
and any Transferee of either of them, other than pursuant to an Exempt Transfer
of the type referred to in clauses (iii) and (iv) of the definition thereof.

         "Maximum Number" means, in the case of each of Jacobs and Stakelin,
733,333 (subject to adjustment in the case of stock splits, stock dividends,
reverse stock splits and the like occurring from and after the Closing Date).

         "Permitted Indebtedness" means (i) Indebtedness incurred by the Company
under the Existing Loan Agreement in accordance with (and without giving effect
to any material waiver or modification of), the terms thereof, and (ii)
Indebtedness to the extent permitted under the Existing Loan Agreement (without
giving effect to any material waiver or modification thereof).

         "Permitted Issuances" means any of the following: (i) the issuance of
shares of Common Stock on the conversion of any shares of Preferred Stock or any
other shares of convertible securities of the Company which are outstanding as
of the date hereof or the issuance of which is approved by the Investors
Committee or, after a Qualified Public Offering, as provided in Section 30 of
this Agreement; (ii) the issuance of shares of Common Stock or Preferred Stock
upon the exercise of currently outstanding options or warrants to purchase
Common Stock or Preferred Stock, or upon the exercise of options or warrants
which are issued after the date hereof with the approval of the Investors
Committee or, after a Qualified Public Offering, as provided in Section 30 of
this Agreement; and (iii) the grant and/or exercise of options under the
Company's 1998 Management


                                      -4-
   5
Stock Option Plan (provided that the number of shares of Common Stock issued or
issuable to either Stakelin or Jacobs in respect of all options granted under
the Company's 1998 Management Stock Option Plan shall not exceed the Maximum
Number).

         "Person" means a natural person, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization or a governmental entity or any department, agency or political
subdivision thereof.

         "Preferred Stock" means any or all of the Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock,
Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, or
Series K Preferred Stock.

         "Put Closing" as defined in Section 8(a).

         "Put Shares" as defined in Section 8(c).

         "Qualified Financing" as defined in Section 8(g)(ii) below.

         "Qualified Public Offering" means an underwritten public offering of
Common Stock of the Company (i) at a per share price of at least $6.50
(equitably adjusted for any stock splits, reverse stock splits or stock
dividends occurring after the date hereof ) and generating not less than
$50,000,000 of gross proceeds payable to the Company, provided such Qualified
Public Offering shall occur prior to June 15, 2000, and (ii) if it occurs on or
after such date, at a price per share of $12.00 (equitably adjusted for any
stock splits, reverse stock splits or stock dividends occurring after the date
hereof), and generating not less than $25,000,000 of gross proceeds payable to
the Company (excluding the effect of any over-allotment option).

         "Redemption and Warrant Agreement" means that certain Amended and
Restated Redemption and Warrant Agreement, dated as of March 31, 1998, among the
Company, Blue Chip II, Miami Valley and Faircom.

         "Required Stockholders" means Waller-Sutton and such other Stockholders
as shall (together with Waller-Sutton) Beneficially Own more than 50% of the Put
Shares (other than Put Shares Beneficially Owned by the Management
Stockholders).

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Series A Director" means the one director entitled to be nominated to
serve by the holders of Series A Preferred Stock, voting separately as a class,
pursuant to the provisions Article FOURTH, Paragraph D, Section 11, of the
Amended and Restated Charter.

         "Series A Preferred Stock" means the Company's 7% Series A Convertible
Preferred Stock, $.01 par value, together with all shares of Common Stock issued
upon conversion of such shares.


                                      -5-
   6
         "Series B Preferred Stock" means the Company's 7% Series B Senior
Convertible Preferred Stock, $.01 par value, together with all shares of Common
Stock issued upon conversion of such shares.

         "Series B Preferred Stock Purchase Agreement" as defined in the
recitals hereto.

         "Series C Director" means the one director entitled to be nominated to
serve by the holders of Series C Preferred Stock, voting separately as a class,
pursuant to the provisions of Article FOURTH, Paragraph F, Section 11, of the
Amended and Restated Charter.

         "Series C Preferred Stock" means the Company's 7% Series C Convertible
Preferred Stock, $.01 par value, together with all shares of Common Stock issued
upon conversion of such shares.

         "Series D Preferred Stock" means the Company's 7% Series D Convertible
Preferred Stock, $.01 par value, together with all shares of Common Stock issued
upon conversion of such shares.

         "Series F Directors" means the two directors entitled to be nominated
to serve by the holders of Series F Preferred Stock, voting separately as a
class, pursuant to the provisions of Article FOURTH, Paragraph I, Section 10, of
the Amended and Restated Charter.

         "Series F Preferred Stock" means the Company's 10% Series F Convertible
Preferred Stock, $.01 par value, together with all shares of Common Stock issued
upon conversion of such shares.

         "Series F Preferred Stock Purchase Agreement" as defined in the
recitals hereto.

         "Series G Preferred Stock" means the Company's 10% Series G Convertible
Preferred Stock, $.01 par value, together with all shares of Common Stock issued
upon conversion of such shares.

         "Series H Director" means the one director entitled to be nominated to
serve by the holders of Series H Preferred Stock, voting as a class, pursuant to
the provisions of Section 10 of the Certificate of Designation filed with the
Delaware Secretary of State on June 21,1999.

         "Series H Preferred Stock" means the Company's 10% Series H Convertible
Preferred Stock, $.01 par value, together with all shares of Common Stock issued
upon conversion of such shares.

         "Series K Preferred Stock" means the Company's 10% Series K Convertible
Preferred Stock, $.01 par value, together with all shares of Common Stock issued
upon conversion of such shares.

         "Series K Director" means the one director entitled to be nominated to
serve by the holders of Series K Preferred Stock, voting as a class, pursuant to
the provisions of Section 11 of the Certificate of Designation filed with the
Delaware Secretary of State on December 13, 1999.


                                      -6-
   7
         "Shares" as defined in the recitals hereto; provided, however, that as
to any particular securities of the Company, such shall cease to be "Shares"
hereunder, when (i) a registration statement with respect to the sale of such
securities shall have become effective under the Securities Act, and such
securities shall have been disposed of under such registration statement, (ii)
they shall have been distributed to the public pursuant to Rule 144 under the
Securities Act in accordance with the terms hereof or (iii) they shall have
ceased to be outstanding.

         "Stakelin Employment Period" means the "Employment Period," as defined
in that certain Executive Employment Agreement, effective as of March 1, 1998,
between the Company and Stakelin, as in effect on the Closing Date or thereafter
amended with the consent of the Investors Committee or, after a Qualified Public
Offering, as provided in Section 30 of this Agreement.

         "Stockholder" means any Person who is a party to this Agreement or is a
successor or assign thereof contemplated by Section 14 below.

         "Triggering Put Notice" as defined in Section 8(a).

         "Voting Stock" of any Person means securities of any class or classes
of such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to elect or vote for the election of the directors of
such Person.

         "Waller-Sutton Permitted Transferees" means (i) any Person that is a
direct or indirect partner of Waller-Sutton, (ii) any Person that is a direct or
indirect member of any limited liability company or direct or indirect
stockholder of any corporation that is in turn a partner of Waller-Sutton, and
(iii) any Affiliate of Waller-Sutton or any person or entity described in
clauses (i) or (ii) above.

         "Warrants" means (i) the warrants to purchase 860,000 shares of Common
Stock (subject to adjustment as provided therein) issued to the Series F
Purchasers pursuant to the terms of the Series F Stock Purchase Agreement (the
"Series F Warrants"), and (ii) the warrant to purchase 50,000 shares of Common
Stock (subject to adjustment as provided therein) issued to GE Capital pursuant
an Agreement to Issue Warrant, dated June 15, 1998, between the Company and GE
Capital (the "GE Warrant").

         2.       Board of Directors.

                  (a) From and after the date of this Agreement and until the
provisions of this Section 2 cease to be effective, each Stockholder shall vote
or cause to be voted all Voting Stock and any other voting securities of the
Company over which such Stockholder has Beneficial Ownership or voting control
and shall take all other necessary or desirable actions within its control
(whether in its capacity as a stockholder, director, member of a committee of
the Board of Directors or officer of the Company or otherwise, and including,
without limitation, attendance at meetings in person


                                      -7-
   8
or by proxy for purposes of obtaining a quorum and execution of written consents
in lieu of meetings), and the Company shall take all necessary and desirable
actions within its control (including, without limitation, calling special board
and stockholder meetings), so that:

                  (i) the number of directors constituting the members of the
Board of Directors of the Company (the "Board") shall be nine, up to seven of
whom shall be the persons entitled to be designated to serve on the Board in
accordance with the provisions of Section 2(a)(ii) below;

                  (ii) the following persons shall at all times constitute
members of the Board and shall be elected to the Board at each annual meeting of
the Stockholders of the Company:

                           (1) Jacobs, during the Jacobs Employment Period;

                           (2) Stakelin, during the Stakelin Employment Period;

                           (3) two persons designated by Waller-Sutton, who
initially shall be William H. Ingram and Richard H. Patterson (and who shall
also be the "Series F Directors" while there is outstanding Series F Preferred
Stock);

                           (4) one person designated by Blue Chip II, who shall
initially be John H. Wyant (and who shall also be the "Series C Director" while
there is outstanding Series C Preferred Stock);

                           (5) one person designated by Mesirow Capital Partners
VII and its Affiliates, who shall initially be William P. Sutter, Jr. (and who
shall also be the "Series K Director" while there is outstanding Series K
Preferred Stock); and

                           (6) one person designated by Weiss, Peck & Greer,
L.L.C. and its Affiliates, who shall initially be Kenneth J. Hanau (and who
shall also be the "Series H Director" while there is outstanding Series H
Preferred Stock);

provided, however, that the designation of persons pursuant to (3) through (6)
above, may only be made if the Stockholder making the designation and its
Affiliates (including, in the case of Waller-Sutton, William Ingram and the
other Waller-Sutton Permitted Transferees) Beneficially Own at least 2.5% of the
outstanding Voting Stock of the Company at the time of each such designation.

                  (iii) the removal from the Board (with or without cause) of
any representative designated hereunder by any person or group of persons at any
time while such person or group shall be entitled to serve on, or designate a
representative to serve on, the Board under clause (ii) above, shall only be at
such person's or group's written request (and at times when the person or
representative is not entitled to so serve on or to be designated to serve on
the Board, such


                                      -8-
   9
person or representative may be removed, with or without cause, by vote of the
Board or the Stockholders, or if requested by the Investors Committee (or, after
the consummation of a Qualified Public Offering, if requested by the Executive
Committee or the Board as provided in Section 30 of this Agreement), shall
resign immediately); and

                           (iv) if any representative designated hereunder by
any person or group for any reason ceases to serve as a member of the Board
during his term of office at any time while such person or group shall be
entitled to serve on, or designate a representative to serve on, the Board under
clause (ii) above, the resulting vacancy on the Board shall be filled by a
representative designated by such person or group, as provided hereunder.

                  (b) The Company shall pay the reasonable out-of-pocket
expenses incurred by each director in connection with his duties as a director,
including, without limitation, attending the meetings of the Board and any
committee thereof.

                  (c) Each of GE Capital, and BMO shall have the right, so long
as it Beneficially Owns at least 50% of the Shares owned by it as of June 15,
1998 (computed on an "as converted basis" and including, in the case of GE
Capital, Shares issuable upon the exercise of outstanding warrants) to have a
non-voting observer present at each meeting of the Board. In addition, during
the period commencing on the Closing Date and ending on the last day of any
period during which Prudential is prohibited from selling any shares of Series K
Preferred Stock, or the Common Stock into which it is convertible, pursuant to
any applicable lock-up period (whether arising out of contract or otherwise) in
effect on the closing of the first issuance by the Company of equity securities
which is a "Qualified Public Offering", Prudential shall have the right to have
a non-voting observer present at each meeting of the Board; provided, that in no
event shall this right extend beyond the first anniversary of the closing of the
Qualified Public Offering. The Company shall pay the reasonable out-of-pocket
expenses incurred by each non-voting observer in connection with his or her
attendance at Board meetings.

                  (d) If any party fails to designate a representative to fill a
directorship for more than 30 days after being requested to do so in writing by
the President of the Company or if a party is no longer entitled to serve or to
designate a person to serve as a director as provided in this Section 2, the
resulting vacancy may be filled by the Board or the Stockholders as provided in
the By-Laws.

         3. Conflicting Agreements. Each Stockholder represents that he has not
granted and is not a party to any proxy, voting trust or other agreement which
is inconsistent with or conflicts with the provisions of this Agreement, and no
Stockholder shall grant any proxy or become party to any voting trust or other
agreement which is inconsistent with or conflicts with the provisions of this
Agreement. No Stockholder shall act, for any reason, as a member of a group or
in concert or enter into any agreement or arrangement with any other person in
connection with the acquisition, disposition or voting of Shares in any manner
which is inconsistent with the provisions of this Agreement. Without limitation,
GE Capital hereby agrees that the provisions of Section 11(f) of the


                                      -9-
   10
Series B Preferred Stock Purchase Agreement relating to certain redemption
obligations of the Company are null and void and of no further force or effect
and Blue Chip II and Miami Valley agree that the provisions of paragraphs 3
through 6 of the Redemption and Warrant Agreement are null and void and of no
further force or effect, and no warrants have been issued or are issuable by the
Company thereunder. In addition, the Company and each Stockholder shall, from
time to time, grant such waivers and execute such consents, proxies or other
instruments, and make such filings with and seek such consents and approvals
from governmental authorities or other Persons, as may be necessary to give
effect to or carry out the provisions of this Agreement.

         4. Certificate of Incorporation and Bylaws. The certificate of
incorporation and bylaws of the Company may be amended in any manner permitted
thereunder, except that neither the certificate nor the bylaws shall be amended
in any manner that would conflict with, or be inconsistent with, the provisions
of this Agreement.

         5. Actions Consistent with Agreement. The Company shall not circumvent
this Agreement by taking any action through a subsidiary or affiliate that would
be prohibited under this Agreement.

         6. Investors Committee Approval. The Company and each Stockholder
hereby covenants and agrees that, prior to the closing of a Qualified Public
Offering, the Company shall not take or permit to occur, and the Stockholders
shall not consent to, approve, or vote for any of the events or actions
described in subsection 6(b) unless such events or actions have been approved in
advance, in writing, by a majority of the total number of members of an
"Investors Committee," as defined in subsection 6(a):

                  (a) Investors Committee. The Investors Committee shall consist
of the following individuals:

                           (i) two persons designated by Waller-Sutton, who
initially shall be William H. Ingram and Richard H. Patterson;

                           (ii) one person designated by Blue Chip II, who shall
initially be John H. Wyant;

                           (iii) one person designated by Mesirow Capital
Partners VII, who shall initially be William P. Sutter, Jr.; and

                           (iv) one person designated by Weiss, Peck & Greer,
L.L.C., who shall intially be Kenneth J. Hanau;

provided, however, that a Stockholder shall lose the right to designate a member
of the Investors Committee, and any member designated by it then serving on the
Investors Committee shall


                                      -10-
   11
immediately resign, at such time as such Stockholder and its Affiliates
(including, in the case of Waller-Sutton, William Ingram and the other
Waller-Sutton Permitted Transferees) Beneficially Own less than 2.5% of the
Voting Stock of the Company.

                  (b) Actions Requiring Approval of Investors Committee. The
following actions shall require approval of a majority of the total number of
members of the Investors Committee:

                           (i) any merger or consolidation of the Company with
any other entity, and any merger or consolidation of any subsidiary of the
Company with any other entity other than the Company or another wholly-owned
subsidiary of the Company;

                           (ii) the purchase or lease by the Company or any
subsidiary thereof of any business or assets, other than the purchase or lease
of assets in the ordinary course of business (it being understood, however, that
the purchase or lease of any radio broadcasting station or Federal
Communications Commission ("FCC") license is not a purchase or lease in the
ordinary course), or the execution of any agreement providing for the purchase,
lease, construction or management of or in respect of radio broadcasting
stations (including time brokerage agreements and local marketing agreements and
the like);

                           (iii) the sale of any assets of the Company or any
subsidiary thereof, or the execution of any agreement in respect thereof (other
than the sale of advertising time and excess or obsolete furniture, fixtures or
equipment in the ordinary course of business);

                           (iv) the issuance or sale of any equity or debt
securities of the Company or any subsidiary thereof or any rights to acquire any
of such equity or debt securities (including options and warrants) or the
issuance or sale of stock appreciation or other "phantom" stock rights, other
than Permitted Issuances, or the execution of any agreements in respect thereof;

                           (v) the incurrence or assumption of any Indebtedness
by the Company or any Subsidiary thereof, other than Permitted Indebtedness;

                           (vi) any Change of Control;

                           (vii) any amendment to the Company's 1998 Management
Stock Option Plan or the adoption of any other stock option, stock purchase or
restricted stock or stock appreciation right plan;

                           (viii) any amendment to the Amended and Restated
Charter or to the by-laws of the Company and any amendment to this Agreement or
the Registration Rights Agreement dated as of June 15, 1998, as amended (the
"Registration Rights Agreement");


                                      -11-
   12
                           (ix) the execution by the Company or any Stockholder
of any voting, voting trust, registration rights or stockholders' agreements
with respect to the Company or any of its shares of capital stock (other than
this Agreement and the Registration Rights Agreement); and

                           (x) the execution by the Company of any contract or
agreement for the construction or management of radio stations.

Subject to compliance by the Company and the other Stockholders with the
provisions of the final two sentences of this paragraph, the Investors Committee
agrees that, upon receipt by the Company of an opinion of counsel reasonably
acceptable to the Investors Committee, that the exercise of one or more of its
rights under this Section 6 is reasonably likely to constitute a transfer of
control by the Company within the meaning of the Communications Act of 1934, as
amended (the "Communications Act") or the rules and regulations of the FCC
thereunder (a "Transfer Opinion"), the Investors Committee shall forbear from
exercising such rights until such time as the FCC has (a) agreed that such
exercise would not constitute a transfer of control or (b) given its consent to
such transfer of control (either event hereinafter referred to as "FCC
Approval"). In the event that the Company receives a Transfer Opinion, the
Company and the other Stockholders shall promptly take such actions, or cause
such actions to be taken, that may be necessary or desirable to obtain FCC
Approval, including, without limitation, the execution and delivery of all
applications, certificates, instruments and other documents that may be
requested by the FCC or the Investors Committee in connection with obtaining FCC
Approval, and the filing of petitions for rehearing, reconsideration and/or
judicial review, all at the cost and expense of the Company. The Company and the
other Stockholders each hereby further agrees that, at all times during the
period in which the Investors Committee is required to forbear from exercising
its rights under this Section 6, each will take all actions necessary to prevent
the occurrence of any of the events set forth in subsection 6(b) above.

         7. Creation and Powers of the Executive Committee. Effective upon
completion of a Qualified Public Offering, there shall be created by the Board
of the Company a five-member executive committee of Directors (the "Executive
Committee"), which shall initially consist of William H. Ingram, Kenneth J.
Hanau, John H. Wyant, Richard H. Patterson and William P. Sutter, Jr. The
members of the Executive Committee shall at all times consist of the persons
designated to serve as directors pursuant to clauses (3) through (6) of Section
2(a)(ii) above, and each Stockholder shall take all necessary and desirable
actions within its control so that the Executive Committee shall be so
constituted. The Executive Committee shall have the power, in accordance with
applicable Delaware law, to review and make recommendations to the Board
regarding:

                  (a) the purchase or lease by the Company or any subsidiary
thereof of any business or assets, other than the purchase or lease of assets in
the ordinary course of business (it being understood, however, that the purchase
or lease of any radio broadcasting station or FCC license is not a purchase or
lease in the ordinary course), or the execution of any agreement providing for
the purchase, lease, construction or management of or in respect of radio
broadcasting stations (including time brokerage agreements and local marketing
agreements and the like);


                                      -12-
   13
                  (b) the sale of any assets (other than substantially all) of
the Company or any subsidiary thereof, or the execution of any agreement in
respect thereof (other than the sale of advertising time and excess or obsolete
furniture, fixtures or equipment in the ordinary course of business);

                  (c) the issuance or sale of any equity or debt securities of
the Company or any subsidiary thereof or any rights to acquire any of such
equity or debt securities (including options and warrants) or the issuance or
sale of stock appreciation or other "phantom" stock rights, other than Permitted
Issuances, or the execution of any agreements in respect thereof;

                  (d) the incurrence or assumption of any Indebtedness by the
Company or any Subsidiary thereof, other than Permitted Indebtedness and;

                  (e) by-law amendments to the extent they relate to the
Executive Committee or its power or authority.

A recommendation by the Executive Committee that the Board approve or reject any
such action shall be made by the vote of a majority of the total members of the
Executive Committee. In the event that the Executive Committee votes to
recommend any such action, the Board may approve or reject such action by a vote
of the majority of the voting directors (assuming that a quorum is present). In
the event the Executive Committee votes not to recommend any such action or,
within 10 business days after the matter has referred to it in writing by the
Chairman of the Board or the President, fails to provide any recommendation or
if the Board has determined to act on any matter described in this Section 7
without first seeking the recommendation of the Executive Committee with respect
thereto, the Board may only approve such action or matter with the affirmative
vote of no less than two-thirds of the total number of Directors.

The existence of the Executive Committee and the provisions regarding its rights
and duties shall terminate on the earlier of the third anniversary of the
creation thereof or on the affirmative vote of three-fourths of the total number
of Directors. In addition, neither the power or authority of nor the manner in
which the Executive Committee shall act in respect of or approve matters shall
be modified, or any by-law relating to the Executive Committee shall be amended
or modified, unless approved by at least three-fourths (3/4) of the total number
of Directors.

         8. Put Rights.

                  (a) At any time after June 15, 2003, Waller-Sutton shall have
the right to send a written notice to the Company (the "Triggering Put Notice"),
advising the Company that Waller-Sutton and the Affiliates of Waller-Sutton
named in such Triggering Put Notice require the Company to purchase all of the
Eligible Put Shares Beneficially Owned by such parties pursuant to the
provisions of this Section 8. The Triggering Put Notice shall specify the place
and date for the


                                      -13-
   14
closing (the "Put Closing") of the purchase of Shares by the Company, which
shall be no less than 90 days after the date of the Triggering Put Notice.

                  (b) The Company shall send a copy of the Triggering Put Notice
to each of the other Stockholders within 5 days of the receipt thereof by the
Company, and each such Stockholder shall have a period of twenty (20) days from
the date of the Triggering Put Notice to send a written notice to the Company
(each, an "Additional Put Notice") advising the Company that such Stockholder
(each Stockholder delivering an Additional Put Notice, an "Additional Put
Stockholder") desires the Company to purchase all of the Eligible Put Shares
Beneficially Owned by such Stockholder, such purchases to occur at the Put
Closing.

                  (c) The Triggering Put Notice and each Additional Put Notice
shall specify the exact number and class of Eligible Put Shares which the
Stockholder transmitting the same shall desire the Company to purchase, (which
shall constitute all of the Eligible Put Shares Beneficially Owned by such
Stockholders), including all Warrants held by the Stockholder (the Eligible Put
Shares to be so purchased by the Company are hereinafter referred to as the "Put
Shares").

                  (d) (i) If an Agreed Value has been determined and the Put
Closing does not occur in connection with or following the sale of all or
substantially all of the assets of the Company, the purchase price to be paid by
the Company for each Put Share shall be as follows:

                           (1) the purchase price for each Put Share which
constitutes a share of Preferred Stock shall equal the sum of the accrued and
unpaid dividends in respect of such share of Preferred Stock through the date of
the Put Closing and the greater of (x) the liquidation preference in respect of
such share of Preferred Stock (excluding accrued and unpaid dividends) and (y)
the Common Stock Value of the number of shares of Common Stock into which a
share of Preferred Stock may be converted as of the date of the Triggering Put
Notice;

                           (2) the purchase price for a Warrant shall equal the
Common Stock Value minus the exercise price per share of Common Stock payable
upon exercise of such Warrant, times the number of whole shares of Common Stock
issuable upon the exercise of such Warrant; and

                           (3) the purchase price for each Put Share which
constitutes a share of Common Stock shall equal the Common Stock Value thereof
computed under (A), (B) or (C) below, as applicable.

                                    (A) The "Common Stock Value" of a share of
Common Stock will equal the amount that would be distributed to a holder of a
share of Common Stock if the Company were liquidated following the sale by the
Company of all of its assets for an amount equal to the Agreed Value of the
Company, assuming that no preferred stock is converted and no options or
warrants have been exercised, and following (i) the payment by the Company of
all accrued and


                                      -14-
   15
unpaid dividends in respect of all outstanding preferred stock of the Company as
of the date the Agreed Value is determined, and (ii) the amount of all other
liquidating distributions that would be payable in respect of outstanding
preferred stock upon liquidation thereof.

                                    (B) In the event the Common Stock Value
computed pursuant to clause (A) above is greater than the Stated Value (as
defined in the Certificate of Incorporation of the Company) of any class of
preferred stock, or is twice the Stated Value of the Series B Preferred Stock,
then the Common Stock Value shall be recomputed assuming that all preferred
stock with a Stated Value which is lower than the Common Stock Value (or
one-half the Common Stock Value, in the case of the Class B Preferred Stock) has
been converted (such preferred stock shall be referred to as being
"in-the-money"). Such recomputed value shall be equal to the amount that would
be distributed to a holder of a share of Common Stock if the Company were
liquidated following the sale by the Company of all of its assets for an amount
equal to the Agreed Value of the Company, and following (i) the payment by the
Company of all accrued and unpaid dividends in respect of all outstanding
preferred stock of the Company (including "in-the-money" Preferred Stock) as of
the date the Agreed Value is determined, and (ii) the amount of all other
liquidating distributions that would be payable in respect of such outstanding
preferred stock that is not "in-the-money" upon liquidation thereof.

                                    (C) In the event the Common Stock Value
determined pursuant to clause (A) above, or, if applicable, clause (B) above, is
greater than the exercise price of any outstanding options or warrants, then the
Common Stock Value shall be recomputed assuming that all outstanding options or
warrants with an exercise price which is lower than the Common Stock Value have
been exercised immediately prior to such liquidating distribution and that the
purchase price paid upon any such exercise was available to the Company for
distribution in liquidation.

                           (ii) If an Agreed Value has not been determined or if
the Put Closing is to occur in connection with or following the sale of all or
substantially all of the assets of the Company, the purchase price for the Put
Shares shall equal the amount distributable in respect thereof under the Amended
and Restated Charter in connection with the liquidation and dissolution of the
Company following the sale of all or substantially all of its assets.

                           (iii) The Company will notify each Stockholder in
writing of the determination of Agreed Value promptly after the determination
thereof.

                  (e) The purchase price for the Put Shares shall be payable in
full at the Put Closing, by wire transfer of immediately available funds to such
accounts as shall be designated by the respective Stockholders, or in such other
form of consideration as shall be acceptable to Waller-Sutton. Subject to the
provisions of Section 8(f) below, the Put Closing shall occur on the date
designated by Waller-Sutton in the Triggering Put Notice. Subject to the
provisions of Section 8(f) below, the Company shall be obligated to purchase all
of the Put Shares on such closing date, and


                                      -15-
   16
simultaneously with such purchase the Company shall (to the extent such are not
among the Put Shares) pay all accrued and unpaid dividends on the outstanding
Series B Preferred Stock.

                  (f) The date of the Put Closing shall be postponed in the
following circumstances: (i) if the Company and Waller-Sutton are unable to
agree upon the Agreed Value of the Company within 90 days of the date of the
Triggering Put Notice (in which case the Board shall promptly proceed to sell
the Company, and the Put Closing shall be held on such date or dates as shall be
selected by Waller-Sutton, no later than the day following the date that the
Company shall have been sold (whether pursuant to a merger, a sale of all or
substantially all of its capital stock, assets or otherwise), or (ii) if, within
10 days after an Agreed Value has been determined, the Company shall send a
written notice to Waller-Sutton and the Additional Put Stockholders advising
such parties that (x) the Company believes that it will be necessary for the
Company to be sold (whether pursuant to a merger, a sale of all or substantially
all of its capital stock, assets or otherwise) to pay the purchase price for the
Put Shares, or (y) the Company will seek to pay the purchase price for the Put
Shares out of the proceeds of a Qualified Financing. Any notice sent pursuant to
this Section 8(f) shall be approved by the Board (excluding Waller-Sutton's and
the Additional Put Stockholders' nominees to the Board).

                  (g) (i) If the date of the Put Closing shall have been
postponed pursuant to notice from the Company pursuant to Section 8(f)(ii)(y)
above, then the Company shall be obligated to take such steps as are necessary
to cause a Qualified Financing to be consummated within 3 months of the date of
the notice given under Section 8(f)(ii)(y), and within one business day after
the consummation of a Qualified Financing, the Company shall have used the net
available proceeds therefrom to pay the full purchase price for the Put Shares
and to pay all accrued and unpaid dividends on the outstanding Series B
Preferred Stock as required pursuant to the last sentence of Section 8(e).

                           (ii) As used herein, a Qualified Financing shall mean
a debt or equity financing, the net proceeds of which are sufficient (after
repayment of any Indebtedness required to be repaid in connection therewith) to
pay the purchase price of the Put Shares in full.

                  (h) In all other circumstances where the date of the Put
Closing shall have been postponed pursuant to Section 8(f) above, the Company
shall be obligated to take the following steps within the time periods specified
below:

                           (i) within 4 months after the date of the Triggering
Put Notice, the Company shall have engaged a broker to market, solicit bids and
the form of bids to be solicited for and otherwise facilitate the sale of the
Company, whether by way of merger of the Company with any other Person, by way
of a single sale of all or substantially all of the capital stock or assets of
the Company, or as separate sales of one or more of the Company's radio stations
(every such transaction, a "sale transaction"), such broker to be experienced in
the marketing and sale of radio stations, and such broker, the terms of its
engagement and the form of bids to be solicited and the


                                      -16-
   17
structure of the transaction to be reasonably acceptable to Waller-Sutton, and
the broker and the Company shall have prepared an offering memorandum for the
sale of the Company (which offering memorandum shall specify the date that bids
must be received) and shall have distributed such offering memorandum to all
Persons who are reasonably likely to have a bona fide interest in engaging (and
the financial capacity to engage) in such sale transaction or transactions (as
reasonably determined by the broker and Waller-Sutton);

                           (ii) within 6 months after the date of the Triggering
Put Notice, the Company shall have received any and all bids from potential
buyers, shall have sent copies of all such bids to Waller-Sutton, and, unless
otherwise consented to by Waller-Sutton, shall have closed the solicitation for
bids, and, if such solicitation for bids is closed, the Company shall have
received at least one (or one set, in the case of bids for less than all of its
radio stations) covering all or substantially all of its assets or capital
stock;

                           (iii) within 8 months after the date of the
Triggering Put Notice, the Company shall have entered into one or more Qualified
Purchase and Sale Agreements for the sale of the Company or all or substantially
all of its assets. A "Qualified Purchase and Sale Agreement" shall mean one or
more purchase and sale agreements, duly executed by one or more financially
responsible purchasers, reasonably acceptable to Waller-Sutton, providing for
the purchase of the Company or one or more radio stations in a sale transaction
for an aggregate purchase price, payable in full in cash or in such other form
of consideration as shall be acceptable to Waller-Sutton at closing, and which
provides for a final "drop dead" date for closing, including all extensions for
transfer approvals, of no later than four months after the date of execution
thereof, and which provides no financing contingency therein for the benefit of
the purchaser and is otherwise in form and substance acceptable to
Waller-Sutton; and

                           (iv) within one business day after the closing of
Qualified Purchase and Sale Agreements for the Company or all or substantially
all of the Company's radio stations, the Company shall have used the net
available proceeds therefrom to purchase all of the Put Shares.

                  (i) Waller-Sutton shall have the right, by written notice to
the Company and each other Additional Put Stockholder (the "Rescission Notice"),
to rescind the Triggering Put Notice and all Additional Put Notices (and upon
the giving of such Rescission Notice in accordance with the terms hereof, the
Triggering Put Notice and each Additional Put Notice shall automatically be null
and void and of no further force or effect), provided, however, that the
Rescission Notice may not be given at any time (x) while the Company is a party
to a binding agreement in respect of or after the Company has consummated a
Qualified Financing, or (y) while the Company is a party to a binding Qualified
Purchase and Sale Agreement(s) or has consummated transactions pursuant thereto
providing for aggregate consideration to the Company equal to more than $25
million. If a Rescission Notice is given, Waller-Sutton shall have the right at
any time after the expiration of 12 months from the date of the Rescission
Notice to again invoke the provisions of this Section 8, and the Stockholders
shall have the right to give Additional Put Notices in respect thereof.


                                      -17-
   18
                  (j) If the Company shall fail to take any of the actions set
forth above within the time frames required or shall otherwise default in any of
its obligations under this Section 8, and such action shall not be taken or such
default shall not be cured to the satisfaction of Waller-Sutton, within 15 days
of the date of any written notice from Waller-Sutton to the Company with respect
thereto, such shall be deemed a "Put Default." During the continuation of a Put
Default, Waller-Sutton may require the Company and the other Stockholders to
elect such additional designees of Waller-Sutton to the Board such that, after
giving effect thereto, the designees of Waller-Sutton elected to the Board
pursuant to the provisions of Section 2(a)(ii)(4) above and this Section 8(j)
shall constitute a majority of the members of the Board. Without limitation, to
the extent then required under applicable law, the Company shall, if so
requested by Waller-Sutton, make such filings with the Federal Communications
Commission and/or the Securities and Exchange Commission and mail such materials
to its Stockholders as shall be necessary to enable Waller-Sutton to designate a
majority of the members of the Board, and the Stockholders shall vote their
shares of Voting Stock in such manner as shall be necessary to give effect to
the foregoing. It is expressly agreed that the designees of Waller-Sutton on the
Board shall be empowered to take such action as shall be necessary or
appropriate to cause the Put Closing to occur as soon as possible, including
causing a sale of all or substantially all of the assets of the Company, or
alternatively to effect a sale of the Company or a merger by the Company with
another entity.

                  (k) In no event shall the Company be required to consummate
any sale pursuant to this Section 8 which would require repayment of any
outstanding indebtedness of the Company unless (i) such indebtedness of the
Company is repaid on the date of consummation of such sale, (ii) the holders of
the indebtedness required to be repaid out of the proceeds of any such sale
consent to such sale, or (iii) the purchaser agrees to assume all such
indebtedness not being repaid, in accordance with the terms of the agreements
governing such indebtedness, and no default or event of default under such
agreements results from such assumption.

         9. Disposition of Shares. No Management Stockholder shall transfer,
sell, convey, exchange, pledge or otherwise dispose of ("Transfer") any Shares
of the Company except in connection with a sale of all or substantially all of
the outstanding stock of the Company or a merger of the Company with another
Person. Notwithstanding the foregoing, a Management Stockholder shall be
entitled to effect any of the following transfers (each an "Exempt Transfer"):
(i) Transfers by a Management Stockholder to an entity wholly owned by him at
all times following such Transfer; (ii) Transfers pursuant to applicable laws of
descent and distribution to members of such Management Stockholder's Immediate
Family, or Transfers during the lifetime of such Management Stockholder to such
Management Stockholder's spouse, adult children or to a trust whose
beneficiaries are members of such Management Stockholder's Immediate Family,
(iii) Transfers approved by a majority of the Board of the Company (which shall
include a majority of the members of the Investors Committee), (iv) prior to a
Qualified Public Offering, Transfers of a number of Shares up to the "Maximum
Amount" (as defined below), computed cumulatively for all Transfers made under
this clause (iv) from and after the date hereof, and (v) following a Qualified
Public


                                      -18-
   19
Offering, the greater of the Maximum Amount or 25% of the sum of (1) the number
of shares of Common Stock that such Management Stockholder would have owned as
of such date had he not effected any Transfers prior to such date and (2) the
number of shares of Common Stock issuable on conversion of Series A Preferred
Stock that such Management Stockholder would have owned as of such date had he
not effected any Transfers prior to such date, but excluding any shares of
Common Stock issuable on exercise of any options or warrants held by such
Management Stockholder on such date (the sum of (1) and (2) being such
Management Stockholder's "Holdings"), computed cumulatively for all Transfers
made under this clause (v) from and after the date hereof; provided that, in the
case of Exempt Transfers of the types referenced in clauses (i) and (ii) above,
the restrictions contained in this Section 9 will continue to be applicable to
Shares and the transferee of such Shares must have agreed in writing to be bound
by the terms and conditions of this Agreement applicable to the Stockholder. For
purposes hereof, the "Maximum Amount" shall be equal to such Management
Stockholder's Holdings, multiplied by a fraction, the numerator of which shall
be the number of shares of Common Stock (computed on an as-converted and
fully-diluted basis) sold or otherwise disposed of by Waller-Sutton (other than
to Waller-Sutton Permitted Transferees) since the date hereof, and the
denominator of which shall be the number of shares of Common Stock (computed on
an as-converted and fully-diluted basis but excluding any shares of Common Stock
that may become issuable on exercise of a Series F Warrant) that would have been
held by Waller-Sutton on the date of such Transfer, if Waller-Sutton had not
previously sold or otherwise disposed of any Shares. The foregoing shall not
apply to or prevent the exercise by a Management Stockholder of the options
granted to him under the 1998 Management Stock Option Plan on a "cashless" or
net basis.

         10. Sale of the Company.

                  (a) If a majority of the Board and the Investors Committee and
Stockholders Beneficially Owning a majority of the Voting Stock, approve a sale
of all or substantially all of the assets or capital stock of the Company (the
"Approved Sale"), then each Stockholder shall vote for, consent to and raise no
objections against such Approved Sale. If the Approved Sale is structured as (i)
a merger or consolidation, each Stockholder shall waive any dissenters rights,
appraisal rights or similar rights such holder may have in connection with such
merger or consolidation or (ii) a sale of stock, each shall agree to sell all of
his Shares and rights to acquire Shares on the terms and conditions so approved.
Each Stockholder shall take all necessary or desirable actions in connection
with the consummation of the Approved Sale as reasonably requested by the
Company and Waller-Sutton.

                  (b) The obligations of the Stockholders with respect to an
Approved Sale are subject to the satisfaction of the following conditions: (i)
upon the consummation of the Approved Sale, each Stockholder holding the same
class of Shares shall receive the same form of consideration and the same amount
of consideration (based on the number of Shares held) and (ii) each holder of
then currently exercisable rights to acquire shares of Common Stock shall be
given an opportunity to do one of the following: (A) to exercise such rights
prior to the consummation of the Approved


                                      -19-
   20
Sale, (B) to receive in exchange for such rights consideration equal to the
amount determined by multiplying (1) the same amount of consideration per share
of Common Stock received by holders of Common Stock in connection with the
Approved Sale less the exercise price per share of Common Stock of such rights
to acquire such Common Stock by (2) the number of shares of Common Stock
represented by such rights or (C) to receive in exchange for such rights, rights
to acquire shares of common stock of the surviving corporation under equivalent
terms through a tax-free exchange with the surviving corporation if the Approved
Sale is structured as a merger or consolidation which otherwise constitutes a
tax-free reorganization as to such Stockholder and such exchange does not
adversely affect the tax-free treatment of the Approved Sale.

                  (c) In no event shall the Company be required to consummate
any sale pursuant to this Section 10 which would require repayment of any
outstanding indebtedness of the Company unless (i) the net proceeds of such sale
would be sufficient to repay all of such indebtedness of the Company, (ii) the
holders of the indebtedness required to be repaid out of the proceeds of any
such sale consent to such sale, or (iii) the purchaser agrees to assume all such
indebtedness not being repaid, in accordance with the terms of the agreements
governing such indebtedness, and no default or event of default under such
agreements results from such assumption.

         11. Tag-Along Right. In addition to the rights granted under Section 8
above, in the event that Waller-Sutton and other Stockholders (including
Waller-Sutton) Beneficially Owning more than fifty percent (50%) of the Common
Stock subject to this Agreement (each a "Selling Stockholder"), desire to
transfer, sell, convey, exchange or otherwise dispose of ("Transfer") any Shares
pursuant to a bona fide offer from a third party (the "Buyer"), then such
Selling Stockholders shall notify the Stockholders who are not Selling
Stockholders ("Tag-Along Stockholders"), in writing, of such offer and its terms
and conditions (the "Transfer Notice"). Upon receipt of such Transfer Notice,
each Tag-Along Stockholder shall have the right to sell to the Buyer, on the
same terms and conditions as the Selling Stockholders, that number of Shares of
the Company's capital stock subject to this Agreement equal to the product
attained by multiplying (a) the number of Shares held by the Tag-Along
Stockholder times (b) the quotient derived by dividing (i) the number of Shares
which otherwise would have been sold by the Selling Stockholders to the Buyer by
(ii) the total number of Shares held by such Selling Stockholders and the number
of Shares held by the Tag-Along Stockholders who have elected to participate in
such Transfer (assuming, in the case of sales of Common Stock of the Company,
full conversion of all shares of preferred stock of the Company held by the
Selling Stockholders and each Tag-Along Stockholder exercising its rights under
this Section 11). If more than one Tag-Along Stockholder elects to sell Shares
pursuant to this Section 11, they may do so pro rata based on the number of
Shares held by each of them or in such other proportions as they may agree. The
Tag-Along Stockholders' right to sell pursuant to this Section 11 can be
exercised by delivery of written notice to the Selling Stockholders within 10
business days following delivery of the Transfer Notice. Any Tag-Along
Stockholder who fails to notify the Selling Stockholders within such 10 business
days shall be deemed to have waived its rights under this Section 11.


                                      -20-
   21
         12. Drag-Along Right. In the event that Waller-Sutton and other
Stockholders (including Waller-Sutton) Beneficially Owning more than fifty
percent (50%) of the Common Stock subject to this Agreement (each a
"Transferring Stockholder") wish to Transfer in a bona fide arms' length sale
all of the Shares held by the Transferring Stockholders to any person or persons
who are not Affiliates of the Transferring Stockholders (the "Proposed
Transferee"), the Transferring Stockholders shall have the right, subject to
applicable law and if approved by the Investors Committee, to require all the
remaining Stockholders to sell to the Proposed Transferee all of the Shares then
owned by such remaining Stockholders (including any warrants or options to
acquire capital stock of the Company). The amount and type of consideration to
be paid by the Proposed Transferee to the Transferring Stockholders and the
remaining Stockholders shall be the same (less, in the case of options or
warrants, the exercise price for such options or warrants, and in the case of
convertible preferred stock shall be based on the greater of the liquidation
preference thereof or on the amount that would be received if such preferred
stock were converted into Common Stock immediately prior to the closing of such
Transfer). In addition, the terms and conditions upon which the remaining
Stockholders shall Transfer their Shares shall be the same as those received by
Transferring Stockholders holding the same class of capital stock.

         13. Subscription Right. If at any time the Company proposes to issue
equity securities of any kind (the term "equity securities" shall include for
these purposes any warrants, options or other rights to acquire equity
securities and debt securities convertible into equity securities) of the
Company and any Series F Purchaser is to be a purchaser thereof (other than the
issuance of equity securities (i) upon conversion of any preferred stock
pursuant to the Company's Certificate of Incorporation, (ii) to the public in a
firm commitment underwriting pursuant to a registration statement filed under
the Securities Act, (iii) pursuant to the acquisition of another Person by the
Company by merger, purchase of substantially all of the assets or outstanding
capital stock or other form of transaction, or (iv) pursuant to an employee
stock option plan, stock bonus plan, stock purchase plan or other management
equity program, then, as to each Stockholder, the Company shall: (i) give
written notice setting forth in reasonable detail (1) the designation and all of
the terms and provisions of the securities proposed to be issued (the "Proposed
Securities"), (2) the price and other terms of the proposed sale of such
securities, (3) the amount of such securities proposed to be issued and (4) such
other information as the Stockholder may reasonably request in order to evaluate
the proposed issuance; and (ii) offer to issue to each such Stockholder a
portion of the Proposed Securities equal to a percentage determined by dividing
(x) the number of shares of Common Stock Beneficially Owned by such Stockholder,
assuming conversion in full of any convertible securities held by such
Stockholder and exercise of any options or warrants held by such Stockholder, by
(y) the total number of shares of Common Stock then outstanding, including for
purposes of this calculation all shares of Common Stock issuable upon conversion
in full of any then outstanding convertible securities or upon exercise in full
of any outstanding options or warrants.

         Each such Stockholder must exercise its purchase right hereunder within
10 days after receipt of such notice from the Company. If all of the Proposed
Securities offered to such Stockholder are not fully subscribed by such
Stockholder, the remaining Proposed Securities will not be reoffered


                                      -21-
   22
to the Stockholders purchasing their full allotment. To the extent that the
Company offers two or more securities in units, Stockholders must purchase such
units as a whole and will not be given the opportunity to purchase only one of
the securities making up such unit.

         Upon expiration of the offering period described above, the Company
will be free to sell such Proposed Securities that the Stockholders have not
elected to purchase during the 90 days following such expiration on terms and
conditions not more favorable to the purchasers thereof than offered to such
holders. Any Proposed Securities offered or sold by the Company to Persons
including a Series F Purchaser after such 90 day period must be reoffered to the
Stockholders pursuant to these terms.

         14. Representations and Warranties.

                  (a) Each Stockholder represents and warrants the following
with respect to himself, herself or itself, as the case may be:

                           (i) Authorization. All corporate action on the part
of each Stockholder which is not an individual necessary for the authorization,
execution, delivery and performance by such Stockholder of this Agreement has
been taken. This Agreement is a legal, valid and binding Obligation of each
Stockholder, enforceable against such Stockholder in accordance with its terms.

                           (ii) No Violation. The execution and delivery of this
Agreement will not (with or without notice or passage of time or both) (a)
conflict with or result in a breach of any provision of the certificate of
incorporation or bylaws of a Stockholder which is not an individual, (b) result
in a default, give rise to any right of termination, cancellation or
acceleration, or require any consent or approval, under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, loan, factoring
arrangement, license, agreement, lease or other instrument or obligation to
which a Stockholder is a party or by which it or any of its assets may be bound,
or (c) violate any law, judgment, order, writ, injunction, decree, statute, rule
or regulation of any court, administrative agency, bureau, board, commission,
office, authority, department or other governmental entity applicable to such
Stockholder or any of its, his or her assets.

         15. Termination of Certain Provisions. The provisions of Sections 6, 8,
10, 11, 12 and 13 of this Agreement will terminate upon the closing of a
Qualified Public Offering. In addition, this Agreement or any portion thereof,
may be terminated with the written agreement of the Company, a majority of the
total number of members of the Investors Committee or the Executive Committee,
as the case may be, and Stockholders beneficially owning more than 66 2/3% of
the Common Stock Beneficially Owned by all Stockholders. The provisions of
Section 2 of this Agreement will terminate upon the fifth anniversary of the
closing of a Qualified Public Offering. The provisions of Section 9 of this
Agreement will terminate upon the third anniversary of the closing of a
Qualified Public Offering.


                                  -22-
   23
         16. Voting. The Stockholders agree that GE Capital shall not vote its
shares of Series F Preferred Stock (or any shares of Common Stock issued on
conversion thereof) and that such shares will not be counted as shares of Series
F Preferred (or Common Stock, as the case may be) that are entitled to vote on
any matters except in respect of the following extraordinary events which are
submitted to the holders of the Preferred Stock of the Company for vote or
approval under the Amended and Restated Charter upon which GE Capital shall be
entitled to vote:

                  (a) any amendment to the Amended and Restated Charter;

                  (b) a sale of all or substantially all of the assets of the
Company;

                  (c) the dissolution, liquidation or termination of the
Company;

                  (d) any acquisition of, or merger of the Company with, another
corporation or other entity, whether or not the Company is a survivor of such
transaction;

                  (e) any change in the fundamental nature of the business of
the Company;

                  (f) any transaction with affiliates, except upon fair and
reasonable terms comparable to an arms-length transaction; and

                  (g) any change in the Company's capital structure in a manner
that dilutes the ownership interest of the holders of the Series F Preferred
Stock.

The provisions of this Section 16 shall remain in effect with respect to GE
Capital's shares of Series F Preferred Stock (and the shares of Common Stock
issued on conversion thereof) until the occurrence of either of the following:
(1) transfer of such Series F Preferred Stock (or the shares of Common Stock
issued on conversion thereof) to a third party unaffiliated with GE Capital or
(2) delivery to the Company of an opinion of counsel, in form reasonably
satisfactory to the Stockholders, to the effect that, as a result of (a) changes
in the ownership or attribution rules ("Rules") of the FCC or (b) changes in GE
Capital's circumstances, there is no longer a need or desire on the part of GE
Capital to insulate its ownership interest in the Series F Preferred Stock (or
the shares of Common Stock issued on conversion thereof) from attribution under
the FCC Rules.

         17. Consent to Amendments; Waivers. Except as otherwise expressly
provided herein, the provisions of this Agreement may be amended or waived at
any time only by the written agreement of the Company, a majority of the total
number of members of the Investors Committee or the Executive Committee, as the
case may be, and Stockholders holding not less than 66 2/3% of the Common Stock
Beneficially Owned by all Stockholders. Any waiver, permit, consent or approval
of any kind or character on the part of any such holder of any provisions or
conditions of this Agreement must be made in writing and shall be effective only
to the extent specifically set forth in such writing.


                                      -23-
   24
         18. Waller-Sutton. The term Waller-Sutton, as used herein, shall mean
Waller-Sutton or any Permitted Waller-Sutton Transferee to whom Waller-Sutton
has transferred any Shares; provided, however, that in the event Waller-Sutton
sells all or substantially all of its Shares to Persons other than Permitted
Waller-Sutton Transferees, then (i) the term "Waller-Sutton," as used in Section
8 hereof (and in respect of defined terms used in said Section 8), shall refer
to any Stockholder or Stockholders Beneficially Owning more than 30% of the
Series F Preferred Stock then outstanding, and (ii) the term "Waller-Sutton," as
used in any other Section of this Agreement (and in respect of defined terms
used therein), shall refer to any Stockholder or Stockholders Beneficially
Owning more than 50% of the Series F Preferred Stock then outstanding.

         19. Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto, whether so expressed or
not, provided, that in the case of an assignment, such assignment shall be made
in conjunction with a Transfer of Shares, such assignment shall specifically
provide that the assignee shall assume all obligations of the assigning
Stockholder, and such assignee shall execute and deliver to the Company and the
other Stockholders a counterpart of this Agreement. Notwithstanding the
foregoing, no purchaser of Shares sold pursuant to an effective registration
statement filed by the Company or in an unsolicited open market transaction
effected pursuant to Rule 144 shall be subject to the provisions hereof or
deemed a Stockholder hereunder.

         20. Legend on Certificates. All Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F
Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series K
Preferred Stock of the Company, and all Common Stock of the Company now or
hereafter owned by the parties to this Agreement, shall be subject to the
provisions of this Agreement and the certificates representing said shares shall
bear substantially the following legends (except that the certificate
representing the Series C Preferred Stock shall not bear the first legend set
forth below):

                  "The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended, or
                  the securities laws of any State (the "Securities Laws").
                  These securities may not be offered, sold, transferred,
                  pledged or hypothecated in the absence of registration under
                  applicable Securities Laws, or the availability of an
                  exemption therefrom. This certificate will not be transferred
                  on the books of the Corporation or any transfer agent acting
                  on behalf of the Corporation except upon the receipt of an
                  opinion of counsel, satisfactory to the Corporation, that the
                  proposed transfer is exempt from the registration requirements
                  of all applicable Securities Laws, or the receipt of evidence,
                  satisfactory to the Corporation, that the


                                      -24-
   25
                  proposed transfer is the subject of an effective registration
                  statement under all applicable Securities Laws."

                  "The Corporation is subject to restrictions contained in the
                  Federal Communications Act, as amended. The securities
                  evidenced by this certificate may not be sold, transferred,
                  assigned or hypothecated if, as a result thereof, the issuer
                  would be in violation of that act."

                  "The securities represented by this certificate are subject to
                  the terms of [that certain Second Amended and Restated
                  Stockholders' Agreement dated as of June 15, 1998, among
                  Regent Communications, Inc. and certain of its stockholders,
                  as the same may be amended from time to time.] or [that
                  certain Third Amended and Restated Stockholders' Agreement
                  dated as of December ___, 1999, among Regent Communications,
                  Inc. and certain of its stockholders, as the same may be
                  amended from time to time.]"

         21. Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.

         22. Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience of reference only and do not constitute a part of
and shall not be utilized in interpreting this Agreement.

         23. Notices. Any notices required or permitted to be sent hereunder
shall be delivered personally or mailed, certified mail, return receipt
requested, or delivered by overnight courier service to the addresses shown on
the signature pages hereof, or such other address as any party hereto designates
by written notice to the Company, and shall be deemed to have been given upon
delivery, if delivered personally, three days after mailing, if mailed, or one
business day after delivery to the courier, if delivered by overnight courier
service.

         24. Governing Law. All questions concerning the construction, validity,
and interpretation of this Agreement, and the performance of the obligations
imposed by this Agreement, shall be governed by the laws of the State of
Delaware.

         25. Final Agreement. This Agreement constitutes the complete agreement
of the parties concerning the matters referred to herein.


                                      -25-
   26
         26. Execution in Counterparts. This Agreement may be executed in any
number of Counterparts, each of which when so executed and delivered shall be
deemed an original, and such counterparts together shall constitute one
instrument.

         27. No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction will be used against any party.

         28. Remedies. The parties hereto shall have all rights and remedies set
forth in this Agreement and all rights and remedies available under any
applicable law. The parties hereto agree and acknowledge that money may not be
an adequate remedy for any breach of the provisions of this Agreement and that
any party may, in its sole discretion, apply to any court of law or equity of
competent jurisdiction for specific performance or injunctive relief (without
posting bond or other security) in order to enforce, or prevent any violations
of, the provisions of this Agreement.

         29. Certain Expenses. The Company agrees to pay all reasonable expenses
of the Stockholders having the right to designate members of the Investors
Committee or the Executive Committee, as the case may be (including reasonable
fees, charges and disbursements of its counsel) incurred in connection with (i)
any amendment, supplement, modification or waiver of or to any provisions of
this Agreement (including, without limitation, a response to a request by the
Company or any Stockholder for a consent to any action otherwise prohibited
hereunder), or consent to any departure by the Company or any Stockholder from,
the terms of any provision of this Agreement; and (ii) any matters arising
hereunder or in connection with or respect of any of the rights granted
hereunder. The Company shall also pay the reasonable legal fees and expenses of
counsel selected by the Investors Committee or the Executive Committee, as the
case may be, to assist such committees in the discharge of their duties and
obligations or to monitor or confirm the performance by the Company or any
Stockholder of or compliance by the Company or any Stockholder with all
agreements and covenants on its part to be performed or complied with or
incurred in connection with or in respect of any of the rights granted hereunder
to such committees. The Company shall also pay all costs and expenses incurred
in connection with or arising out of the purchase by it of the Put Shares.

         30. Waller-Sutton Consent. Whenever this Agreement shall require the
consent or approval of Waller-Sutton to or in respect of any matter
("Waller-Sutton Consents"), such consent or approval may be given or withheld in
the sole discretion of Waller-Sutton and, if given, must be evidenced by a
written instrument duly executed by or on behalf of Waller-Sutton expressly
setting forth the specific matter approved or consented to. Following a
Qualified Public Offering, in those instances where this Agreement provides for
Waller-Sutton Consents, such consent, approval or agreement shall be made by the
Executive Committee (subject to the right of the Board, by a two-thirds vote, to
give such consent or approval in the event of a failure of the Executive
Committee to do so), or following the termination of the Executive Committee in
accordance with the provision thereof, by the Board.


                                      -26-
   27
         31. Automatic Amendment to Series G, Series H and Series K Preferred
Stock. In the event any of the terms of the Series F Preferred Stock (other than
amendments which provide the holders of the Series F Preferred Stock with
increased or additional voting or consent rights or board representation), as
set forth in the Amended and Restated Charter, are amended, the corresponding
terms of the Series G Preferred Stock, the Series H Preferred Stock and the
Series K Preferred Stock shall be similarly amended automatically and without
the necessity of a vote of the holders of the Series G Preferred Stock, Series H
Preferred Stock, or Series K Preferred Stock so as to keep the terms of the four
Series consistent (or, in the case of a change in the stated value or dividend
rate of the Series F Preferred Stock, to keep such corresponding terms of the
Series G Preferred Stock, the Series H Preferred Stock and the Series K
Preferred Stock proportionately similar), purchase and acceptance of delivery of
the Series G Preferred Stock and Series H Preferred Stock being deemed consent
to any such automatic amendment.

         32. Conversion of Preferred Stock.

                  (a) Each Stockholder which/who has signed below, hereby agrees
that, upon the consummation of a Qualified Public Offering, each of their shares
of Series C, D, F, G, H and K of Preferred Stock shall be converted into a share
or shares or Common Stock in accordance with the applicable provision of the
Certificate of Incorporation or Designation relating to the applicable series of
Preferred Stock being converted.

                  (b) Each such party shall take such action as shall be
necessary to cause such conversion to occur. Notwithstanding the foregoing, a
Stockholder shall incur no obligation to convert unless the Stockholder is paid
all accumulated, accrued and unpaid dividends in respect of the shares of
Preferred Stock in the Company held by the Stockholder (whether or not declared
or otherwise payable as of such date of conversion), including any dividends on
such shares declared prior thereto if the Stockholder held such shares on the
record date fixed for the determination of holders entitled to receive payment
of such dividends.

                  (c) If conversion is required by the terms of this Section 32,
promptly after receipt of notice from the Company of the expected date of
consummation of a Qualified Public Offering, written notice of election to
convert shall be delivered to the Company by facsimile (606-292-0352) and by
overnight delivery of the original executed notice addressed to the Company at
50 East River Center Boulevard, Suite 180, Covington, Kentucky 41011. Any notice
of election to convert delivered to the Company prior to the completion of the
Qualified Public Offering shall not be effective unless and until the completion
of the Qualified Public Offering.

                  (d) Payment of dividends on the shares to be converted shall
be made by wire transfer of immediately available funds in accordance with
instructions provided by each Stockholder.


                                      -27-
   28
                  (e) (i) If by December 20, 1999, all holders of Series F, G, H
and K have not executed counterparts of this Agreement or have not otherwise
irrevocably committed to convert their shares of such Preferred Stock on the
terms set forth herein, and if the Investors Committee so requests, a special
Stockholders meeting shall be called and held at which time all parties to this
Agreement, which or who have signed below, shall vote in favor of amending the
Certificate of Incorporation of the Company to change the conditions for
mandatory conversion as set forth within the Certificates of Designation of
Series B, D, F, G, H and K Preferred Stock as necessary to make such conditions,
so contained therein, conform to the definition of Qualified Public Offering set
forth in this Agreement.

                           (ii) If prior to the consummation of a Qualified
Public Offering, the holders of Series B and D have not yet converted or
irrevocably committed to convert their shares of Series B and D Preferred Stock
on the terms set forth herein or have not voted to approve the amendment to the
Certificate of Incorporation that is referred to in Subsection 32(e)(i), above,
then the Company shall give notice of redemption in respect of, and shall redeem
all shares of such Series as provided in the relevant Sections of the
Certificate of Incorporation of the Company immediately prior to or concurrently
with the consummation of the Qualified Public Offering.

                  (f) The provisions of this Section 32 shall be binding,
enforceable, and irrevocable and shall continue in full force and effect;
provided, however, in the event the Qualified Public Offering has not been
consummated on or before June 15, 2000, this Section 32 shall automatically
terminate and become null and void as of such date.

         33. Effectiveness. In accordance with Section 16 of the Second Amended
Stockholders' Agreement, this Agreement shall be deemed valid and binding upon
all of the parties hereto as of the date of execution and delivery of
counterparts of this Agreement by the Company, Waller-Sutton and Stockholders
(including Waller-Sutton) holding not less than fifty percent (50%) of the
Common Stock Beneficially Owned by all Stockholders.

         34. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -28-
   29
         The parties hereto have executed this Agreement on the date first set
forth above.


                             THE COMPANY:

                             REGENT COMMUNICATIONS, INC.

                             By: /s/ Terry S. Jacobs
                                -------------------------------------------
                                          Terry S. Jacobs
                             Address:     50 E. River Center Blvd.
                                          Suite #180
                                          Covington, KY  41011
                                          Telecopier no: (606) 292-0352

                             with a copy (which shall not constitute notice) to:

                                      Alan C. Rosser, Esq.
                                      Strauss & Troy
                                      2100 PNC Center
                                      201 East Fifth Street
                                      Cincinnati, OH 45202-4186


                             /s/ Terry S. Jacobs
                             ----------------------------------------------
                             TERRY S. JACOBS
                             Address:     6561 Madeira Hills Dr.
                                          Cincinnati, OH  45243


                             /s/ William L. Stakelin
                             ----------------------------------------------
                             WILLIAM L. STAKELIN
                             Address:      1870 Madison Road
                                           Cincinnati, Ohio 45231


                                      -29-
   30
                             RIVER CITIES CAPITAL FUND LIMITED PARTNERSHIP

                             By:    River Cities Management Limited Partnership,
                                    General Partner

                                    By:   Mayson, Inc., General Partner

                                          By: /s/ R. Glen Mayfield
                                             ----------------------------------
                                          R. Glen Mayfield, Vice President
                                          Address:      221 East Fourth Street
                                                        Suite 1900
                                                        Cincinnati, Ohio 45202


                             BMO FINANCIAL, INC.

                             By:
                                -----------------------------------------------
                                          Christopher Young
                             Address:     30 Park Avenue
                                          16th Floor
                                          New York, New York 10022

                            with a copy (which shall not constitute notice) to:

                                   Jeffrey Norton, Esq.
                                   O'Melveny & Myers
                                   Citicorp Center
                                   153 E. 53rd Street
                                   53rd Floor
                                   New York, Ny 10022


                            GENERAL ELECTRIC CAPITAL CORPORATION

                            By: /s/ Kenneth M. Gacevich
                                -----------------------------------------------
                                         Kenneth Gacevich
                            Address:     3379 Peachtree Road, N.E.
                                         Suite 600
                                         Atlanta, GA  30326


                                      -30-
   31
                            with a copy (which shall not constitute notice) to:

                                   Elizabeth Hardy Noe, Esq.
                                   Paul, Hastings, Janofsky & Walker
                                   600 Peachtree Street, NE, Suite 2400
                                   Atlanta, GA 30308-2222


                            PNC BANK, N.A., as Trustee


                            By: /s/ Louis E. Valker
                                -----------------------------------------------
                                         Louis E. Valker
                            Address:     PNC Bank, N.A.
                                         2500 PNC Center - Fifth Floor
                                         201 East Fifth Street
                                         Cincinnati, Ohio 45202
                                         Attention: Louis E. Valker

                            PNC BANK, N.A., CUSTODIAN


                            By: /s/ Louis E. Valker
                                -----------------------------------------------
                                         Louis E. Valker
                            Address:     PNC Bank, N.A.
                                         2500 PNC Center - Fifth Floor
                                         201 East Fifth Street
                                         Cincinnati, Ohio 45202
                                         Attention: Louis E. Valker

                            WALLER-SUTTON MEDIA PARTNERS, L.P.

                            By:    Waller-Sutton Media, L.L.C., its
                                     General Partner

                                   By: /s/ William H. Ingram, Chairman
                                       ----------------------------------------
                                                William H. Ingram
                                   Address:     c/o Waller-Sutton Management
                                                  Group, Inc.
                                                1 Rockefeller Plaza, Suite 3300
                                                New York, NY 10020
                                                Attention: Cathy M. Brienza
                                                Telecopier no: (212) 218-4355


                                      -31-
   32
                            with a copy (which shall not constitute notice) to:

                                   RubinBaum LLP
                                   30 Rockefeller Plaza
                                   New York, NY 10112
                                   Attention: Paul A Gajer, Esq.
                                   Telecopier no: (212) 698-7825


                            /s/ William H. Ingram
                           -----------------------------------------------------
                            WILLIAM H. INGRAM
                                   Address:  c/o Waller-Sutton Management
                                                Group, Inc.
                                                1 Rockefeller Plaza, Suite 3300
                                                New York, NY 10020
                                                Telecopier no: (212) 218-4355

                            with a copy (which shall not constitute notice) to:

                                   RubinBaum LLP
                                   30 Rockefeller Plaza
                                   New York, NY 10112
                                   Attention: Paul A Gajer, Esq.
                                   Telecopier no: (212) 698-7825


                            WPG CORPORATE DEVELOPMENT ASSOCIATES V, L.P.

                            By:/s/ Kenneth J. Hanau
                               ------------------------------------------------
                                         Kenneth J. Hanau
                            Address:     Weiss Peck & Greer LLC
                                         One New York Plaza
                                         30th Floor
                                         New York, New York 10004-1950


                                      -32-
   33
                            with a copy (which shall not constitute notice) to:

                                   Michael J. Herling, Esq.
                                   Finn, Dixon & Herling
                                   One Landmark Square, 14th Floor
                                   Stamford, CT 06901-2601

                            WPG CORPORATE DEVELOPMENT ASSOCIATES V
                              (OVERSEAS), L.P.

                            By: /s/ Kenneth J. Hanau
                                -----------------------------------------------
                                         Kenneth J. Hanau
                            Address:     Weiss Peck & Greer LLC
                                         One New York Plaza
                                         30th Floor
                                         New York, New York 10004-1950

                            with a copy (which shall not constitute notice) to:

                                   Michael J. Herling, Esq.
                                   Finn, Dixon & Herling
                                   One Landmark Square, 14th Floor
                                   Stamford, CT 06901-2601


                            BLUE CHIP CAPITAL FUND II LIMITED PARTNERSHIP

                            By:    Blue Chip Venture Company, Ltd.,
                                   its general partner

                                   By: /s/ John H. Wyant
                                       ----------------------------------------
                                                John H. Wyant
                                   Address:     Blue Chip Venture Co.
                                                250 East Fifth Street
                                                Suite 1100
                                                Cincinnati, Ohio 45202


                                      -33-
   34
                            with a copy (which shall not constitute notice) to:

                                   Gerry Greenberg, Esq.
                                   Taft, Stettinius & Hollister
                                   425 Walnut Street
                                   1800 Star Bank Center
                                   Cincinnati, OH 45202-3957


                            BLUE CHIP CAPITAL FUND III LIMITED PARTNERSHIP

                            By:/s/ John H. Wyant
                               ------------------------------------------------
                                         John H. Wyant
                            Address:     Blue Chip Venture Co.
                                         250 East Fifth Street
                                         Suite 1100
                                         Cincinnati, Ohio 45202

                            with a copy (which shall not constitute notice) to:

                                   Gerry Greenberg, Esq.
                                   Taft, Stettinius & Hollister
                                   425 Walnut Street
                                   1800 Star Bank Center
                                   Cincinnati, OH 45202-3957


                            MIAMI VALLEY VENTURE FUND L.P.

                            By:    Blue Chip Venture Company of Dayton, Ltd.,
                                   its special limited partner


                                   By: /s/ John H. Wyant
                                       ----------------------------------------
                                                John H. Wyant
                                                Manager
                                   Address:     Blue Chip Venture Co.
                                                250 East Fifth Street
                                                Suite 1100
                                                Cincinnati, Ohio 45202


                                      -34-
   35
                      with a copy (which shall not constitute notice) to:

                             Gerry Greenberg, Esq.
                             Taft, Stettinius & Hollister
                             425 Walnut Street
                             1800 Star Bank Center
                             Cincinnati, OH 45202-3957


                      /s/ Joel M. Fairman
                      --------------------------------------------------------
                      JOEL M. FAIRMAN
                      Address:      333 Glen Head Road
                                    Suite 220
                                    Old Brookville, NY  11545
                                    Telecopier no: (516) 676-2631


                      THE ROMAN ARCH FUND L.P.

                      By: Robert Willard
                         -----------------------------------------------------
                                    Robert Willard
                      Address:      c/o Prudential Securities
                                    One new York Plaza, 18th Floor
                                    New York, NY 10292

                      THE ROMAN ARCH FUND II L.P.

                      By: Robert Willard
                         -----------------------------------------------------
                                    Robert Willard
                      Address:      c/o Prudential Securities
                                    One new York Plaza, 18th Floor
                                    New York, NY 10292


                                      -35-
   36
                      MESIROW CAPITAL PARTNERS VII

                      By:    Mesirow Financial Services, Inc.,
                             its General Partner

                             By: /s/ William P. Sutter, Jr.
                                 ---------------------------------------------
                                    William P. Sutter, Jr., Vice President
                             Address:     350 North Clark
                                          Chicago, Illinois 60610

                      with a copy (which shall not constitute notice) to:

                             Charles E. Levin, Esq.
                             Jenner & Block
                             One IBM Plaza
                             Chicago, IL 60611


                      THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

                      By: /s/ William Ogden
                         -----------------------------------------------------
                                    William Ogden
                      Address:      Gateway Center One
                                    11th Floor
                                    Newark, NJ 07102

                      with a copy (which shall not constitute notice) to:

                             Steven Gartner, Esq.
                             Willkie Farr & Gallagher
                             787 Seventh Avenue
                             New York, NY 10019


                                      -36-

EX-4.JJ

   1
                                                                  Exhibit 4 (jj)


                            STOCK PURCHASE AGREEMENT


         This Stock Purchase Agreement (this "Agreement") dated as of the 24th
day of November, 1999 between REGENT COMMUNICATIONS, INC., a Delaware
corporation (the "Company") and BLUE CHIP CAPITAL FUND III LIMITED PARTNERSHIP,
an Ohio limited partnership (the "Buyer").

         1. Authorization. The Company will authorize the sale and issuance
under this Agreement of 363,636 shares (the "Shares") of its Series K
Convertible Preferred Stock (the "Series K Preferred Stock"), having the rights,
privileges and preferences as set forth in the Certificate of Designation (the
"Certificate") substantially in the form attached to this Agreement as Exhibit
A. The shares of Common Stock into which the Shares will be convertible are
referred to herein as the "Conversion Stock."

         2. Sale and Purchase of the Series K Preferred Stock. On and subject to
the terms and conditions set forth herein, the Company agrees that it will sell,
issue and deliver to Buyer, and Buyer agrees that it will purchase from the
Company on the Closing Date, 363,636 shares of the Series K Convertible
Preferred Stock.

         3. Closing Date. The closing of the purchase and sale of the Series K
Preferred Stock hereunder shall be on November 30, 1999 (the "Closing") or at
such other time upon which the Company and Buyer shall agree (the date of the
Closing is hereinafter referred to as the "Closing Date").

         4. Purchase Price. The purchase price for the Series K Preferred Stock
is One Million Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Eight
Dollars ($1,999,998.00) ($5.50 per share) (the "Purchase Price"), which sum
Buyer will pay to the Company by wire transfer of immediately available funds on
the Closing Date.

         5. Deliveries by the Company. At the Closing, the Company will deliver
to Buyer the following:

                  (a) a stock certificate or certificates representing the
Series K Preferred Stock duly issued in the name of Buyer and bearing the
legends set forth in Section 7(j) hereof;

                  (b) an opinion of Strauss & Troy, as counsel to the Company,
in the form attached as Exhibit B; and

                  (c) a certificate, dated as of the Closing Date, signed by the
Chairman of the Board, the President of the Company or the Company's Chief
Financial Officer, certifying that the representations and warranties of the
Company contained herein are true and correct in all material respects at and as
of the Closing Date.

         6. Representations and Warranties of the Company. The Company
represents and warrants to Buyer as follows:

                  (a) Organization and Qualification. The Company is a
corporation duly organized and existing under, and by virtue of, the laws of the
State of Delaware and is in good standing under such laws. The Company has
requisite power and authority to own and operate its properties and
   2
assets, and to carry on its business as presently conducted. The Company is
authorized to transact business as a foreign corporation in good standing in
those jurisdictions in which the nature of its activities or the property owned
by it make such qualification necessary.

                  (b) Authorization. All corporate action on the part of the
Company necessary for the authorization, execution, delivery and performance of
this Agreement by the Company, the authorization, sale, issuance and delivery of
(i) the Shares and (ii) the Conversion Stock and the performance of all of the
Company's obligations hereunder has been taken or will be taken prior to the
Closing. This Agreement, when executed and delivered by the Company, shall
constitute the valid and binding obligation of the Company, enforceable in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally and except as enforcement is subject to general
principles of equity regardless of whether enforcement is considered in a
proceeding at law or in equity. The Shares, when issued in compliance with the
provisions of this Agreement, will be validly issued, fully paid and
nonassessable. The Conversion Stock has been duly and validly reserved and, when
issued in compliance with the provisions of this Agreement, will be validly
issued, fully paid and nonassessable. The Shares and the Conversion Stock will
be free of any liens or encumbrances, other than any liens or encumbrances
created by or imposed upon the holders thereof through no action of the Company;
provided, however, that the Shares and the Conversion Stock will be subject to
restrictions on transfer under state and/or federal securities laws as set forth
herein and under certain other restrictions as set forth in that certain Second
Amended and Restated Stockholders' Agreement dated as of June 15, 1998 among the
Company, Waller-Sutton Media Partners, L.P. and the others named therein, as
amended. The issuance of the Shares will not violate any preemptive rights
available to the holders of any of the Company's securities. The Series K
Preferred Stock shall have the rights, preferences, privileges and restrictions
set forth in the Certificate.

                  (c) Compliance with Laws. The Company is not in violation of
(i) any applicable order, judgment, injunction, award or decree, or (ii) any
federal, state, local or foreign law, statute, rule, ordinance or regulation or
any other requirement of any governmental or regulatory body, court or
arbitrator applicable to the business of the Company except for violations which
reasonably could not have a material adverse effect on the business or
properties of the Company. The Company has obtained all licenses, permits,
orders and approvals of any federal, state, local or foreign governmental
regulatory body (collectively, "Permits") that are material to or necessary for
the conduct of the business of the Company. All of such Permits are in full
force and effect, no violations are or have been recorded in respect of any
Permit and no proceeding is pending or, to the best of the Company's knowledge,
threatened to revoke or limit any such Permit.

                  (d) Compliance with Other Instruments, None Burdensome, etc.
The Company is not in violation of any term of its Amended and Restated
Certificate of Incorporation or By-Laws, or of any term or provision of any
material mortgage, indebtedness, indenture, contract, agreement, instrument,
judgment or decree. The execution, delivery and performance of and compliance
with this Agreement and the issuance of the Series K Preferred Stock and the
Conversion Stock have not resulted and will not result in any violation of, or
conflict with, or constitute a default under, the Company's existing Amended and
Restated Certificate of Incorporation or By-Laws or any of its agreements or
result in the creation of, any mortgage, pledge, lien, encumbrance or charge
upon any of the properties or assets of the Company.
   3
                  (e) Litigation. Except as set forth on Schedule 1 hereto,
there are no actions, suits, proceedings or investigations pending against the
Company or its properties before any court or governmental agency (nor, to the
best of the Company's knowledge, is there any reasonable basis therefor or
threat thereof).

                  (f) Governmental Consent, etc. No consent, approval or
authorization of (or designation, declaration of filing with) any governmental
authority on the part of the Company is required in connection with the valid
execution and delivery of this Agreement, or the offer, sale or issuance of the
Series K Preferred Stock and the Conversion Stock, or the consummation of any
other transaction contemplated hereby, except (i) filing of the Certificate in
the office of the Secretary of State of the State of Delaware, and (ii)
qualification (or taking such action as may be necessary to secure an exemption
from qualification, if available) of the offer and sale of the Series K
Preferred Stock and the Conversion Stock under applicable state securities laws,
which filings and qualifications, if required, will be accomplished in a timely
manner.

                  (g) Offering. Subject to the accuracy of the Buyer's
representations in Section 7 hereof, the offer, sale and issuance of the Series
K Preferred Stock to be issued in conformity with the terms of this Agreement,
and the issuance of the Conversion Stock upon conversion of the Series K
Preferred Stock, constitute transactions exempt from the registration
requirements of Section 5 of the Securities Act of 1933, as amended (the
"Securities Act").

                  (h) Brokers or Finders. Except for fees payable to Prudential
Securities (which fees shall be paid by the Company), the Company has not
incurred, and will not incur, directly or indirectly, as a result of any action
taken by the Company, any liability for brokerage or finders' fees or agents'
commissions or any similar charges in connection with this Agreement.

                  (i) Disclosure. No representations or warranty by the Company
in this Agreement, nor any statement, document, or certificate, furnished or to
be furnished, to the Buyer in connection herewith, or pursuant hereto, contains
or will contain any untrue statement of a material fact, or omits or will omit
to state any material fact necessary to make any statement herein or therein not
misleading.

                  (j) No Material Adverse Change. Between the date of the
financial statements filed as part of the Company's 1999 third quarter 10-Q and
the Closing Date, there has not been any change in the assets, liabilities,
financial condition or operations of the Company from that reflected in such
financial statements, except changes in the ordinary course of business which
have not been, either in any case or in the aggregate, materially adverse.

                  (k) Financial Condition. The financial statements of the
Company filed as part of the Company's 1999 third quarter 10-Q ("the Financial
Statements") fairly present, in all material respects, the financial position of
the Company and its subsidiaries as of the dates thereof, and the results of
operations and cash flows of the Company and its subsidiaries as of the dates or
for the periods set forth therein, all in conformity with GAAP consistently
applied during the period involved, except as otherwise set forth in the notes
thereto and subject, in the case of the unaudited financial statements, to the
absence of footnotes and normal year-end audit adjustments.

                  (l) Securities and Exchange Commission Documents. The Company
has filed all registration statements, proxy statements, reports and other
documents required to be filed by it under
   4
the Securities Act of 1933, as amended, or the Securities and Exchange Act of
1934, and all amendments thereto (collectively, the "Commission Documents").
Each Commission Document when filed with the Securities and Exchange Commission
was true and accurate in all material respects and in compliance in all material
respects with the requirements of its respective report form.

                  (m) Credit Agreement. The Company is not in default and no
event has occurred which, with notice or lapse of time or both, would constitute
a default, in the due performance or observance of any term, covenant or
condition contained in that certain Credit Agreement between the Company,
certain lenders and The Bank of Montreal, dated as of November 14, 1997, as
amended (the "Credit Agreement").

         7. Representations and Warranties of Buyer. Buyer hereby represents and
warrants to the Company with respect to the purchase of the Shares as follows:

                  (a) Non-Registration. Buyer understands that the offering and
sale of the Series K Preferred Stock is intended to be exempt from registration
under the Securities Act of 1933, as amended (the "1933 Act"), by virtue of
Section 4(2) of the Act and the provisions of Regulation D promulgated
thereunder, that the Series K Preferred Stock has not been registered under the
1933 Act or under the securities laws of any state, and that the Company will be
under no obligation to effect any such registration.

                  (b) Investment Intent. Buyer is purchasing the Series K
Preferred Stock and the Conversion Stock for its own account, for investment and
not with a view to resale, distribution, or other disposition, and Buyer has no
present plans to enter into any contract, undertaking, agreement or arrangement
for any such resale, distribution or other disposition. It understands that the
Shares and the Conversion Stock have not been, and will not be, registered under
the Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy of
such Buyer's representations as expressed herein. Buyer will not sell or
otherwise transfer the Series K Preferred Stock without registration under the
1933 Act and applicable state securities laws, or pursuant to an exemption from
the registration requirements thereof which, in the opinion of counsel
reasonably acceptable to the Company, is available for the transaction.

                  (c) Rule 144. Buyer acknowledges that the Shares and the
Conversion Stock must be held indefinitely unless subsequently registered under
the Securities Act or unless an exemption from such registration is available.
It is aware of the provisions of Rule 144 promulgated under the Securities Act
which permit limited resale of shares purchased in a private placement subject
to the satisfaction of certain conditions, including, among other things, the
existence of a public market for the shares, the availability of certain current
public information about the Company, the resale occurring not less than one
year after a party has purchased and paid for the security to be sold, the sale
being effected through a "broker's transaction" or in transactions directly with
a "market maker" and the number of shares being sold during any three-month
period not exceeding specified limitations.

                  (d) No Public Market. Buyer understands that no public market
now exists for the Shares and that the Company has made no assurances that a
public market will ever exist for the Shares.
   5
                  (e) Status of Buyer. Buyer: (i) is an "accredited investor,"
as that term is defined in Rule 501(a) of Regulation D promulgated under the
1933 Act, inasmuch as Buyer meets the requirements of subparagraph (a)(3) of
Rule 501; (ii) was not formed for the primary purpose of evading federal or
state securities laws, and (iii) is a "Qualified Institutional Buyer" as defined
in 17 CFR .144A(a).

                  (f) Opportunity to Review Books and Records. Buyer has had a
reasonable opportunity to inspect all documents, books and records pertaining to
the Company and the Series K Preferred Stock and confirms that the Series K
Preferred Stock is being purchased without Buyer's receipt of any offering
literature.

                  (g) Opportunity for Questions. Buyer has had a reasonable
opportunity to ask questions of and receive answers from a person or persons
acting on behalf of the Company concerning the Company, its business and
operations, the terms of the Series K Preferred Stock and all other aspects of
investment in the Company, and all such questions have been answered to the full
satisfaction of Buyer.

                  (h) Manner of Purchase. Buyer is not subscribing for the
Series K Preferred Stock as a result of or pursuant to any advertisement,
article, notice or other communication published in any newspaper, magazine, or
similar media or broadcast over television or radio, or presented at any seminar
or meeting, or any solicitation of a subscription by a person other than a
representative of the Company.

                  (i) Brokers or Finders. Buyer has not incurred, and will not
incur, directly or indirectly, as a result of any action taken by the Company,
any liability for brokerage or finders' fees or agents' commissions or any
similar charges in connection with this Agreement.

                  (j) Legends. Buyer understands that the certificate(s)
representing the Series K Preferred Stock shall bear legends in substantially
the following forms, and Buyer shall not transfer any of the shares of Series K
Preferred Stock, or any shares of common stock that may be issued on conversion
thereof, or any interest therein, except in accordance with the terms of such
legends:

         "The securities represented by this certificate have not been
         registered under the Securities Act of 1933, as amended, or the
         securities laws of any state (the "Securities Laws"). These securities
         may not be offered, sold, transferred, pledged or hypothecated in the
         absence of registration under applicable Securities Laws, or the
         availability of an exemption therefrom. This certificate will not be
         transferred on the books of the Corporation or any transfer agent
         acting on behalf of the Corporation except upon the receipt of an
         opinion of counsel, satisfactory to the Corporation, that the proposed
         transfer is exempt from the registration requirements of all applicable
         Securities Laws, or the receipt of evidence, satisfactory to the
         Corporation, that the proposed transfer is the subject of an effective
         registration statement under all applicable Securities Laws."

         "The issuer is subject to restrictions contained in the Federal
         Communications Act, as amended. The securities evidenced by this
         certificate may not be sold, transferred,
   6
         assigned or hypothecated if, as a result thereof, the issuer would be
         in violation of that act."

         "The securities represented by this certificate are subject to the
         terms and entitled to the benefits of that certain Registration Rights
         Agreement dated as of June 15, 1998 among the Company and certain of
         its stockholders, as the same may be amended from time to time, and
         that certain Second Amended and Restated Stockholders' Agreement dated
         as of June 15, 1998 among the Company and certain of its stockholders,
         as the same may be amended from time to time."

                  (k) Authority of Buyer. This Agreement, when executed and
delivered by the Buyer will constitute the legal, valid and binding obligation
of Buyer, enforceable against Buyer in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting enforcement of creditors' rights generally and except
as enforcement is subject to general principles of equity regardless of whether
enforcement is considered in a proceeding at law or in equity.

                  (l) No Conflicts. The execution, delivery and performance of
this Agreement by Buyer will not violate in any material respect any provision
of law or any rule or regulation of any federal, state or local governmental
authority to which Buyer is subject, nor result in a breach or violation by
Buyer of any of the terms or provisions of, or constitute an event of default
under, any material indenture, mortgage, trust (constructive or otherwise), loan
agreement, lease or other agreement or instrument to which Buyer is a party or
by which Buyer or its assets are bound. Buyer is not a party to, or subject to,
or bound by, any judgment, award, injunction, order or decree of any court or
governmental authority, or any arbitration award which may restrict or interfere
with the performance by Buyer of this Agreement or such other documents as may
be delivered by Buyer in connection herewith.

                  (m) Legal Proceedings. There is no action, suit, proceeding or
investigation pending (or, to the knowledge of Buyer, threatened) against Buyer
in, before or by any court, administrative agency or arbitrator affecting the
ability of Buyer to carry out the provisions of this Agreement and the
transactions contemplated hereby.

         8. Buyer's Conditions to Closing. The Buyer's obligation to purchase
the Shares at the Closing is subject to the fulfillment of the following
conditions:

                  (a) Representations and Warranties Correct. The
representations and warranties made by the Company in Section 6 hereof shall be
true and correct, if limited by materiality, in accordance with the terms
thereof in all respects, and if not so limited by materiality, in all material
respects, as of the Closing Date.

                  (b) Covenants. All covenants, agreements and conditions
contained in this Agreement to be performed by the Company on or prior to the
Closing Date shall have been performed or complied with in all material
respects.
   7
                  (c) Compliance with State Securities Laws. The Company shall
have obtained all permits and qualifications required by any state for the offer
and sale of the Shares and the Conversion Stock, or shall have the availability
of exemptions therefrom.

                  (d) Legal Matters. All material matters of a legal nature
which pertain to this Agreement and the transactions contemplated hereby shall
have been reasonably approved by counsel to Buyer.

                  (e) Requisite Consents. All requisite consents shall have been
obtained by the Company in order to cause the Buyer to be added as a Stockholder
to (i) that certain Second Amended and Restated Stockholders' Agreement dated as
of June 15, 1998, as amended, among the Company, Waller-Sutton Media Partners,
L.P. and the other stockholders named therein (the "Stockholders' Agreement"),
and as a party to (ii) that certain Registration Rights Agreement dated as of
June 15, 1998, as amended, among the Company, Waller-Sutton and the others named
therein (the "Registration Rights Agreement").

                  (f) Amendment to Stockholder's Agreement and By-Laws. The
Stockholders' Agreement and the By-laws of the Company shall have been amended
and restated, to the extent necessary to give effect to the following:

                           (i) clause (i) of the definition of "Qualified Public
Offering" in the Stockholders' Agreement shall be deleted and replaced with the
following clause (i):

                           "at a per share price of at least $6.50 (equitably
                  adjusted for any stock splits, reverse stock splits or stock
                  dividends accruing after the date hereof), provided such
                  Qualified Public Offering shall occur prior to June 15, 2000,
                  or at a price per share of $12.00 (equitably adjusted for any
                  stock splits, reverse stock splits or stock dividends accruing
                  after the date hereof) if such Qualified Public Offering shall
                  occur on or after June 15, 2000;


                           (ii) Following a Qualified Public Offering, in those
instances where the Stockholders' Agreement provides for the consent, approval
or agreement by Waller-Sutton for certain actions, such consent, approval or
agreement shall be made by the Executive Committee, as defined below (subject to
the right of the Board of Directors, by a two-thirds vote, to give such consent
or approval in the event of a failure of the Executive Committee to do so), or
following the termination of the Executive Committee, by the Board of Directors;

                           (iii) Section 2 "Board of Directors" shall be amended
as follows:

                                    (A) Subsection 2 (a)(i) shall be amended to
read as follows:

                  "the number of directors constituting the members of the Board
                  of Directors of the Company (the "Board") shall be nine, up to
                  seven of whom shall be the persons entitled to be designated
                  to serve on the Board in accordance with the provisions of
                  Section 2(a)(ii) below;"
   8
                                    (B) Subsection 2 (a)(ii) shall be amended to
read as follows:

                  "(ii) the following persons shall at all times constitute
                  members of the Board and shall be elected to the Board at each
                  annual meeting of the Stockholders of the Company:


                                                      (1)  Jacobs, during the
                  Jacobs Employment Period;

                                                      (2)  Stakelin, during the
                  Stakelin Employment Period;

                                                      (3)  Two persons
                  designated by Waller-Sutton, who initially shall be William H.
                  Ingram and Richard H. Patterson;

                                                      (4)  one person
                  designated by Blue Chip, who shall initially be John H. Wyant;

                                                      (5)  one person
                  designated by Mesirow Capital Partners VII and its affiliates,
                  who shall initially be William P. Sutter, Jr.; and

                                                      (6)  one person
                  designated by Weiss, Peck & Greer, L.L.C. and its affiliates,
                  who shall initially be Kenneth J. Hanau.


                  provided, however, that the designation of persons pursuant to
                  (3) to (6) above, may only be made if the Stockholder making
                  the designation and its affiliates (including, in the case of
                  Waller-Sutton, William Ingram and the Waller-Sutton Permitted
                  Transferees) Beneficially Own at least 2.5% of the outstanding
                  Voting Stock of the Company at the time of each such
                  designation.


                           (iv) "Section 6, "Waller-Sutton Approval Rights," and
       Section 9, "Sale of the Company," shall terminate effective upon the
       closing of a Qualified Public Offering. The introductory paragraph of
       Section 6 shall be amended and restated to provide that, prior to the
       closing of the Qualified Public Offering, the Company shall not take or
       permit to occur, and the Stockholders shall not consent to approve or
       vote for any of the events or actions described in subsection 6(a)
       through 6(j) unless such have been approved in advance, in writing, by a
       majority of the members of an Investors Committee. Such Investors
       Committee shall consist of the following individuals:

         (1)      two persons designated by Waller-Sutton, who initially shall
                  be William H. Ingram and Richard Patterson;

         (2)      one person designated by Blue Chip, who shall initially be
                  John H. Wyant;
   9
         (3)      one person designated by Mesirow Capital Partners VII, who
                  shall initially be William P. Sutter, Jr.; and

         (4)      one person designated by Weiss, Peck & Greer, L.L.C., who
                  shall initially be Kenneth J. Hanau;

       provided, however, that a Stockholder shall lose the right to designate a
       member of the Investors Committee, and any member designated by it then
       serving on the Investors Committee shall immediately resign, at such time
       as such Stockholder and its affiliates (including, in the case of
       Waller-Sutton, William Ingram and the Waller-Sutton Permitted
       Transferees) Beneficially Own less than 2.5% of the Voting Stock of the
       Company.

                           (v) Effective upon completion of a Qualified Public
         Offering, there shall be created by the Board of Directors of the
         Company a five-member executive committee of Directors (the "Executive
         Committee"), which shall initially consist of William H. Ingram,
         Kenneth J. Hanau, John H. Wyant, Richard H. Patterson and William P.
         Sutter, Jr. The Executive Committee shall have the power, in accordance
         with applicable Delaware law, to review and make recommendations to the
         Board of Directors regarding:

                           (A) the purchase or lease by the Company or any
         subsidiary thereof of any business or assets, other than the purchase
         or lease of assets in the ordinary course of business (it being
         understood, however, that the purchase or lease of any radio
         broadcasting station or Federal Communications Commission ("FCC")
         license is not a purchase or lease in the ordinary course), or the
         execution of any agreement providing for the purchase, lease,
         construction or management of or in respect of radio broadcasting
         stations (including time brokerage agreements and local marketing
         agreements and the like);

                           (B) the sale of any assets (other than substantially
         all) of the Company or any subsidiary thereof, or the execution of any
         agreement in respect thereof (other than the sale of advertising time
         and excess or obsolete furniture, fixtures or equipment in the ordinary
         course of business);

                           (C) the issuance or sale of any equity or debt
         securities of the Company or any subsidiary thereof or any rights to
         acquire any of such equity or debt securities (including options and
         warrants) or the issuance or sale of stock appreciation or other
         "phantom" stock rights, other than Permitted Issuances (as defined in
         the Stockholders' Agreement), or the execution of any agreements in
         respect thereof;

                           (D) the incurrence or assumption of any Indebtedness
         (as defined in the Stockholders' Agreement) by the Company or any
         Subsidiary thereof, other than Permitted Indebtedness (as defined in
         the Stockholders' Agreement) and;

                           (E) by-law amendments to the extent they relate to
         the Executive Committee or its power or authority.

                  A recommendation by the Executive Committee that the Board of
         Directors approve or reject any such action shall be made by the vote
         of a majority of the total members of the
   10
         Executive Committee. In the event that the Executive Committee votes to
         recommend any such action, the Board of Directors may approve or reject
         such action by a vote of majority of the voting directors (assuming
         that a quorum is present). In the event the Executive Committee votes
         not to recommend any such action or, within 10 business days after the
         matter has been referred to it in writing by the Chairman of the Board
         or the President, fails to provide any recommendation, the Board of
         Directors may approve such action only with the affirmative vote of
         two-thirds of the total number of Directors.

                           (vi) The existence of the Executive Committee and the
         provisions regarding its rights and duties shall terminate on the
         earlier of the third anniversary of the creation thereof or on the
         affirmative vote of three-fourths of the total number of Directors.

                           (vii) Section 14 shall be deleted in its entirety and
         replaced with the following new Section 14:

                  "14. Termination of Certain Provisions. The provisions of
                  Sections 7, 10, 11 and 12 of this Agreement will terminate
                  upon the closing of a Qualified Public Offering. In addition,
                  this Agreement or any portion thereof, may be terminated with
                  the written agreement of the Company, the Executive Committee
                  and Stockholders (including Waller-Sutton) beneficially owning
                  more than 66 2/3% of the Common Stock Beneficially Owned by
                  all Stockholders. The provisions of Section 2 of this
                  Agreement will terminate upon the fifth anniversary of the
                  closing of a Qualified Public Offering.

                  (g)    Amendment of Registration Rights Agreement.

                           (1) The Company shall have caused the first sentence
of Paragraph 2(a) of the Registration Rights Agreement to be amended to
substitute the word "or" for the word "and" therein so that hereafter it shall
read in its entirety as follows:

                  "At any time, Waller-Sutton or, after July 1, 2000,
                  Waller-Sutton or the holders of at least 10% of the
                  outstanding Common Stock (computed on an "as-converted" and
                  fully diluted basis) shall have the right to request that
                  Regent register all or part of its Registrable Securities
                  under the Securities Act of 1933, as amended (the "Securities
                  Act")."

                           (2) The Company shall have caused Paragraph 2(g) of
the Registration Rights Agreement to be amended and restated in its entirety to
read as follows:

                  (g) In addition to the right to request registration pursuant
                  to Section 2(a), if the Company is eligible to register
                  securities with the SEC on behalf of selling Stockholders on
                  Form S-3, or a similar "short form" registration statement,
                  then (i) at any time Waller-Sutton or, after the first
                  anniversary of a Qualified Public Offering, Waller-Sutton or
                  the holders of at least 10% of the outstanding Common Stock
                  (computed on an "as-converted" and fully-diluted basis), will
                  be entitled to request an unlimited number of such "short
                  form" registrations (which may constitute a shelf registration
                  pursuant to Rule
   11
                  415 under the Securities Act) for which the Company will pay
                  all Registration Expenses and (ii) after the first anniversary
                  of a Qualified Public Offering, Prudential and Mesirow, acting
                  together, will be entitled to request one non-underwritten
                  "short form" registration (which may constitute a shelf
                  registration pursuant to Rule 415 under the Securities Act)
                  for which the Company will pay all Registration Expenses. All
                  Stockholders shall be entitled to participate in such "short
                  form" registrations in the same manner as provided in Section
                  2(a).

                  (3) There shall be inserted a new section 2(j) stating:

                  Registrations made pursuant to this Section 2 shall be made
                  using "short form" registration statements whenever Regent is
                  permitted to use such applicable form and Waller-Sutton or
                  such other holders as are entitled to request registration
                  pursuant to this Section 2(a) request or consent to the use of
                  such form. Notwithstanding the provisions of Section 4(a)(ii),
                  the Company shall not be required to keep any registration
                  statement filed pursuant to Section 2(g)(ii) effective for a
                  period of more than 90 days.

                  (4) The Company shall have caused Paragraph 10(c) of the
Registration Rights Agreement to be amended and restated in its entirety to read
as follows:

                  (c) In the event the Registrable Securities of Waller-Sutton
                  initially sought to be included on a Registration Statement
                  (prior to the operation or application of any "cut-back"
                  provisions set forth herein) do not represent more than 20% of
                  Waller-Sutton's Registrable Securities or in the event the
                  Registrable Securities of Waller-Sutton are not included on a
                  registration statement filed pursuant to Section 2 or 3
                  hereof, the term "Waller-Sutton," as used in Sections 2(b),
                  2(f), 2(i) (only in the proviso therein), 4(a)(iv), 4(f) and
                  7(c) in respect of such registration statement, shall refer to
                  the holders of a majority of the Registrable Securities being
                  included on such registration statement.

                  (5) The Company shall have caused the first sentence of
Paragraph 5 of the Registration Rights Agreement to be amended by substituting
for the phrase "Waller-Sutton," in the third line thereof, the phrase "Investors
Committee" or "Executive Committee, each as defined under the Second Amended and
Restated Stockholders Agreement, as amended, among Waller-Sutton and the other
Stockholders which are parties thereto (the "Stockholders Agreement"), or
following any termination of the Executive Committee, the Corporation's Board of
Directors."

                  (6) The Company shall have caused the definition of "Qualified
Public Offering" under Paragraph 11 of the Registration Rights Agreement to be
amended and restated in its entirety to read as follows:

                  "Qualified Public Offering" shall have the meaning ascribed to
                  it in the Stockholders Agreement."
   12
         9. Company's Conditions to Closing. The Company's obligation to sell
and issue the Shares at the Closing Date is, at the option of the Company,
subject to the fulfillment as of the Closing Date of the following conditions:

                  (a) Representations and Warranties Correct. The
representations and warranties made by Buyer in Section 7 hereof shall be true
and correct when made, and shall be true and correct on the Closing Date.

                  (b) Compliance with State Securities Laws. The Company shall
have obtained all permits and qualifications required by any state for the offer
and sale of the Shares and the Conversion Stock, or shall have the availability
of exemptions therefrom.

                  (c) Legal Matters. All material matters of a legal nature
which pertain to this Agreement, and the transactions contemplated hereby, shall
have been reasonably approved by counsel to the Company.

         10. Reimbursement of Legal Fees. The Company hereby agrees to reimburse
Buyer for its legal fees incurred in connection with the negotiation, execution
and performance of this Agreement.

         11. Miscellaneous.

                  (a) Notices. Any notice, request or other document to be given
hereunder to any party shall be effective upon receipt (or refusal of receipt)
and shall be in writing and delivered personally or sent by telecopy or
certified or registered mail, postage prepaid:

                         (i)    if to the Company, addressed to:

                                  Regent Communications, Inc.
                                  50 East RiverCenter Boulevard, Suite 180
                                  Covington, KY  41011
                                  Attn:  Terry S. Jacobs, Chairman of the Board
                                  Facsimile:   (606) 292-0352

                                with a copy to:

                                  Strauss & Troy
                                  The Federal Reserve Building
                                  150 East Fourth Street
                                  Cincinnati, Ohio 45202-4018
                                  Attn:  Alan C. Rosser, Esq.
                                  Facsimile:   (513) 241-8289
   13
                         (ii) if to Buyer, addressed to:

                                  Blue Chip Capital Fund III Limited Partnership
                                  250 East Fifth Street, Suite 1100
                                  Cincinnati, Ohio 45202
                                  Attn: John H. Wyant
                                  Facsimile: (404) 723-2306

                                with copies to:

                                  Taft, Stettinius & Hollister LLP
                                  1800 Firstar Tower
                                  425 Walnut Street
                                  Cincinnati, Ohio 45202
                                  Attn: Gerald S. Greenberg, Esq.
                                  Facsimile:   (513) 381-0205

or to such other address or telecopy number as any party shall have specified by
notice given to the other parties in the manner specified above.

                  (b) Entire Agreement; Amendment. This Agreement, including the
Exhibits and Schedules hereto, and the other agreements expressly contemplated
by this Agreement, contain the entire agreement between the parties with respect
to the subject matter hereof and supersede all prior oral and written
agreements, memoranda, term sheets, understandings and undertakings among the
parties hereto relating to the subject matter hereof. This Agreement may be
modified or amended only by a written instrument executed by or on behalf of the
parties hereto.

                  (c) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of Ohio without
regard to the application of its conflicts of laws principles. The parties
hereby waive all right to trial by jury in any action, suit or proceeding
brought to enforce or defend any rights or remedies under this Agreement or the
transactions contemplated hereby.

                  (d) Severability. In case any provision in this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.

                  (e) Construction. The section and subsection headings used
herein are for convenience of reference only, are not a part of this Agreement
and are not to affect the construction of, or be taken into consideration in
interpreting, any provision of this Agreement. As used in this Agreement, the
masculine, feminine and neuter gender each includes the other, unless the
context otherwise dictates. Any and all schedules and exhibits referred to in
this Agreement and attached hereto are and shall be deemed to be incorporated in
this Agreement as if fully set forth herein.

                  (f) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
   14
                  (g) Specific Performance. The parties hereto acknowledge that
damages may be an inadequate remedy for any breach of the provisions of this
Agreement and agree that the obligations of the parties hereunder may be
specifically enforceable, and no party will take any action to impede the other
from seeking to enforce such right of specific performance after any such
breach.

                  (h) Successors and Assigns: Assignability. Except as otherwise
provided herein, this Agreement shall be binding upon and inure to the benefit
of and be enforceable by the parties hereto and their respective successors and
permitted assigns; provided, however, that the right of the Buyer to purchase
the Series K Preferred Stock shall not be assignable without the consent of the
Company. This Agreement (i) shall not confer upon any person other than the
parties hereto and their respective successors and permitted assigns any rights
or remedies hereunder; and (ii) shall not be assignable by either party without
the prior written consent of the other.

                  (i) Further Assurances. Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use all reasonable efforts
to take, or cause to be taken, all action and to do, or cause to be done, all
things necessary proper or advisable to consummate and make effective the
transactions contemplated by this Agreement.

                  (j) Survival. The representations and warranties of the
parties contained herein shall survive execution and delivery of this Agreement
and issuance and delivery of the Series K Preferred Stock hereunder.





                         [SIGNATURES ON FOLLOWING PAGE]
   15
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered, as of the day and year first above written.


                        COMPANY:

                        REGENT COMMUNICATIONS, INC.


                        By:    /s/ Terry S. Jacobs
                               -------------------------------------------------

                        Its:   Chairman and Chief Executive Officer
                               -------------------------------------------------


                        BUYER:

                        BLUE CHIP CAPITAL FUND III LIMITED PARTNERSHIP


                        By: Blue Chip Venture Company, Ltd., its general partner

                        By:    /s/ John H. Wyant
                               -------------------------------------------------

                        Its:   Manager
                               -------------------------------------------------
   16
                                   SCHEDULE 1

             EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES OF COMPANY

         The following exceptions are stated to the representations and
warranties of the Company made in Section 6 of this Agreement, with reference to
a subsection where the exception is relevant; provided, however, any listing of
a matter under a particular subsection shall also be deemed to be a listing of
such matter as an exception to any other relevant subsection of Section 6 of the
Agreement.

                                  SECTION 6(e)

         On July 29, 1998, the United States Department of Justice ("DOJ")
issued a Civil Investigative Demand ("CID") to the Company requesting
information relating to the Company's acquisition of six radio stations in and
around Redding, California ("Redding Stations"). In response to the CID, the
Company has submitted certain information requested by DOJ so that it may
evaluate whether the Company's acquisition of the Redding Stations was in
violation of applicable federal antitrust laws. The Company believes that its
acquisition of the Redding Stations did not involve a violation of antitrust
laws; however, it can not predict what DOJ will conclude.

EX-5.A

   1
                                                                    Exhibit 5(a)


                                December 28, 1999

Regent Communications, Inc.
50 East RiverCenter Blvd.
Suite 180
Covington, Kentucky  41011

                  Re:  Registration Statement on Form S-1, File No. 333-91703,
                       as amended by an Amendment No. 1 filed December 28, 1999

Gentlemen:

         We are acting as counsel for Regent Communications, Inc., a Delaware
corporation (the "Company"), in connection with the registration by the Company
under the Securities Act of 1933, as amended, of up to 15,352,500 shares of
common stock, par value $0.01 per share, of the Company (the "Common Stock") to
be offered to the public under Registration Statement No. 333-91703 on Form S-1,
as amended (the "Registration Statement").

         We have examined originals or copies certified or otherwise identified
to our satisfaction of such records of the Company, agreements and other
instruments, certificates of public officials and of officers of the Company and
such other documents as we have deemed necessary to form of the basis of our
opinions expressed herein.

         Based on the foregoing, we are of the opinion that:

         1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.

         2. The Common Stock, when issued and delivered in the manner
contemplated by the Registration Statement, will be duly authorized, validly
issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as Exhibit 5(a) to the
Registration Statement and to the reference to our firm in the prospectus
included in the Registration Statement under the caption "Legal Matters."

                                               Very truly yours,


                                               STRAUSS & TROY

EX-21

   1
                                   EXHIBIT 21

                         SUBSIDIARIES OF THE REGISTRANT

         The following is a list of the names of each subsidiary of Regent
Communications, Inc. and each subsidiary of a subsidiary of Regent
Communications, Inc., the jurisdiction of incorporation of each such subsidiary,
and any other name or names under which such subsidiary does business.



                                                 Jurisdiction of                   Other
Name of Subsidiary                                Incorporation                Business Names
- ------------------                                -------------                --------------

                                                                 
Regent Broadcasting of Chico, Inc.                 Delaware            KFMF(FM), KPPL(FM), KALF(FM)
Regent Broadcasting of Erie, Inc.                  Delaware            WXKC(FM), WRIE(AM), WXTA(FM)
Regent Broadcasting of Flagstaff, Inc.             Delaware            KVNA(AM), KVNA(FM), KZGL(FM)
Regent Broadcasting of Flint, Inc.                 Delaware            WCRZ(FM), WFNT(AM), WWBN(FM)
Regent Broadcasting of Mansfield, Inc.             Delaware            WYHT(FM), WMAN(AM), WSWR(FM)
Regent Broadcasting of Palmdale, Inc.              Delaware            KAVC(AM), KOSS(FM), KTPI(FM)
Regent Broadcasting of Redding, Inc.               Delaware            KQMS(AM), KSHA(FM), KNNN(FM),
                                                                       KRDG(FM), KRRX(FM), KNRO(AM)
Regent Broadcasting of St. Cloud, Inc.             Delaware            KMXK(FM), WJON(AM), WWJO(FM)
Regent Broadcasting of Victorville, Inc.           Delaware            KROY(AM), KATJ(FM), KIXW(AM),
                                                                       KZXY(FM), KIXA(FM)
Regent Broadcasting West Coast, Inc.               California          --
Regent Broadcasting Midwest, Inc.                  Delaware            --
Regent Broadcasting of El Paso, Inc.               Delaware            --
Regent Broadcasting of Utica/Rome, Inc.            Delaware            --
Regent Broadcasting of Watertown, Inc.             Delaware            --
Regent Broadcasting of Kingman, Inc.               Delaware            --
Regent Broadcasting of Lake Tahoe, Inc.            Delaware            --
Regent Broadcasting of San Diego, Inc.             Delaware            --
Regent Broadcasting of Lexington, Inc.             Delaware            --
Regent Broadcasting of South Carolina, Inc.        Delaware            --
Regent Licensee of Chico, Inc.                     Delaware            --
Regent Licensee of Erie, Inc.                      Delaware            --
Regent Licensee of Flagstaff, Inc.                 Delaware            --
Regent Licensee of Flint, Inc.                     Delaware            --
Regent Licensee of Mansfield, Inc.                 Delaware            --
Regent Licensee of Palmdale, Inc.                  Delaware            --
Regent Licensee of Redding, Inc.                   Delaware            --
Regent Licensee of St. Cloud, Inc.                 Delaware            --
Regent Licensee of Victorville, Inc.               Delaware            --
Regent Licensee of El Paso, Inc.                   Delaware            --
Regent Licensee of Utica/Rome, Inc.                Delaware            --
Regent Licensee of Watertown, Inc.                 Delaware            --
Regent Licensee of Kingman, Inc.                   Delaware            --
Regent Licensee of Lake Tahoe, Inc.                Delaware            --
Regent Licensee of San Diego, Inc.                 Delaware            --
Regent Licensee of Lexington, Inc.                 Delaware            --
Regent Licensee of South Carolina, Inc.            Delaware            --

EX-23.0

   1
                                                                 Exhibit 23.0


                      CONSENT OF INDEPENDENT ACCOUNTANTS
                      -----------------------------------


We hereby consent to the use in this Registration Statement on Form S-1 of our
reports dated as follows which appear in such registration statement:

     March 30, 1999 relating to the consolidated financial statements and
     financial statement schedule of Regent Communications, Inc.,

     January 30, 1998 relating to the consolidated financial statements and
     financial statement schedules of Regent Communications, Inc.,

     December 17, 1999 relating to the combined financial statements of Forever
     of NY, Inc.,

     December 17, 1999 relating to the combined financial statements of New
     Wave Broadcasting, L.P.'s radio stations, KLAQ-FM, KSII-FM, and KROD-AM,

     August 10, 1999 relating to the financial statements of Media One
     Group - Erie, Ltd.,

     February 10, 1998 relating to the financial statements of Continental Radio
     Broadcasting, L.L.C. and

     January 9, 1998 relating to the financial statements of Radio Station
     KZXY(FM)

We also consent to the references to us under the headings "Experts" and
"Selected Historical Financial Data" in such Registration Statement.





PricewaterhouseCoopers LLP

Cincinnati, Ohio
December 28, 1999

EX-23.1

   1
                                                                    Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------

We hereby consent to the use in this Registration Statement on Form S-1 of our
report dated February 16, 1998 relating to the consolidated financial statements
of The Park Lane Group and Subsidiaries, which appears in such Registration
Statement. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.

PricewaterhouseCoopers LLP

Menlo Park, California
December 28, 1999

EX-23.2

   1
                                                                    Exhibit 23.2

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
Regent Communications, Inc.

We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated January 21, 1998, relating to the
consolidated financial statements of Faircom Inc. (which merged with Regent
Communications, Inc. on June 15, 1998), which is contained in that Prospectus.

We also consent to the reference to us under the captions "Selected Historical
Financial Data" and "Experts" in the Prospectus.

                                                       /s/  BDO SEIDMAN, LLP
                                                            BDO SEIDMAN, LLP

Melville, New York
December 28, 1999

EX-23.3

   1


                                                                Exhibit 23.3



INDEPENDENT AUDITORS' CONSENT

We consent to the inclusion in this Registration Statement of Regent
Communications, Inc. on Form S-1 under the Securities Act of 1933 of our report
dated July 10, 1998 relating to the consolidated statements of operations,
stockholder's deficit and cash flows of Alta California Broadcasting, Inc. and
Subsidiary for the year ended March 31, 1998.


Stockman Kast Ryan & Co., LLP


STOCKMAN KAST RYAN & COMPANY LLP
Colorado Springs, Colorado

December 28, 1999